424B3
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Filed pursuant to Rule 424(b)(3)
SEC file No. 333-259706

 

PROSPECTUS

ReNew Energy Global Plc

PRIMARY OFFERING OF

20,226,773 CLASS A ORDINARY SHARES

SECONDARY OFFERING OF

271,479,759 CLASS A ORDINARY SHARES,

118,363,766 CLASS C ORDINARY SHARES,

7,026,807 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES, AND

7,671,581 CLASS A ORDINARY SHARES UNDERLYING WARRANTS

 

 

This prospectus relates to the issuance from time to time by ReNew Energy Global plc, a public limited company organized under the laws of England & Wales, or “we”, “our”, the “Company”, of up to 20,226,773 Class A Ordinary Shares, nominal value of $0.0001, or the “Class A Ordinary Shares,” including 7,026,807 Class A Ordinary Shares issuable upon the exercise of Warrants that are held by RMG Sponsor II, LLC, or “RMG Sponsor II”, or “Private Warrants” and 11,499,966 Class A Ordinary Shares issuable upon the exercise of Warrants held by the public warrant holders, or “Public Warrants”.

This prospectus also relates to the resale, from time to time, by the selling securityholders named herein, or the “Selling Securityholders”, or their pledgees, donees, transferees, or other successors in interest, of (a) up to 271,479,759 Class A Ordinary Shares, (b) up to 7,026,807 Private Warrants; (c) up to 118,363,766 class C ordinary shares having a nominal value of $0.0001 per share, or “Class C Ordinary Shares”, and (d) up to 7,671,581 Class A Ordinary Shares issuable upon exercises of the Private Warrants.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of ordinary shares offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the “Securities Act”.

We are registering these securities for resale by the Selling Securityholders named in this prospectus, or their transferees, pledgees, donees or assignees or other successors-in-interest (that receive any of the shares as a gift, distribution, or other non-sale related transfer).

We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash.

Our Class A ordinary shares and Warrants are listed on the Nasdaq Stock Market LLC, or “Nasdaq”, under the trading symbols “RNW” and “RNWWW”, respectively. On September 15, 2021, the closing prices for our Class A Ordinary Shares on the Nasdaq was $9.57 per ordinary share. On September 15, 2021, the closing prices for our Warrants on the Nasdaq was $1.53 per ordinary share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary—Implications of Being a Foreign Private Issuer.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and other risk factors contained in the documents incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED, OCTOBER 5, 2021


Table of Contents

TABLE OF CONTENTS

 

     Page  

ABOUT THIS PROSPECTUS

     ii  

FINANCIAL STATEMENT PRESENTATION

     iii  

EXCHANGE RATE PRESENTATION

     iii  

INDUSTRY AND MARKET DATA

     iii  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     iv  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     iv  

PROSPECTUS SUMMARY

     1  

THE OFFERING

     5  

RISK FACTORS

     7  

CAPITALIZATION AND INDEBTEDNESS

     41  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     42  

RENEW INDIA’S SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

     51  

RMG II’S SELECTED HISTORICAL FINANCIAL INFORMATION

     55  

USE OF PROCEEDS

     57  

DIVIDEND POLICY

     58  

BUSINESS

     59  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

     117  

DESCRIPTION OF RENEW INDIA’S MATERIAL INDEBTEDNESS

     144  

MANAGEMENT

     150  

BENEFICIAL OWNERSHIP OF SECURITIES

     165  

SELLING SECURITYHOLDERS

     169  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     179  

DESCRIPTION OF SHARE CAPITAL

     193  

SHARES ELIGIBLE FOR FUTURE SALE

     204  

TAXATION

     206  

PLAN OF DISTRIBUTION

     219  

EXPENSES RELATED TO THE OFFERING

     221  

LEGAL MATTERS

     222  

EXPERTS

     223  

ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS IN THE UNITED STATES

     224  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     225  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1  

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

 

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 filed with the SEC, by ReNew Energy. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus include important information about us, the Class A Ordinary Shares being issued by us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

We and the Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by us and/or the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”

Unless otherwise indicated, references to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30 and December 31.

References to a year other than a “Fiscal” or “fiscal year” are to the calendar year ended December 31. References to “U.S. Dollars” and “$” in this prospectus are to United States dollars, the legal currency of the United States. References to “Indian Rupee,” “INR” and “Rs.” in this prospectus are to the Indian Rupee, the legal currency of India. References to “Euro” or “€” in this prospectus, are to the legal currency of the European Union, and to “Pound Sterling” or “£” in this prospectus, is to the legal currency of the United Kingdom. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

Throughout this prospectus, unless otherwise designated, the terms “we”, “us”, “our”, “ReNew”, “the Company” and “our company” refer to ReNew Energy Global plc and its subsidiaries. References to “ReNew India” refers to ReNew Power Private Limited and its subsidiaires.

 

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FINANCIAL STATEMENT PRESENTATION

ReNew Global

Following the Business Combination (as defined below), we are qualified as a Foreign Private Issuer and we prepare our financial statements in accordance with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or “IASB”, as issued by IASB and is denominated in Indian Rupees. Accordingly, the unaudited pro forma condensed combined financial information as of and for the year ended March 31, 2021 that are presented in this prospectus are prepared in accordance with Article 11 of Regulation S-X and denominated in Indian Rupees.

The Business Combination (as defined below) is made up of the series of transactions within the Business Combination Agreement as described elsewhere within this prospectus. The transactions were accounted for as a reverse recapitalization, and acquisition accounting does not apply. Consequently, there was no goodwill or other intangible assets recorded, in accordance with IFRS, as issued by the IASB. Under reverse recapitalization, Our Company and RMG II were treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the transactions were treated as the equivalent of ReNew India issuing ordinary shares for the net assets of our Company and RMG II at fair value, accompanied by a recapitalization.

ReNew India

ReNew India’s audited consolidated financial statements as of March 31, 2021 and March 31, 2020, and for each of the three years in the period ended March 31, 2021 included in this prospectus have been prepared in accordance IFRS as issued by the IASB, and are reported in Indian Rupees.

ReNew India refers in various places in this prospectus to non-IFRS financial measures, EBITDA and EBITDA margin which are more fully explained in “Selected Historical Financial Information—Other Financial Data.” The presentation of the non-IFRS information is not meant to be considered in isolation or as a substitute for our audited consolidated financial statements prepared in accordance with IFRS as issued by IASB.

RMG II

The historical financial statements of RMG Acquisition Corporation II, or “RMG II,” included in this prospectus have been prepared in accordance with United States generally accepted accounting principles, “U.S. GAAP,” and are denominated in U.S. Dollars.

EXCHANGE RATE PRESENTATION

We report our financial results in Indian Rupees and our functional currency is also Indian Rupees. Solely for the convenience of the reader, this prospectus contains translations of certain Indian Rupee amounts into U.S. Dollars at specified rates. Except as otherwise stated in this prospectus, all translations from Indian Rupees to U.S. Dollars are based on the rates of Rs. 73.5047 per $1.00 being the closing exchange rate published by the Reserve Bank of India as of March 31, 2021. No representation is made that the Indian Rupee amounts referred to in this prospectus could have been or could be converted into U.S. Dollars at such rates or any other rates.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the regions in which we operate, including our general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly

 

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available sources and reports provided to us (including reports from IHS Markit (defined below)). We commissioned IHS Markit to prepare and provide information relating to its industry, which has been extracted and included in this prospectus. We have not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While we believe that the market data, industry forecasts and similar information included in this prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. In addition, assumptions and estimates of our future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

The IHS Markit reports, data and information referenced herein, or the “IHS Markit Materials,” are the copyrighted property of IHS Markit Ltd., and its subsidiaries, or “IHS Markit,” and represent data, research, opinions or viewpoints published by IHS Markit, and are not representations of fact. The IHS Markit Materials speaks as of the original publication date thereof and not as of the date of this document. The information and opinions expressed in the IHS Markit Materials are subject to change without notice and IHS Markit has no duty or responsibility to update the IHS Markit Materials. Moreover, while the IHS Markit Materials reproduced herein are from sources considered reliable, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses which are based upon it. IHS Markit is a trademark of IHS Markit. Other trademarks appearing in the IHS Markit Materials are the property of IHS Markit or their respective owners.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We and our respective subsidiaries own or have rights to trademarks and trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are our trademarks. All other trademarks or trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. Solely for convenience, in some cases, the trademarks and trade names referred to in this prospectus are listed without the applicable and symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks and trade names.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits and synergies of the Transactions, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which we operate as well as any information concerning possible or assumed future results of operations of the combined company after giving effect to the Transactions. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

 

   

the ability to maintain the listing of our securities on Nasdaq;

 

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our management of its business strategy and plans;

 

   

changes adversely affecting the renewable energy industry;

 

   

the impact of COVID-19 or other adverse public health developments on our business;

 

   

our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to manage our growth following the Business Combination;

 

   

information permitted to be filed and corporate governance practices permitted to be followed as a result of being a “foreign private issuer” under the rules and regulations of the SEC;

 

   

inability to remediate material weaknesses in internal control over financial reporting and failure to maintain an effective system of internal controls, and the inability to accurately or timely report our financial condition or results of operations;

 

   

failure to maintain an effective system of internal control over financial reporting, and loss of securityholder confidence in our financial and other public reporting from inability to accurately report our financial results or prevent fraud;

 

   

significant decreases or fluctuations in price of our securities from fluctuations in operating results, quarter-to-quarter earnings and other factors, including incidents involving our customers and negative media coverage;

 

   

lack of development of a market for the our securities;

 

   

higher costs as a result of being a public company;

 

   

changes in applicable laws or regulations;

 

   

general economic conditions; and

 

   

our estimates of expenses, ongoing losses, future revenue, capital requirements and needs for or ability to obtain additional financing.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on the Transactions and us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.

 

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PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. You should read the following summary together with the more detailed information in this prospectus, any related prospectus supplement and any related free writing prospectus, including the information set forth in the section titled “Risk Factors” in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.

Overview

We are the largest utility-scale renewable energy solutions provider in India in terms of total commissioned capacity, according to IHS Markit. We operate wind and solar energy projects in India and as of March 31, 2021 we had a total commissioned capacity of 5.60 GW and an additional 4.26 GW of committed capacity which is expected to be commissioned by the year ended March 31, 2023. We were founded in 2011 and are committed to drive a change in India’s energy portfolio by delivering cleaner and smarter energy solutions. We commenced operations in 2012 and our portfolio has grown from a 25.20 MW wind energy project in the state of Gujarat in India to more than 100 wind and solar energy projects with a commissioned and committed capacity of 9.86 GW across nine states in India. We develop, build, own and operate utility-scale wind energy projects, utility-scale solar energy projects, utility-scale firm power projects and distributed solar energy projects, and we are in the process of providing intelligent energy solutions such as peak power supply, round-the-clock supply, storage services, as demonstrated in our recently awarded projects. Further, we also provide energy management services for public utilities, commercial and industrial customers. Our projects are based on proven wind, solar and storage technologies, covered under long-term power purchase agreements, “PPAs”, with creditworthy offtakers including central government agencies, public utilities (specifically state electricity utilities) and private industrial and commercial consumers in India. We are supported by high quality long-term global investors such as GS Wyvern Holdings Limited, “GSW”, Canada Pension Plan Investment Board, a Canadian Crown Corporation, or “CPP Investments”, Platinum Cactus A 2019 Trust, or “Platinum Cactus”, JERA Power RN B.V., or “JERA”, and GEF SACEF India, or “SACEF”, and we are led by an experienced management team under the leadership of our founder, Chairman and Chief Executive Officer, Sumant Sinha, who has extensive experience across our operational and strategic focus areas.

Our strong track record of organic and inorganic growth is demonstrated by an increase in our operational capacity which has grown 2.8 times in the years ended March 31, 2017 to March 31, 2021. We have achieved our market leading position in the Indian renewable energy industry by delivering grid parity wind and solar energy projects, against the backdrop of Government of India’s policies to promote the growth of renewable energy in India. We have a robust financial position and demonstrated access to diversified pool of capital from Indian and international investors, lenders and other capital providers. Our total income has grown from Rs. 47,902 million in the year ended March 31, 2019 to Rs. 54,491 million in the year ended March 31, 2021. We have been able to sustain our EBITDA margin at over 83% consistently since the year ended March 31, 2019. For a reconciliation EBITDA margin to a IFRS measure, see “Selected Historical Financial Information – Non-IFRS Financial Measures.

Recent Development

Business Combination

On February 24, 2021, our Company, RMG II, ReNew India, Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II, or the “RMG II Representative,” ReNew Power Global Merger


 

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Sub and certain shareholders of ReNew India, or the “Major Shareholders,” entered into a Business Combination Agreement, or as amended from time to time, the “Business Combination Agreement,” pursuant to which several transactions occurred, and in connection therewith, we became the ultimate parent company of ReNew India and RMG II, or the “Business Combination.” As part of the Business Combination, each Major Shareholder transferred their ReNew India ordinary shares to ReNew Global as consideration and in exchange for (i) the issuance of a certain number and class of ReNew Global ordinary shares and/or (ii) the payment by ReNew Global to certain Major Shareholders of the agreed consideration. ReNew Global has granted these shareholders certain registration rights in connection with the Business Combination.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, RMG II and ReNew Global entered into Subscription Agreements on August 24, 2021, or the “Subscription Agreements,” with certain investors, or the “PIPE Investors,” pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ReNew Global agreed to issue and sell to such PIPE Investors, an aggregate of 85,500,000 Class A Ordinary Shares at $10.00 per share for gross proceeds of $855,000,000, or the “PIPE Subscription,” on the date of the Merger.

The Business Combination was consummated on August 23, 2021. The transaction was unanimously approved by RMG II’s Board of Directors and was approved at the extraordinary general meeting of RMG II’s shareholders held on August 16, 2021, or the “Extraordinary General Meeting”. RMG II’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the business combination, RMG II has become a wholly owned subsidiary of ReNew Global.

On August 24, 2021, ReNew Global’s Class A Ordinary Shares and Warrants commenced trading on Nasdaq under the symbols “RNW” and “RNWWW,” respectively.

Acquisition

On August 7, 2021, ReNew India signed a PPA, for Round-The-Clock (RTC) electricity supply with the Solar Corporation of India. As per the PPA, ReNew India will supply electricity in the first year at rate of Rs. 2.90/kWh. This tariff will increase by 3% annually for the first 15 years after which it will stabilise for the remaining 10 years of the 25-year PPA.

On August 10, 2021, ReNew India signed definitive agreements to acquire two operating projects (i) 99MW hydropower project in Uttrakhand, India; and (ii) 260MW/330 MWp solar power projects in the state of Telengana, India. The acquisition of the 99MW project from L&T Power Development Ltd. was completed in September 2021. This project marks the entry of ReNew in the hydropower sector. The L&T Uttaranchal Hydropower project, situated on the Mandakini river in Rudraprayag district of Uttarakhand, was operationalised in December 2020 and is expected to have a residual life of nearly 35 years.

The 260 MW/330 MWp solar power project in the state of Telangana has a 25-year PPA with Northern Power Distribution Company of Telangana Ltd. and Southern Power Distribution Company of Telangana Ltd. and has been operating for approximately four years.

As a result, as of September 15, 2021, we had a total commissioned capacity of 6.1 GW and an additional 4.1 GW of committed capacity which is expected to be commissioned by the year ended March 31, 2023.

Implications of Being a Foreign Private Issuer

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, or “the Exchange Act,” that are applicable to “foreign private issuers,” and under those requirements we file reports with the SEC. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S.


 

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domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also have four months after the end of each fiscal year to file our annual reports with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies reduce the frequency and scope of information and protections available to you in comparison to those applicable to shareholders of U.S. domestic reporting companies.

Our Corporate Information

We are a public limited company incorporated under the laws of England and Wales (company number 13220321) and our registered office is at C/O Vistra (UK) Ltd, 3rd Floor, 11-12 St James’s Square, London SW1Y 4LB, United Kingdom and our principal executive office is located at ReNew Power, Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase-V, Gurugram-122009, Haryana, India, and its telephone number is (+91) 124 489 6670. Our website is https://renewpower.in/. The information contained in, or accessible through, our website does not constitute a part of this prospectus.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov.

Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

Our Organizational Structure

The following chart shows our organization structure as of the date of this prospectus:

 

LOGO

 

(1)

The shareholders of ReNew Global include GSW, CPP Investments, Platinum Cactus, JERA and SACEF, among others. For more details, see “Beneficial Ownership of Securities”.

(2)

Includes CPP Investments and Mr. Sumant Sinha, Cognesia Investment, or “Cognesia”, and Wisemore Advisory Private Limited, or “Wisemore”, together, the “Founder Investors”.


 

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Summary Risk Factors

Investing in our securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in the our securities. These risks include, among others:

 

   

The COVID-19 pandemic’s adverse impacts on our business, financial position, results of operations, and prospects could be significant.

 

   

There are a limited number of purchasers of utility-scale quantities of electricity, which exposes us and our solar and wind energy projects to risks.

 

   

Our revenues are exposed to fixed tariffs and changes in tariff regulation and structuring.

 

   

Counterparties to our PPAs may not fulfill their obligations, which could result in a material adverse impact on our business, financial condition, results of operations and cash flows.

 

   

Our PPAs may be terminated by its counterparties upon the occurrence of certain events.

 

   

During the years ended March 31, 2020 and March 31, 2021, we generated an operating loss and cannot assure you that it will regain profitability in the future.

 

   

We face risks and uncertainties when developing wind and solar energy projects.

 

   

We are subject to credit and performance risk from third-party suppliers and contractors.

 

   

Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase our business costs.

 

   

Delays in obtaining, or a failure to maintain, governmental approvals and permits required to construct and operate our projects may adversely affect the development, construction and operation of our projects.

 

   

Our business has grown rapidly since its inception, and it may not be able to sustain its rate of growth.

 

   

Implementing our growth strategy requires significant capital expenditure and will depend on our ability to maintain access to multiple funding sources on acceptable terms.

 

   

The delay between making significant upfront investments in our wind and solar power projects and receiving revenue could materially and adversely affect our liquidity, business, results of operations and cash flows.

 

   

Our ability to deliver electricity to various counterparties requires the availability of and access to interconnection facilities and transmission systems, and we are exposed to the extent and reliability of the Indian power grid and its dispatch regime.

 

   

Technical problems may reduce energy production below our expectations.


 

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THE OFFERING

The summary below describes the principal terms of the offering. The “Description of Share Capital” section of this prospectus contains a more detailed description of the Company’s Class A Ordinary Shares, Class C Ordinary Shares and Warrants.

 

Class A Ordinary Shares offered by us

  

20,226,773 Class A Ordinary Shares.

Securities being registered for resale by the Selling Securityholders named in the prospectus   


(i) 271,479,759 Class A Ordinary Shares; (ii) 7,671,581 Class A Ordinary Shares issuable upon the exercise of the Private Warrants; (ii) 118,363,766 Class C Ordinary Shares; and (iii) 7,671,581 Private Warrants.

Terms of Warrants    Each Warrant entitles the registered holder to purchase 1.0917589 Class A Ordinary Shares at a price of $11.50 per 1.0917589 Class A Ordinary Shares. Our Warrants expire on August 23, 2026 at 5:00 p.m., New York City time.
Offering prices    The securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “Plan of Distribution.”
Ordinary shares issued and outstanding prior to any exercise of Warrants   


282,411,094 Class A Ordinary Shares, one Class B Share, 118,363,766 Class C Ordinary Share and one Class D Shares.

Warrants issued and outstanding    18,526,773 Warrants.
Use of proceeds   

We will receive up to an aggregate of approximately $213.0 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. If the Warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the Warrants. See “Use of Proceeds.” All of the Class A Ordinary Shares, Class C Ordinary Shares and Private Warrants (including Class A Ordinary Shares issuable upon the exercise of such Private Warrants) offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.


 

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Dividend Policy    We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
Market for our Class A Ordinary Shares and Warrants   


Our Class A Ordinary Shares and Warrants are listed on Nasdaq under the trading symbols “RNW” and “RNWWW”, respectively.

Risk factors    Prospective investors should carefully consider the “Risk Factors” for a discussion of certain factors that should be considered before buying the securities offered hereby.

 

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Class A Ordinary Shares and Warrants could decline due to any of these risks, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus.

Risks Relating to our Business and Industry

The COVID-19 pandemic’s adverse impacts on our business, financial position, results of operations, and prospects could be significant.

The COVID-19 pandemic is creating extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and other regulatory changes. A number of governments and organizations have revised gross domestic product, or “GDP” forecasts downward in response to the economic slowdown caused by the spread of COVID-19, and it is possible that the COVID-19 outbreak will cause a prolonged global economic crisis or recession. While the scope, duration and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and related efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. Resurgence of the virus or a variant of the virus that causes a rapid increase in cases and deaths and if measures taken by governments fail or if vaccinations are not administered as planned, may cause significant economic disruption in India and in the rest of the world. If these effects continue for a prolonged period or result in sustained economic stress or recession, many of the risk factors identified in this prospectus could be exacerbated and such effects could have a material adverse impact on us.

For example, the Ministry of Power as well as various central and state government departments, in India have implemented restrictions to contain the spread of COVID-19. Accordingly, some of our subsidiaries have received notices from customers invoking force majeure provisions under their respective PPAs and claiming, among other things, additional time for making payments, as well as the right to curtail the demand of power, on grounds that the restrictions have impacted the liquidity of such customers and their contractual counterparties (which have also faced difficulties in collection of payments from customers), thereby reducing their ability to make timely payments under the PPAs. While our counterparties have agreed to make payments, such payments may not be received in time or at all. In addition, we may not be able to rely on force majeure clauses under its PPAs to terminate or amend the terms of the PPAs.

The Government of India imposed a nationwide lockdown in India on March 25, 2020 which continued until May 31, 2020, while gradually relaxing restrictions during the period. As a result, some of our projects that were under-construction or set to be commissioned were impacted. Accordingly, the scheduled commercial operation dates for those projects have been delayed. Similarly, because of the resurgence of the COVID-19 virus in India in April 2021, the scheduled commercial operation dates for our committed projects have been impacted. The Government of India has in the past extended the timeline for completing the construction of renewable energy projects as a result of the COVID-19 pandemic and has similarly extended the timeline for commissioning projects as a result of the second wave of the COVID-19 pandemic in India. Such extensions could increase costs which may not be recoverable from customers and its capital expenditure forecasts for those projects may be impacted. If we or any of its offtakers are not able to meet the obligations under the PPAs due to the impact of COVID-19, there could

 

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be an adverse effect on our business, results of operations and cash flows. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Impact of COVID-19” for more information on the impact of COVID-19.

There are a limited number of purchasers of utility-scale quantities of electricity, which exposes us and our solar and wind energy projects to risks.

We generated 80% of our total income from PPAs with central and state government-utility companies in the year ended March 31, 2021. Further, we had four customers that are state distribution companies, each of which accounted for over 10% of its total income in the year ended March 31, 2021. Since distribution of electricity is controlled by central and state government-utility companies in India, there is a concentrated pool of potential purchasers for grid connected, utility-scale electricity generated by solar and wind energy projects. Such concentration restricts our ability to find new offtakers. If any of our offtakers become unable or unwilling to fulfil their contractual obligations under the relevant PPA or refuses to accept power delivered under the PPAs or otherwise terminates such agreements prior to the expiration thereof, our assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, if the financial condition of these utilities or power purchasers deteriorates or other government policies to which they are currently subject to change, demand for electricity produced by our utility-scale wind and solar projects could be negatively impacted.

Our revenues are exposed to fixed tariffs and changes in tariff regulation and structuring.

A substantial portion of our income is derived from the sale of electricity based on the tariffs specified in PPAs, which are mostly determined through the competitive bidding process. Tariffs for our commercial and industrial customers are based on bilateral negotiations. Any reductions in tariffs may adversely affect our financial condition. Further, there is no assurance that after we win a bid, the definitive PPA will be signed as offtakers may withdraw their intention to sign the PPA with it even after issuing a letter of award, or “LOA,” to us or we may not be able to satisfy the conditions of the LOA.

Recently tariffs on recent bids have been lower than tariffs on bids for prior bidding rounds. As a result, offtakers may withdraw their intention to sign definitive PPAs and participate in new bids instead. As a result, the central and state government offtakers may not enter into definitive PPAs, even if the LOA has been granted, due to higher tariffs under such LOAs. For example, one of our subsidiaries received a letter of allotment to develop 200 MW capacity in the state of Gujarat, India at a bid price of Rs. 2.92 per unit. With the decrease in tariffs, the offtaker is planning to cancel existing LOAs awarded and has called for new bids. While we have filed petitions before the relevant forums challenging the new bids, an adverse outcome could impact our financial conditions and results of operations. For more details, see “Our Business—Legal Proceedings.”

Under our long-term PPAs, it typically sells power generated from its projects to state distribution companies at pre-determined, fixed tariffs. Accordingly, if there is an industry-wide increase in tariffs or if it is seeking an extension of the term of the PPA, we may not be able to renegotiate the terms of the PPA to take advantage of the increased tariffs. In addition, in the event of increased operational costs, we may also not have the ability to reflect a corresponding increase in its tariffs, and pass through these costs to its offtakers. Therefore, the prices at which we supply power generally have little or no relationship with the costs incurred in generating power. While some of our PPAs provide for tariff increase for “change in law,” any such increase in tariff requires regulatory approvals which can be time consuming and expensive. Some of the directives from the Government of India and orders passed by the judicial authorities in India could include directives for conservation of the environment or wildlife. For instance, a petition has been filed before the Supreme Court of India aimed at the conservation of two species of birds, the Great Indian Bustard and the Lesser Florican, which are protected species in the states of Rajasthan and Gujarat. These species of birds have been known to collide with overhead transmission lines and suffer injuries or die. The petitioner has sought directions to these states to ensure predator proof fencing, barring installation of overhead power lines, further construction of windmills and

 

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installation of solar infrastructure in priority and potential habitats. In an interim order in the proceedings, the Supreme Court has ordered for installation of diverters, as well as conversion of overhead power lines to underground lines, subject to technical evaluation of such conversion by a committee set up by the Supreme Court in this regard. The conversion of overhead cables into underground power lines, wherever considered feasible by such committee, is to take place within a period of one year. In line with the order, any costs incurred on account of such steps to protect the species of birds would be incurred by the respective state governments/ authorities, and any cost incurred by power generators could be passed on to the ultimate consumer, subject to approval of the competent regulatory authority.

We may face difficulties in recovering the costs of such corrective measures from the respective state governments/authorities in a timely manner, and may also face resistance from the regulators when they seek an increase in tariff rates. This may lead to disputes and impact our cash flows and results of operations.

While we analyze potential costs before submitting a bid, any unexpected event could increase its estimated costs which it may not be able to recover from its offtakers. For instance, two of our subsidiaries were directed to pay approximately Rs. 27.21 million and Rs. 25.36 million in the form of entry tax for the supply of goods into the State of the Andhra Pradesh from other states in India. While we have challenged this before the courts in India, such events may result in an increase in costs. For details, see “Our Business—Legal Proceedings.” Similarly, one of our subsidiaries have been asked to submit certain documents for the fiscal year 2018 by the tax departments of state of Telangana, India opening up the subsidiary to a potential tax exposure of Rs. 316.71 million. The assessment is currently ongoing and no final order has been passed. While we are in the process of furnishing the supporting documents in favor of the exemption claimed, such notices may impact our cash flows and results of operations.

Further, our PPAs provide for a reduction of tariff if it fails to commission a project by the scheduled commission date. In certain cases, the term of our PPAs is less than the expected life of our projects, which may expose it to the risk of being unable to sell the power generated after the term of the PPA or sell power at less favorable tariffs and terms than originally stipulated under the original PPAs for such projects. Failure to enter into or renew PPAs in a timely manner and on terms that are acceptable to us could adversely affect its business, results of operations and cash flows. There could also be negative accounting consequences if we are unable to extend or replace expiring PPAs, including writing down the carrying value of assets at such power project.

Counterparties to our PPAs may not fulfill their obligations, which could result in a material adverse impact on our business, financial condition, results of operations and cash flows.

We generate a substantial portion of our income from the sale of power contracted under PPAs with central and state government-utility entities. Some of the offtakers may become subject to insolvency or liquidation proceedings during the term of the relevant contracts, and the credit support received from such offtakers may not be sufficient to cover our losses in the event of a failure to perform. In addition, external events, such as an economic downturn or failure to obtain regulatory approvals, could also impair the ability of some our offtakers to fulfil their obligations under the PPAs. For example, Chandigarh International Airport Limited or “CHIAL,” was unable to procure relevant approvals to source power from our power plants. While we received compensation up to 50% of the total loss suffered as per the terms of the PPAs and net metering was permitted subsequently enabling CHIAL to offtake all of the power from our power plants, such non-compliance of the PPAs by our offtakers could have a material adverse impact on its financial condition and results of operations.

There may also be delays associated with collection of receivables from offtakers because of their financial condition Government entities to which we sell power do not have credit ratings, so there are no credit ratings to consider. For example, Moody’s Investor Services Inc. and Standard and Poor’s Financial Services LLC have given a rating of Baa3 and BBB- to the Government of India. As a result, some of the state governments in India, if rated, would likely rate lower than the Government of India. While we are entitled to charge interest for delayed payments, the delay in recovering the amounts, including interest, due under these PPAs could adversely

 

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affect our operational cash flows. As of March 31, 2021, we had trade receivables of Rs. 35,980 million, of which receivables from government owned or controlled entities accounted for Rs. 34,238 million. Although the central and state governments in India have taken steps to improve the liquidity, financial condition and viability of state electricity distribution utility companies, there can be little or no assurance that these utility companies will have the resources to pay us on time or at all. For example, our government offtakers in the state of Andhra Pradesh, India filed a petition before the Andhra Pradesh Electricity Regulation Commission, or “APERC,” seeking a recalculation of tariffs payable by them under various PPAs with wind developers, including to us. While the High Court of Andhra Pradesh dismissed the notices, we may continue to face difficulties in receiving the outstanding tariff receivables from its offtakers. As of March 31, 2021, receivables from such offtakers constituted 39% of our total trade receivables. Any failure to recover this amount could have an adverse impact on our financial condition and results of operations. For further details on this litigation, see “Our Business—Legal Proceedings.”

Further, to the extent any of our offtakers are, or are controlled by, governmental entities, bringing actions against them to enforce their contractual obligations is often difficult. our facilities may also be subject to legislative or other political action that may impair their contractual performance.

Our PPAs may be terminated by its counterparties upon the occurrence of certain events.

Our profitability is largely a function of our ability to manage our costs during the terms of the PPAs and operate our power projects at optimal levels. If we are unable to manage our costs effectively or operate our power projects at optimal levels, our business and results of operations may be adversely affected. Our PPAs typically allow an offtaker to terminate the agreement or demand penalties from us upon the occurrence of certain events, including the failure to comply with prescribed minimum shareholding requirements; complete project construction or connect to the transmission grid by a certain date; supply the minimum amount of power specified; comply with prescribed operation and maintenance requirements; obtain regulatory approvals and licenses; comply with technical parameters set forth in grid codes and regulations; and comply with other material terms of the relevant PPA. Furthermore, some of our PPAs allow termination for force majeure events, and lockdowns in response to COVID-19 may be considered a force majeure event by the Indian courts. If a PPA is terminated, we could be exposed to additional legal liability, reputational damage, and we might not be able to enter into a new PPA on favorable terms or at all. For example, in 2017, an offtaker, Madhya Pradesh Power Management Company Limited, Jabalpur terminated its PPA with us alleging delays by us in procuring land for the construction of the project. While the Supreme Court of India reinstated the PPA, we were directed to pay penalties of Rs. 119.6 million for the delay. In instances where we are entitled to receive termination payments from a counterparty, there can be no assurance that such counterparty will make such payments on time or at all. Further, it is unlikely that any such termination payment will be adequate to pay all the outstanding third-party debt that we have incurred for the project.

Certain of our PPAs allow our offtakers to purchase a portion of the relevant project from us under certain circumstances. Some of the PPAs also entitle our lenders to appoint another party as the operator of our projects, under certain circumstances, such as the creation of security contravening the terms of the relevant PPAs, bankruptcy, insolvency or winding up proceedings against a power generator, or a change in control event without the lender’s consent. If any such third party is not appointed within the stipulated time, the PPAs may be terminated by the offtakers and we may be required to acquire the project on mutually agreed terms in the relevant PPAs. If we are unable to acquire the project, the lenders may enforce their mortgage rights under the respective credit agreements. If such buy-outs or step-ins occur and we are unable to locate and acquire suitable replacement projects on time, our business, financial condition and results of operations may be materially and adversely affected.

 

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In fiscal years ended March 31, 2020 and 2021, we generated an operating loss and cannot assure you that it will regain profitability in the future.

We generated a loss of Rs. 2,781 million and Rs. 8,032 million in fiscal years ended March 31, 2020 and 2021, respectively. The loss in the fiscal year ended March 31, 2020 was primarily due to interest expense on CCPS of Rs. 2,230 million and an increase in tax expenses of some of our subsidiaries which opted for a new taxation regime and had to write-off MAT credit of Rs. 938 million available before the transition to the new tax regime. The loss in the year ended March 31, 2021 was primarily due to a decrease in revenue from our wind power projects resulting from lower plant load factors at our wind power Projects and an increase in interest expense on CCPS of Rs. 1,131 million, increase in finance cost on projects getting operational during the year ended March 31, 2020 and March 31, 2021. Losses in the year ended March 31, 2020 and 2021 were on account of non-operational and operational reasons, and we might not be able to regain profitability and the negative trends in our financial condition might continue. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Results of Operations” for more information.

We face risks and uncertainties when developing wind and solar energy projects.

The development and construction of wind and solar energy projects involve numerous risks and uncertainties and require extensive research, planning and due diligence. Before we determine whether a solar or wind energy project is economically, technologically or otherwise feasible, we may be required to incur significant capital expenditure for land and interconnection rights, regulatory approvals, preliminary engineering, equipment procurement, legal and other work. Success in developing a project depends on many factors, including:

 

   

securing appropriate land, with satisfactory land use permissions, on reasonable terms;

 

   

accurately assessing resources availability at levels deemed acceptable for project development and operations;

 

   

fluctuations on foreign exchange rates impacting equipment and supplier costs;

 

   

receiving critical components and equipment (that meet our design specifications) on schedule and on acceptable commercial terms;

 

   

securing necessary project approvals, licenses and permits in a timely manner;

 

   

availability of adequate grid infrastructure and obtaining rights to interconnect the project to the grid or to transmit energy;

 

   

obtaining financing on competitive terms;

 

   

completing construction on schedule without any unforeseeable delays; and

 

   

entering into PPAs or other offtake arrangements on acceptable terms.

Generally, our PPAs require that we bring our projects to commercial operation by certain dates. There may be delays or unexpected difficulties in completing its projects as a result of these or other factors. We may also reduce the size of some of our projects due to the occurrence of any of these factors. If we experience such problems, our business, financial condition, results of operations and prospects could be materially and adversely affected. Additionally, these factors may adversely affect the demand for wind and solar energy projects in India, which could impair our business and prospects. For example, there have been delays in commissioning of certain projects in Karnataka and in particular, a portion of the 250 MW SECI II project. If we are unable to adhere to project timelines for reasons other than as specifically contemplated in the PPAs, it could result in the reduction in tariffs, or other penalties, including paying liquidated damages in proportion to the amount of power not supplied, or granting the offtaker the right to draw on performance bank guarantees provided by us, including in certain cases up to 100% of the bank guarantee, or termination of the PPAs. Further, we may also be subject to penalties in respect of failure to ensure transmission of electricity from the project to the grid and the respective offtaker, as agreed under the respective PPA and/or transmission agreements.

 

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We are subject to credit and performance risk from third-party suppliers and contractors.

We enter into contracts with third-party suppliers of equipment, materials and other goods and services for the development, construction and operation of its projects as well as for other business operations. While we maintain a diversified set of vendors, we remain subject to the risk that vendors will not perform their obligations. If our vendors do not perform their obligations, or if they deliver any components that have a manufacturing defect or do not comply with the specified quality standards and technical specifications, it may result in a material breach of the relevant supply agreement. While we may be able to make a claim against the applicable warranty to cover all or a portion of the expense or losses associated with the defective product, such claims may not be sufficient to cover all of our expense and losses. In addition, these suppliers could cease operations and no longer honor the warranties, which would leave us to cover the expense and losses associated with the defective products. If our third-party providers are unable to perform their obligations, including due to bankruptcy, winding up or any injunction, we may incur additional costs in finding a replacement service provider or experience significant delays in performing its related obligations.

Contractors and suppliers in our projects are generally subject to liquidated damages for failures to achieve timely completion or for performance shortfalls. Our O&M, contractors may fail to plan their operational strategy for the complete lifecycle of a given project, which could potentially create problems such as an inability to service turbines or solar modules over the project lifecycle, or failure to maintain the required site infrastructure or adequate resources at project sites. If our O&M contractors fail to perform as required under O&M agreements, affected projects may experience decreased performance, reduced useful life or shut downs, any of which may adversely affect our operational performance, financial condition and results of operations.

Liquidated damages payable under third-party EPC and O&M contracts are generally limited to a specified amount or a percentage of the contract price or the annual fees payable. As a result, the damages recovered from defaulting vendors may not be sufficient to cover our losses.

Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase our business costs.

A substantial portion of our equipment, mainly solar module panels, are imported from China and certain other countries. Any restrictions or additional duties imposed by the governments of India or China, or of any other exporting countries could adversely affect our business, results of operations and prospects. For example, on July 29, 2020, the Government of India imposed safeguard duties on the import of solar module panels from certain countries including China. As a result, we were subject to investigations by government authorities for importing solar modules from China. While we challenged the investigations before the courts in India and no duties were eventually levied, there is no assurance that such duties will not be levied in the future. Such duties could result in an increase in our input costs for its solar business, especially if the costs cannot be passed on to its offtakers, which could have a material adverse impact on our business, financial condition and results of operations.

Furthermore, there have been recent press reports on studies claiming that the production of polysilicon, a key component of solar modules, relies on the use of forced labor in China’s Xinjiang province, which accounts for nearly 45% of global polysilicon production. If such claims are true and countries, including India, impose restrictions on the sourcing of solar equipment from China, the availability of such equipment may be adversely affected and their prices may rise. Further, in May 2021, the Directorate General of Trade Remedies in India initiated an investigation to determine the existence, degree and effect of any alleged dumping in respect of solar cells (whether or not assembled into modules or panels) originating in or exported from China, Thailand and Vietnam, and to recommend the amount of anti-dumping duty, which if levied, would be adequate to remove the injury to the domestic industry in India. This investigation is currently pending. These and other factors affecting the price or availability of solar equipment or the materials and components used therein could increase our business costs and adversely affect our results of operations.

 

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Delays in obtaining, or a failure to maintain, governmental approvals and permits required to construct and operate our projects may adversely affect the development, construction and operation of our projects.

The design, construction and operation of our projects are highly regulated, require various governmental approvals and permits, and may be subject to conditions that may be stipulated by relevant government authorities which vary from state to state. There can be no assurance that all permits required for a given project will be granted in time or at all. If we fail to obtain or renew such licenses, approvals, registrations and permits in a timely manner, we may not be able to commence or continue operating our projects in accordance with our contracted schedules or at all, which could adversely affect our business and results of operations. An example of such delay is the approval required for “change in land use from agricultural to non-agricultural” in the state of Karnataka, India. Such approvals can take between six months to two years, which could impact our ability to meet the timelines under our PPAs. In such circumstances, we may have to begin the development of projects while the relevant approvals are pending. Further, since April 2021, there have been delays in getting government approvals in India as many government offices are shut because of a rise in COVID-19 infections in India which could impact our ability to commission its under-construction projects on time. We have also received notices from regulatory authorities on our compliance with certain wind and solar generation regulations and the billing rates with respect to power consumption, and we have filed petitions with regulatory authorities regarding the billing methodology. There is no assurance that relevant government authorities will not take any action in the future which may expose us to penalties or have a material adverse impact on our operations.

Our business has grown rapidly since its inception, and it may not be able to sustain its rate of growth.

Given the size of our project portfolio has grown considerably since 2016, we may not be able to grow at similar rates in the future. Although we intend to continue to expand our business significantly with a number of new projects in both existing and new geographies in India, we may not be able to sustain our historical growth rate for various reasons. Success in executing our growth strategy is contingent upon, among others:

 

   

accurately prioritizing geographic markets for entry, including by making accurate estimates of addressable market demand;

 

   

identifying suitable sites for our projects;

 

   

participating in and winning renewable energy auctions on acceptable terms;

 

   

acquiring land rights and developing our projects on time, within budget and in compliance with regulatory requirements;

 

   

effectively tracking bid policies and bid updates;

 

   

obtaining cost effective financing needed to develop and construct projects;

 

   

efficiently sourcing components that meet its design specifications on schedule and;

 

   

negotiating favorable payment terms with suppliers and contractors;

 

   

continued availability of economic incentives along expected lines; and

 

   

signing PPAs or other offtake arrangements on commercially acceptable terms.

Our existing operations, personnel and systems may not be adequate to support our growth and expansion plans and we may make additional investments in our business systems, operational procedures and business processes, and manage our employee base in order to expand our project development efforts. As we grow, we also expect to encounter additional challenges in relation to project selection, construction management and capital commitment processes, as well as our project financing capabilities. These factors may restrict our ability to take advantage of market opportunities, execute its business strategies successfully, respond to competitive pressures and maintain its historical growth rates.

 

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Implementing our growth strategy requires significant capital expenditure and will depend on our ability to maintain access to multiple funding sources on acceptable terms.

We require significant capital for the installation and development of our projects and to grow our business. We believe that we have benefitted from a well-balanced mix of equity, corporate debt and project financing that has contributed to the rapid growth of our business. We might not be able to continue financing or refinancing our projects with an effective combination of equity and debt as we have done in the past and the interest rates and the other terms of available financing might not remain attractive. Any changes to our growth strategy could impair our ability to grow our portfolio of wind and solar energy projects. In addition, rising interest rates could adversely affect our ability to secure financing on favorable terms and increase our cost of capital. Our ability to obtain external financing on favorable terms is subject to a number of uncertainties, including, our financial condition, results of operations and cash flows; interest rates; our ability to comply with financial covenants in other financing arrangements; our credit rating and those of our project subsidiaries; the general conditions of the global equity and debt capital markets and the liquidity in the market. If we are unable to obtain financing on attractive terms or sustain the funding flexibility we have enjoyed in the past, our business, financial condition, results of operations and prospects may be materially and adversely affected.

The delay between making significant upfront investments in our wind and solar power projects and receiving revenue could materially and adversely affect our liquidity, business, results of operations and cash flows.

There are generally many months or even years between our initial bid in renewable energy auctions to build solar and wind energy projects and the date on which we begin to recognize revenue from the sale of electricity generated by such projects. Our initial investments include, without limitation, legal, accounting and other third-party fees, costs associated with project analysis and feasibility studies, payments for land rights, payments for interconnection and grid connectivity arrangements, government permits, engineering and procurement of solar panels, modules, balance of system costs or other payments, which may be non-refundable. As such, projects may not be fully monetized for 25 years from commencement of commercial operations given the typical length of the PPAs, but we bear the costs of our initial investment upfront. Furthermore, we have historically relied on our own equity contribution and debt to pay for costs and expenses incurred during project development. We typically recognize revenue from solar and wind energy projects only when they are operational and we commence supply of power to offtakers. There may be long delays from the initial bid to projects becoming shovel-ready, due to the timing of auctions, permits and the grid connectivity process. Between our initial investment in the development of permits for solar and wind energy projects and their connection to the transmission grid, there may be adverse developments, such as unfavorable environmental or geological conditions, labor strikes, panel shortages or monsoon weather. Furthermore, we may not be able to obtain all of the permits as anticipated, permits that were obtained may expire or become ineffective and we may not be able to obtain project level debt financing as anticipated. In addition, the timing gap between our upfront investments and actual generation of revenue, or any added delay in between due to unforeseen events, could put strains on our liquidity and resources, and materially and adversely affect our profitability, results of operations and cash flows.

Our ability to deliver electricity to various counterparties requires the availability of and access to interconnection facilities and transmission systems, and we are exposed to the extent and reliability of the Indian power grid and its dispatch regime.

Our ability to sell electricity is impacted by the availability of, and access to, relevant and adequate evacuation and transmission infrastructure required to deliver power to our contractual delivery point and the arrangements and facilities for interconnecting our generation projects to the transmission systems, which are owned and operated by third parties or state electricity boards. The operational failure of existing interconnection facilities or transmission facilities or the lack of adequate capacity of such interconnection or transmission facilities or evacuation infrastructure may adversely affect our ability to deliver electricity to our counterparties which may subject us to penalties under the PPAs.

 

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India’s physical infrastructure, including its electricity grid, is less developed than that of many countries. As a result of grid constraints, such as grid congestion and restrictions on transmission capacity of the grid, the transmission and dispatch of the full output of our projects may be curtailed. We may have to stop producing electricity during periods when electricity cannot be transmitted—for instance, when the transmission grid malfunctions. Further, in certain cases, the interconnection approval to the grid is granted on a temporary basis. If interconnection approvals are not regularised, it may result in lack of evacuation facilities being available for projects. This may affect our ability to supply the contracted amount of power to the offtaker which may result in penalties being imposed on us under the PPAs. Furthermore, if construction of power projects in India, particularly in the states and regions that we operate in, outpaces transmission capacity of power grids, we may not be in a position to transmit all of our potential electricity to the power grid and therefore is dependent on the availability of the grid infrastructure.

If transmission infrastructure does not already exist, is inadequate or is otherwise unavailable, we are responsible for establishing a connection with the grid interconnection themselves. In such cases, we will be exposed to additional costs and risks associated with developing transmission lines and other related infrastructure, including the ability to obtain rights of way from land owners for the construction of transmission grids, which may delay or increase the cost of its projects.

Although the Government of India has accorded renewable energy “must-run” status (which means that any renewable power that is generated must always be accepted by the grid), power producers and government entities are required to undertake planned generation and drawing of power in order to maintain the safety of the power grid. The Government of India also imposes deviation charges for shortfall or excess in the generation of power in order to facilitate grid integration and stability of solar and wind power generating stations. In some cases, this may curtail our ability to transmit electricity into the power grid, which may adversely affect our financial condition and results of operations.

Technical problems may reduce energy production below our expectations.

Our generation assets, including transmission lines and facilities that we construct or own, may not continue to perform due to equipment failure, wear and tear, latent defects, design error or operator error, early obsolescence or force majeure events, among other things, which may lead to unexpected maintenance needs, unplanned outages or other operational issues and have a material adverse effect on our projects, business, financial condition and results of operations. In addition, spare parts for wind and solar turbines and key pieces of electrical equipment may be hard to acquire, or may have significant sourcing lead time. Specifically, for wind turbines, we utilize the proprietary technology of some of our vendors and any failure by that vendor in supplying the technology or providing periodic maintenance or upgrade in a timely basis could adversely impact our operations. Further, sources for some significant spare parts and other equipment are located outside of India. If there is a shortage of critical spare parts or replacement solar modules, we could incur significant delays in returning facilities to full operation.

Any mechanical failure or shutdown of equipment sourced from third parties could result in us having to shut down the entire project. Such events could materially and adversely impact our generating capacity. If any shutdowns continue for extended periods, this may give rise to contractual penalties or liabilities, loss of offtakers and damage to our reputation. Although we are entitled to be compensated by manufacturers for certain equipment failures and defects in certain cases, these arrangements may not be enough to cover all losses suffered. While manufacturing defects are typically covered under the warranty agreements, we may have to bear the costs of repairing the equipment for any damages not foreseeably covered under our supply agreements which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

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The growth of our business depends on developing and securing rights to sites suitable for the development of projects.

Our ability to realize our business and growth plans is dependent on our ability to develop and secure rights to sites suitable for the development of projects. Suitable sites are determined on the basis of cost, wind and solar resource levels, topography, grid connection infrastructure and other relevant factors, which may not be available in all areas. Further, utility-scale wind and solar energy projects must be interconnected to the power grid in order to deliver electricity, which requires us to find suitable sites with adequate evacuation and transmission infrastructure. Utility-scale solar energy projects also require sufficient contiguous land for development, which may be difficult to procure on suitable terms. Land used for our projects are subject to other third-party rights such as right of passage and right to place cables and other equipment on the properties, which may interfere with our right to use the land and ultimately impair its operations.

We do not own all the land on which we operate.

Some of the land area we utilize or intend to utilize for our projects is leased. Conditions under lease agreements typically include restrictions on leasehold interest or rights to use the land, continual operating requirements, and other obligations which include obtaining requisite approvals, payment of necessary statutory charges and giving preference to local workers for construction and maintenance. We are also exposed to the risk that these leases will not be extended or will be terminated by the relevant lessees. Some of our projects are located, or will be located, on revenue land that is owned by the state governments or on land acquired or to be acquired from private parties. The timeline for transfer of title in the land is dependent on the type of land on which the power projects are, or will be, located, and the policies of the relevant state government in which such land is located. In the case of land acquired from private parties, which is agricultural land, the transfer of such land from agriculturalists to non-agriculturalists such as our Company and the use of such land for non-agricultural purposes may require an order from the relevant state land or revenue authority allowing such transfer or use. For revenue land, we obtain a lease from the relevant government authority. In certain cases, the land leased for the development of renewable energy projects is obtained on a sub-lease from the relevant state governments, which in turn has leased such land from private parties. Such land may be subject to disputes on account of right of way, encroachment and other related issues.

There is no assurance that the outstanding approvals would be received in time, or that lease or sub-lease deeds would be executed in a timely manner, such that the operation of the projects will continue unaffected. In certain cases, any delay in the construction or commissioning of a project due to reasons beyond our control may result in termination of the lease. Further, the terms of lease and sub-lease agreements may also not be co-terminus with the lifetime of the power projects, taken together with the period of time required for construction and commissioning of the project. Accordingly, we will have to obtain extensions of the terms of such leases and sub-leases for the remainder of the terms of the corresponding PPAs. In the event that the relevant state authorities do not wish to renew the lease or sub-lease agreements, we may be forced to remove our equipment at the end of the lease and our business, results of operations, cash flows and financial condition could be adversely affected.

Growing the wind and solar energy project portfolio through acquisitions may subject our Company to additional risks that may adversely affect our business, financial condition, results of operations and prospects.

A principal component of our strategy is to continue to expand our operations by growing our wind and solar energy portfolio through the development of new projects and selective acquisitions of existing or committed projects, and adopting new technologies for peak power supply, round the clock supply and storage services. Successful integration of acquired projects will depend on our ability to effect any required changes in operations or personnel, and may require capital expenditure. We may encounter difficulties in integrating the acquired projects in a timely and cost-effective manner, difficulties in establishing effective management

 

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information and financial control systems, and unforeseen legal, regulatory, contractual or other issues. Any failure to successfully integrate the portfolio of wind and solar energy projects may limit our ability to grow our business.

While we evaluate acquisition opportunities based on our targeted return, operational scale and diversification criteria and on whether we consider these opportunities to be available at reasonable prices, acquisitions involve risks that could materially and adversely affect its business, including the failure of the new acquisitions or projects to achieve the expected investment results, risks related to the integration of the assets or businesses and integration or retention of personnel relating to the acquired assets or companies, adverse impact of purchase price adjustments, and the inability to achieve potential synergies in a profitable manner, risks associated with the diversion of our management’s attention from our existing business and risks associated with entering into any new markets. The discovery of any material liabilities subsequent to an acquisition, as well as the failure of a new acquisition to perform according to expectations, could adversely affect our business, financial condition, results of operations and prospects.

We may face difficulties as we expand our operations into new areas of business within renewable/ green energy generation in which we have limited or no prior operating experience.

Our capacity for continued growth depends in part on our ability to expand our operations into, and compete effectively in new areas of business. For instance, in August 2021, we acquired L&T Uttaranchal Hydropower Limited, or “LTUHL”, which owns the Singoli Bhatwari Hydroelectric Project, a 99 MW hydropower project situated in Uttarakhand, or “SBHEP”. The project, being our first hydro power project, aims to address the intermittency associated with standard wind and solar projects and seeks to add hydro-storage to our portfolio of renewable energy projects. It may be difficult for us to understand and accurately predict the impact of varying customer preferences and assess the financial impact of operating in new lines of businesses that we may enter into in the future. In addition, the market for each such line of business may have unique regulatory dynamics of its own that are not common to other areas/ lines of business that we may seek to enter. These include laws and regulations that can directly or indirectly affect our ability to set up and operate existing projects in such areas within renewable energy generation as well as analyse the costs associated with, among others, setting up new projects (including entering into arrangements with third parties with respect to EPC and/ or operation and maintenance for such projects), insurance, support and monitoring such projects. For example, a public interest litigation was filed against LTUHL relating to certain environmental clearances. Under the share purchase agreement with LTUHL, we are indemnified in relation to this matter, there are mutually agreed monetary or time limits to LTUHL’s liability in relation to the indemnities. Therefore, there can be no assurance that the entire amount, as determined by the appropriate forum, shall be repaid to us by the seller. See “Our Business— Legal Proceedings”.

In addition, each new line of business is subject to distinct competitive and operational dynamics. Operating in such different areas may also impact our ability to bid competitively and ensure power generation in accordance with the terms of the bid, or as the case may be, power purchase agreements entered into with the customers, all of which may affect our results of operations, and key business metrics. For instance, the power generated at the hydropower plant at SBHEP is sold on the energy exchange instead of being sold at a predetermined rates under the PPA. Consequently, the price at which power is sold may vary and depends on the demand and supply for energy on the energy exchange. As a result, we may experience fluctuations in our results of operations due to the varying dynamics in the new lines of business where we may seek to operate. The growth in our portfolio of hydropower projects depends on the competitiveness of hydroelectric power generation in relation to other renewable sources of energy, which may be impacted by lower tariffs, the time taken and/ or the number of approvals required to commence a particular project, as well as public perception and/ or opposition to such projects. If we invest substantial time and resources to expand our operations into new areas of power generation and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected.

 

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If environmental conditions at our wind and solar energy projects are unfavorable, our electricity production, and therefore our revenue from operations may be substantially below expectations.

The revenue generated by our projects are proportional to the amount of electricity generated, which in turn is dependent on prevailing environmental conditions. Operating results for wind and solar energy projects vary significantly depending on natural variations from season to season and from year to year, and may also change permanently because of climate change or other factors. In some periods, the wind or solar conditions may fall within our long-term estimates but not within the averages expected for such a period. In addition, the amount of electricity our projects produce is dependent in part on the amount of sunlight or radiation (in the case of solar power projects) and on actual wind conditions, including wind speed (in the case of wind power projects).

Wind energy is highly dependent on weather conditions and in particular on wind conditions, which can be highly variable, particularly during the monsoon season in India which lasts from May to September. The profitability of a wind energy project depends not only on observed wind conditions at the site, which are inherently variable, but also on whether observed wind conditions are consistent with assumptions made during the project development phase. Actual wind conditions at these sites, however, may not conform to the measured data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. For example, wind resource availability in recent years has generally been lower than projected, which has lowered the plant load factors and energy generation at several of our projects. In addition, climatic conditions may be adversely affected by nearby objects (such as buildings, other large-scale structures or wind turbines) developed later by third parties. Therefore, the electricity generated by our wind energy projects may not meet our anticipated production levels. If the wind resources at a particular site are below the levels we expect including in terms of quality, our rate of return for that project would be below our expectations. Specifically, unfavorable wind conditions during the monsoon season could adversely affect production levels and revenues.

We base our investment decisions with respect to each project on the findings of related solar studies conducted on-site prior to construction. However, actual climatic conditions at a project site may not conform to the findings of these studies. Unfavorable weather and atmospheric conditions could impair the effectiveness of our projects or reduce their output to levels below their rated capacity. Furthermore, components of our systems, such as solar panels and inverters, could be damaged by severe weather conditions, such as hailstorms, tornadoes or lightning strikes or levels of pollution, dust and humidity. The operational performance of a particular solar energy project also depends on the contour of the land on which the project is situated. In case of highly variable contour land, the output of the solar farm situated on such a surface may be sub-optimal. our solar power projects are also affected by the monsoon season, which generally lasts from May through September.

A sustained decline in environmental and other conditions at our wind or solar energy projects could materially and adversely decrease the volume of electricity generated and we could also impact market demand for wind and solar projects. As a consequence, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our hydropower business is dependent upon hydrological conditions, which may from time to time result in conditions that are unfavourable to our business operations.

Our hydroelectric power generating projects will be dependent upon hydrological conditions prevailing from time to time in the broad geographic regions in which our existing and future hydropower plants are located. There can be no assurance that the water flows at our existing and future sites will be consistent with our expectations, or that climatic and environmental conditions will not change significantly from the prevailing conditions at the time our projections were made. Water flows vary each year, and depend on factors such as rainfall, snowfall, rate of snowmelt and seasonal changes. Our existing and future hydropower plants may be subject to substantial variations in climatic and hydrological conditions which may reduce water flow and thus our ability to generate electricity. While we plan to select hydropower plants for acquisition and/ or bidding in

 

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part on the basis of their projected outputs, the actual water flow required to produce those outputs may not exist or be sustained. If hydrological conditions result in droughts or other conditions that negatively affect our existing or proposed hydroelectric generation business, our results of operations could be materially and adversely affected.

The operation of our hydropower plants and customer demand for our power may be vulnerable to disruptions caused by natural and man-made disasters, which may materially and adversely affect our results of operations.

Our hydropower plants could be required to cease operations in the event of a drought, and to cease operating or may even be damaged in the event of a flood. Water supply to such power plants are vulnerable to natural disasters including, but not limited to, earthquakes, storms, tornadoes and floods, as well as disasters caused by human actions such as terrorist attacks, military conflicts and other deliberate or inadvertent actions which may affect the availability of water supplies or water flow to our power plants. Such disasters are unpredictable and can significantly damage our access to water supply and power plant equipment as well as the property of our consumers. Under such circumstances, market demand for power in general may be significantly adversely affected, reducing the need for the electricity we produce, and we may be unable to continue operation of our plants or to produce the level of electricity we expect. The insurance coverage we maintain may not be adequate to compensate us for all damages and economic losses which may arise in connection with these disasters. Such disruption to our operations could materially and adversely affect our results of operations.

We have substantial indebtedness and we are subject to restrictive and other covenants under our debt financing arrangements.

As of March 31, 2021, we had total borrowings (which consisted of long-term interest-bearing loans and borrowings including current maturities of long-term interest-bearing loans and borrowings and short-term interest bearing loans and borrowings) of Rs. 376,233 million (including CCPS of Rs. 26,697 million and compulsorily convertible debentures of Rs. 809 million). We expect to continue to finance a portion of our project development costs with debt financing. Our ability to meet our payment obligations under our outstanding debt depends on our ability to generate significant cash flow. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control, such as, the general condition of global equity and debt capital markets, economic and political conditions and development of the renewable energy sector. If we are unable to generate sufficient cash flow to satisfy our debt obligations or other liquidity needs, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. There is no assurance that any refinancing would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms, would materially and adversely affect our financial condition and results of operations.

Our existing credit agreements contain a number of covenants that in certain cases could limit our ability and our subsidiaries’ ability to, among other things, effect changes in the control, management or capital structure of our Company, change or amend the constitution or articles and memorandum of association, transfer or dispose of assets, pay dividends or make distributions, incur additional indebtedness, create liens, make investments, loans and acquisitions, engage in transactions with affiliates, merge or consolidate with other companies or sell substantially all of its assets. If we are unable to comply with the terms of its credit agreements, our lenders may choose to accelerate our obligations under our credit agreement and foreclose upon the collateral, or we may be forced to sell assets, restructure our indebtedness, or seek additional equity capital, which would dilute our shareholders’ interests. Our failure to comply with any covenant could result in an event of default under the agreement and the lenders (or any subsequent lender) could make the entire debt immediately due and payable. In the past, however, in the rare instance when such covenants have been

 

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breached, no lender has called an event of default and neither have they exercised their rights to accelerate the repayment of debt. In addition, in such instances, our payments of both principal and interest have been regular and as per the agreed timelines.

In the past, some of our subsidiaries have not been in compliance with certain financial ratios under their respective financing agreements. Moreover, some of our subsidiaries have not created security within specified timelines agreed with lenders in the relevant financing arrangements, typically due to reasons including delay in obtaining change in land use permissions from relevant authorities, which can be a time-consuming process in India. We have historically been able to cure some of these breaches, refinance the relevant facility or procure waivers or extensions in timelines from the relevant lenders. Further, certain breaches exist as on date of this prospectus for which we have made applications for seeking relevant waivers or extensions and in certain instances, such subsidiary is required to pay penal interest under the relevant facility. To date, however, none of our lenders have issued a notice of default or accelerated payment under such facilities on the basis of such breaches. There can be no assurance that lenders will not choose to enforce their rights or that we will be able to remedy such breaches in the same manner as was done in the past. For details of our material indebtedness, please see “Description of our Material Indebtedness.”

The loss of any of our senior management or key employees may adversely affect our ability to conduct business and implement our strategy.

We depend on our management team and the loss of any key executives could negatively impact our business. We also depend on our ability to retain and motivate key employees and attract qualified new employees. Because the renewable energy industry is relatively new in India, there is a scarcity of skilled personnel with experience in the industry. If we lose a member of our management team or a key employee, we may not be able to replace him or her. Integrating new executives into our management team and training new employees with no prior experience in the renewable energy industry could prove disruptive to our operations, require a disproportionate amount of resources and management attention and may ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit our ability to effectively manage our operational projects and complete our under development projects on schedule and within budget, which may adversely affect our business and strategy implementation.

Our in-house EPC operations expose it to certain risks.

We undertake EPC-related services for our solar energy projects and have recently started to undertake such services for our wind energy projects in-house, which exposes us to certain risks that would ordinarily be borne by third parties. For example, entering into third-party EPC contracts on the basis of fixed price contracts would insulate us from adverse price fluctuations for the equipment and materials we use for constructing power projects. As a result, we are exposed to construction cost risks that could be caused by various factors, including:

 

   

increases in the price and availability of labor, equipment and materials;

 

   

inaccuracies of drawings and technical information;

 

   

delays in the delivery of equipment and materials to project sites;

 

   

unanticipated increases in equipment costs;

 

   

delays caused by local and seasonal weather conditions; and

 

   

any other unforeseen design and engineering issues, or physical, site and geological conditions that may result in delays.

Additionally, we are primarily responsible for all equipment and construction defects, potentially adding to the cost of construction of its projects. Although we generally obtain warranties from our equipment suppliers, we cannot assure that we will be successful with any warranty claims against our suppliers.

 

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We face competition from conventional and other renewable energy producers.

Our primary competitors include domestic and foreign conventional and renewable energy project developers, independent power producers and utilities. We compete with renewable energy project developers in India on many factors including, the success of other alternative energy generation technologies (such as fuel cells, nuclear and biomass), site selection, access to vendors, access to project land, efficiency and reliability in project development and operation and auction bid terms. Through the competitive bidding process, we compete for project based on many factors including, pricing, technical and engineering expertise, financial conditions, including specified minimum net worth criteria, financing capabilities and track record. Submitting a competitive bid at a wind or solar power project auction requires extensive research, planning, due diligence and a willingness to operate with lower operating margins for sustained periods of time. If we miscalculate our tariff rates and incorrectly factors costs for construction, development, land acquisition and price of components (including due to increase in duties and other levies), the economics of our bid may be affected and the project may become economically unviable.

Further, we compete with both conventional and renewable energy companies for the financing needed to develop and construct projects. We also compete for the limited pool of qualified engineers and personnel with requisite industry knowledge and experience, equipment supplies, permits and land to develop new projects. Our operational projects may compete on price if we sell electricity into power markets at wholesale market prices. We may also compete with other conventional energy (whose tariffs may be more competitive) and renewable energy generators when we bid on, negotiate or renegotiate a long-term PPA. Additionally, some state utilities may have a preference for entering into PPAs with conventional energy suppliers.

Some of our competitors may have greater financial, marketing, personnel and other resources than we do and may be in a position to acquire renewable energy projects by paying a significant premium or otherwise seek to grow their business more aggressively. A reduction in demand for energy from renewable energy sources or our failure to successfully acquire new renewable energy projects may adversely affect our business and financial condition. Furthermore, technological progress in conventional forms of electricity generation or the discovery of large new deposits of conventional fuels could reduce the cost of electricity generated from those sources or make them more environmentally friendly, and as a consequence reduce the demand for electricity from renewable energy sources or render our projects uncompetitive which may affect our business, financial condition and prospects. Demand for renewable energy may also be adversely impacted by public perceptions of the direct and indirect benefits of adopting renewable energy technology as compared against using conventional forms of electricity generation.

Further, certain of our competitors may also grow through corporate reorganizations or alliances with other competitors. Any growth in the scale of our competitors may result in the establishment of advanced in-house engineering, EPC and O&M capabilities, which may offset any current advantage we may have over them. These competitors may also decide to enter into new business avenues such as round-the-clock projects and firm power projects which directly compete with our current position. Moreover, any merger of our suppliers or contractors with any of our competitors may limit our choices of suppliers or contractors and reduce our overall project execution capabilities. In addition, our competitors may have greater financial resources and more localized business presence. Increased competition may result in price reductions, reduced margins and a loss of our market share, any of which may adversely affect our business, financial condition and prospects.

We are required to comply with anti-corruption laws and regulations of the United States government, United Kingdom and India. The implementation of compliance procedures and related controls may be time consuming and expensive and possibly not effective, and our past non-compliance or our future failure to comply, if any, may subject our Company to civil or criminal penalties and other remedial measures.

We are a recently incorporated holding company with no business operations. Upon completion of the Business Combination, ReNew India and its subsidiaries, have become our subsidiaries. In addition to the

 

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Prevention of Corruption Act, 1988 in India, we will be exposed to a number of anti corruption laws, including the Foreign Corrupt Practices Act, or “FCPA,” in the United States and the UK Bribery Act 2010, or “Bribery Act,” in the United Kingdom. The failure to comply with anti-corruption laws applicable to us could result in fines, penalties, criminal sanctions on our officers, disgorgement of profits and prohibitions on doing business, which could harm our reputation and harm our business, financial condition, results of operations and prospects. Any violations of these laws, regulations and procedures by our personnel (which include our vendors) and agents could expose us to administrative, civil or criminal penalties, fines or restrictions on export activities (including other U.S. laws and regulations as well as foreign and local laws) and would adversely affect our reputation and the market for our ordinary shares and may require certain of our investors to disclose their investment in our Company under certain state laws. If we are not in compliance with export restrictions, U.S. or international economic sanctions or other laws and regulations that apply to our operations, we may be subject to civil or criminal penalties and other remedial measures. Any determination that hawse have violated the FCPA or other international anti-corruption laws (whether directly or through acts of others, intentionally or through inadvertence) could result in penalties, both financial and non-financial, that could materially and adversely affect our business.

For example, we have received a notice from the Anti-Corruption Bureau, Government of Telangana alleging that we paid a bribe to a land revenue officer to reflect the change in legal ownership of land parcels in the records for land purchased in the village of Ananthasagar, Kondapur Mandal. We have responded to the notice stating that we and our subsidiaries or any of our employees/agents have not been involved in such activities and we have not heard further from the authorities on the matter. For more information see “Our Business—Legal Proceedings.”

We are involved in various tax and legal proceedings that may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes.

We are involved in various tax and legal proceedings that involve claims for various amounts of money or which involve how we conduct our business. As of March 31, 2021, we had disputes concerning income tax, service tax and value added tax. We were also involved in certain disputes with offtakers, including in relation to the recovery of overdue payments from our offtakers and delay in setting up of projects and supply of electricity. While most of these have been settled, we have ongoing disputes with certain of our offtakers in connection with claims for increased tariffs due to “change in law,” force majeure events and others. See “Our Business—Legal Proceedings.”

Additionally, claims may be brought against or by us from time to time regarding, for example, defective or incomplete work, defective products, accidents or deaths, damage to or destruction of property, breach of warranty, late completion of work, delayed payments or regulatory compliance, and may subject our Company to litigation, arbitration and other legal proceedings, which may be expensive, lengthy, and occasionally disrupt normal business operations and require significant attention from our management. Unfavorable outcomes or developments relating to these proceedings, could have a material adverse effect on the Issuer’s business, financial condition and results of operations. See “Our Business—Legal Proceedings.

If we are unable to maintain an effective system of internal controls and compliances, our business and reputation could be adversely affected.

While we manage regulatory compliance by monitoring and evaluating our internal controls to ensure that we are in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in our internal controls and compliances will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all. As we continue to grow, there can be no assurance that there will be no other instances of such inadvertent non-compliances with statutory requirements, which may subject us to regulatory action, including monetary penalties, which may adversely affect our business and reputation.

 

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The government may exercise rights of compulsory acquisition in respect of any land owned by our Company and compensation for such acquisition paid by the government to us may be inadequate.

We are subject to the risk that governmental agencies in India may exercise rights of compulsory purchase of lands. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013, or the “Land Acquisition Act” in India allows the central and state governments to exercise rights of compulsory purchase of land if such acquisition is for a “public purpose,” which, if used in respect of our land, could require us to relinquish land. Further, compensation paid for acquiring our land may not be adequate to compensate us for the loss of the property. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads, airports and railways in India. Additionally, the provisions of the Land Acquisition Act cover various aspects related to the acquisition of land which may affect Rour Company, including provisions stipulating: (i) restrictions on acquisition of certain types of agricultural land; and (ii) compensation, rehabilitation and resettlement of affected people residing on such acquired land. Further, we may face difficulties in complying with the Land Acquisition Act as it is a relatively recent statute with limited case-law interpreting its provisions. Any action under the Land Acquisition Act in respect of any of our major current or proposed developments could adversely affect our business, financial condition, results of operations, cash flows or prospects.

If we incur an uninsured loss or a loss that significantly exceeds the limits of our insurance policies, the resulting costs may adversely affect our financial condition.

Our main assets include wind turbine generators and solar panels. Operating these assets involves risks and hazards that may adversely affect our operations, including equipment failures, natural disasters, environmental hazards and industrial accidents. These and other hazards can cause or result in personal injury or death, severe damage to and destruction of property, plant and equipment and suspension of operations. For instance, in January 2018, a contract worker had a fatal accident at one of our solar energy project sites in Karnataka. The third-party contractor made payments to the worker’s family, and no claims were made against us, nor do we anticipate any further claims or investigations into this incident.

We may also face contractual or civil liabilities or fines in the ordinary course of business as a result of damages suffered by PPA counterparties or third parties, which may require us to make indemnification or other damage payments under contract or otherwise in accordance with law, and our contracts may not have adequate limitations of liability for direct or indirect damage.

Our insurance coverage may not be sufficient to cover all losses and its insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations or cash flows. Further, due to rising insurance costs and changes in the insurance markets, there is no assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Changes in technology may render our technologies obsolete or require us to make substantial capital investments.

Although we attempt to maintain the latest international technology standards, the technology requirements for businesses in the wind and solar energy sectors are subject to continuing change and development. Some of our existing technologies and processes in the wind and solar energy business may become obsolete or perform less efficiently compared to newer and better technologies and processes.

The cost of upgrading or implementing new technologies, upgrading our existing equipment or expanding capacity could be significant and may adversely affect our results of operations if we are unable to pass on such costs to our offtakers. Failure to respond to technological changes effectively and timely may adversely affect our business and results of operations.

 

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We may not be able to adequately protect our intellectual property rights, including the use of the “ReNew” name and the associated logo, which could harm our competitiveness.

We have obtained the trademark registration for the “ReNew” marks and logo under various classes in India. We have also applied for the trademark “ReNew” under certain other classes. We believe that the use of our name and logo is vital to our competitiveness and success and for us to attract and retain our customers and business partners. Any improper use or infringement by any party could adversely affect our business, financial condition and results of operations. Furthermore, some of our applications for the registration of trademarks under various classes have been refused in the past. There is no assurance that the measures we have taken will be sufficient to prevent any misappropriation of our intellectual property.

Enforcement of any intellectual property rights could be time consuming and costly. We may not be able to establish our rights to such intellectual property in the absence of relevant registrations and accordingly may not be able to take appropriate action or prevent the use of such name or logo by third parties. If the measures we take do not adequately safeguard our intellectual property rights, we could suffer losses due to competing offerings of services that exploit our name and logo. We may also be subject to claims for breach of intellectual property by third parties if we are unable to secure adequate protection in relation to our name and logo.

We have entered into a number of related party transactions and may continue to enter into related party transactions in the future.

In the ordinary course of its business, we have entered into transactions with related parties. There can be no assurance that we could not have achieved more favorable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future. There can be no assurance that these or any future related party transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on our business, financial condition and results of operations. Further, the transactions with our related parties may potentially involve conflicts of interest. Additionally, there can be no assurance that any dispute that may arise between our Company and related parties will be resolved in our favor. See “Certain Relationships and Related Party Transactions.

Our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees.

As at March 31, 2021, we had 1,219 full-time employees. While we had not had any instances of strikes or lock-outs since we commenced operations, we may experience disruptions in our operations due to disputes or other problems with our workforce, and efforts by our employees to modify compensation and other terms of employment may divert management’s attention and increase operating expenses. From time to time, we also enter into contracts with independent contractors to complete specific assignments and these contractors are required to provide the labor necessary to complete such assignments. Although we do not engage these laborers directly, we may be held responsible for wage payments to laborers engaged by contractors should the contractors default on wage payments. The occurrence of such events could materially adversely affect our business, prospects, financial condition and results of operations.

Industry data and estimates contained in this prospectus are inherently uncertain and subject to interpretation.

Certain facts, forecasts and other statistics relating to our industry in which we compete contained in this prospectus have been derived from various public sources and commissioned third-party industry information. In particular, in connection with this offering, we commissioned IHS Markit to prepare and provide information relating to our industry, which has been extracted and included in this prospectus. Industry data and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Such data may be subject to interpretation, and any discrepancy in the interpretation thereof could lead to different data, measurements and estimates and result in errors and inaccuracies.

 

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The United Kingdom’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business, which could reduce the price of the our Class A Ordinary Shares.

We are a UK incorporated company. Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union and ratified a trade and cooperation agreement governing its future relationship with the European Union. The agreement, which is being applied provisionally from January 1, 2021 until it is ratified by the European Parliament and the Council of the European Union, addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the United Kingdom and the European Union as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.

These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings have been and may continue to be subject to increased market volatility. Lack of clarity about future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to replace or replicate could depress economic activity and restrict our access to capital. Any of these factors could have a material adverse effect on our business, financial condition and results of operations and reduce the price of the our Class A Ordinary Shares.

Fluctuations in foreign currency exchange rates may negatively affect our capital expenditures and could result in exchange losses.

Our functional currency is the Indian Rupee and our revenue and operating expenses are denominated primarily in Indian Rupees. However, some of our capital expenditures, particularly those for equipment imported from international suppliers, such as solar module panels, are denominated in foreign currencies, particularly the U.S. Dollar, and some of our other obligations, including our external commercial borrowings, are also denominated in U.S. Dollars. To the extent that we are unable to match revenue received in our functional currency with costs paid in foreign currencies, exchange rate fluctuations could adversely affect our profitability. Substantially all of our cash flows are generated in Indian Rupees and, therefore, significant changes in the value of the Indian Rupee relative to foreign currencies could adversely affect our financial condition. We expect our capital expenditures for proposed expansion plans to include significant expenditure in foreign currencies for imported equipment and machinery.

While we have hedged our external commercial borrowings and our capital expenditure costs denominated in U.S. Dollars against foreign currency fluctuations, changes in exchange rates may still adversely affect our results of operations and financial condition. Any amounts spent to hedge the risks to our business due to fluctuations in currencies may not adequately hedge against any losses we incur due to such fluctuations. There is no assurance that we will be able to reduce our foreign currency risk exposure, through the hedging transactions we have already entered into or will enter into, in an effective manner, at reasonable costs, or at all.

Natural and catastrophic events and terrorist attacks may reduce energy production below our expectations.

A natural disaster, severe weather conditions or an accident that damages or otherwise adversely affects any of our operations could materially and adversely affect our business, financial condition and results of operations. Severe floods, lightning strikes, earthquakes, extreme wind conditions, severe storms, wildfires, adverse monsoons and other unfavorable weather conditions (including those from climate change) or natural disasters could damage our property and assets or require us to shut down our turbines, solar panels or related equipment

 

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and facilities, impeding our ability to maintain and operate our projects and decreasing electricity production levels and revenues from operations. In addition, catastrophic events such as explosions, terrorist acts or other similar occurrences could result in similar consequences or in personal injury, loss of life, environmental danger or severe damage to or destruction of the projects or suspension of operations, in each case, adversely affecting our ability to maintain and operate the projects and decreasing electricity production levels and revenues from operations. Any of these events could adversely affect our business, financial condition, results of operations and prospects.

In addition, India, the United States or other countries from where we import equipment may enter into armed conflict or war with other countries or extend preexisting hostilities. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries. Military activity or terrorist attacks or concerns regarding regional stability could adversely affect the economy by, for instance, disrupting communications and making travel more difficult. Such events could also create a perception that investments in companies involve a higher degree of risk. This, in turn, could adversely affect customer confidence in the economy, which could have an adverse impact on the economies of countries, on the markets for our solutions and on our business.

Our business could be negatively affected by security threats, including cybersecurity threats.

As renewable energy utility company, we face security threats, including cybersecurity threats to gain unauthorized access to sensitive information, to misappropriate financial assets or to render data or systems unusable; threats to the security of our facilities and infrastructure or third party facilities and infrastructure, such as evacuation grids and interconnection facilities. The potential for such security threats has subjected our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of financial assets, sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. These events could lead to financial losses from remedial actions, loss of business or potential liability and may even lead to our projects coming to a complete standstill.

Risks Relating to India

A substantial portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.

A substantial portion of our business and employees are located in India, and we intend to continue to develop and expand our business in India. Consequently, our financial performance and the price of our Class A Ordinary Shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India.

The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and there is no assurance that such liberalization policies will continue.

 

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India has a mixed economy with a large public sector and an extensively regulated private sector. The Government of India and the state governments play a significant role in the Indian economy and the effect on producers, consumers, service providers and regulators over the years. The Government of India has in the past, among other things, imposed controls on the prices of a broad range of goods and services, restricted the ability of businesses to expand existing capacity and reduce the number of their employees, determined the allocation to businesses of raw materials and foreign exchange and reversed their policies of economic liberalization. We may not be able to react to such changes promptly or in a cost-effective manner. Increased regulation or changes in existing regulations may require our Company to change our business policies and practices and may increase the cost of providing services to our customers which would have an adverse effect on its operations and its financial condition and results of operations. On March 27, 2020, the Reserve Bank of India permitted specified financial institutions to allow a moratorium of three months on term loan installments and interest on certain working capital facilities due for repayment during that period of the lockdown in India. The RBI further extended the moratorium for three months which ended on August 31, 2020. Some of our subsidiaries availed these benefits; however, as of September 30, 2020, the deferred amounts (including the interest thereon) due to the lenders were added to the outstanding loan amount under the respective facilities. The Government of India had also announced a set of restrictive measures after the nationwide lockdown was imposed in order to contain the spread of the COVID-19.

Further, as per the Electricity Act, the state distribution companies in India are required to procure minimum prescribed energy from renewable energy sources in the form of renewable purchase obligation. However, in the past, most of the states have been in non-compliance with the obligation to purchase such minimum amount of energy produced from renewable energy sources, on account of low penalties currently associated with such non compliance. Accordingly, there may be an adverse impact on our profitability due to resultant lower procurement of renewable energy.

There is no assurance that we would be able to comply with all of the measures on a timely and cost effective basis and we may be subjected to regulatory actions for not adhering to all of the preventive measures. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business and prospects.

Our business is dependent on the regulatory and policy environment affecting the renewable energy sector in India.

The regulatory and policy environment in which we operate is evolving and subject to periodic change, and our business and financial performance could be adversely affected by any unfavorable changes in or interpretations of existing laws, or implementation of new laws. There can be no assurance that the Government in India will not implement new regulations and policies which will require us to obtain additional approvals and licenses from regulatory bodies or impose onerous requirements and conditions on our operations, which could result in increased compliance costs as well as divert significant management time and other resources.

Further, we depend in part on government policies that support renewable energy and enhance the economic feasibility of developing renewable wind and solar energy projects. The Government of India and several of the states in which we operate or plan to operate provide incentives that support the generation and sale of renewable energy, and additional legislation is regularly being considered that could enhance the demand for renewable energy and obligations to use renewable energy sources. In addition, regulatory policies in each state in India currently provide a favorable framework for securing attractive returns on capital invested. If any of these incentives or policies are adversely amended, eliminated or not extended beyond their current expiration dates, or if funding for these incentives is reduced, or if governmental support of renewable energy development, particularly wind and solar energy, is discontinued or reduced, it could adversely affect our ability to obtain

 

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financing, the viability of new renewable energy projects constructed based on current tariff and cost assumptions or the profitability of our existing projects. The Government of India has accorded renewable energy “must-run” status, which means that any renewable power that is generated must always be accepted by the grid. However, certain state utilities may order the curtailment of renewable energy generation despite this status and there have been instances of such orders citing grid safety and stability issues being introduced in the past. This may occur as a result of the state electricity boards purchasing cheaper power from other sources or transmission congestion owing to a mismatch between generation and transmission capacities. There can be no assurance that the Government of India will continue to maintain the “must-run” status for renewable energy or that the state electricity boards will not make any orders to curtail the generation of renewable energy.

The Government of India had also removed the upper ceiling on tariffs for solar power bids to facilitate greater participation. Further, pursuant to its priority sector lending scheme, the Reserve Bank of India increased the cap of Rs. 150 million to Rs. 300 million for generators of solar, biomass, wind and micro-hydel power in 2020 which would bring more liquidity to renewable energy sector. In order to boost the Indian economy, the Government of India also proposed the production linked incentive scheme through which ten critical sectors would benefit from incentives to enhance manufacturing capabilities and exports. Out of these 10 sectors, some of these critical sectors include high-efficiency solar photovoltaic modules, advanced chemistry cell batteries, automobiles, and auto components which may boost our business prospects. However, there is no assurance that Government of India or the state governments will give effect to such incentives in future which may, in turn, materially and adversely affect our business, financial condition, results of operations and prospects.

Further, the Government has also extended the existing prevailing safeguard duties until July 29, 2021 on imports from countries including China. Further, in March 2021, the Government announced a basic customs duty of 40% on solar modules and 25% on solar cells. While we believe this will classify as “change in law” for our utility-scale projects that are in the pipeline, upfront capital expenditure will be required to be borne by us until the same is approved by the regulatory commission and PPAs are amended for the compensation. Since 2019, the Government of India has prepared a list of approved module suppliers that will be eligible to supply modules to project developers that get selected to develop solar projects in the competitive bidding process. As a result, renewable energy companies, such as our Company, can only import modules from suppliers that are on the list approved for bids. As a result of these initiatives, our cost of imports may increase, which may in turn, materially and adversely affect our business, financial condition, results of operations and prospects.

We benefit from a number of other government incentives, including, preferential tariffs for wind and solar power assets under long-term PPAs; preferential charges on transmission, wheeling and banking facilities; generation based incentives schemes for certain wind power assets; tax holidays; and availability of accelerated depreciation for wind and solar power assets. There is no assurance that the Government of India and state governments will continue to provide incentives and allow favorable policies to be applicable to us, and these incentives may be available for limited period.

For instance, the Ministry of Power has currently waived inter-state transmission charges until June 30, 2023. However, we may face a drop in the incentives for wind and solar projects once such waiver is lifted. See “Our Business—Government Regulations.” Changes to government policies curtailing renewable energy generation may adversely affect our business. If governmental authorities stop supporting, or reduce or eliminate their support for, the development of renewable energy projects, it may become more difficult to obtain financing, our economic return on certain projects may be reduced and its financing costs may increase. A delay or failure by governmental authorities to administer incentive programs in a timely and efficient manner could also adversely affect our ability to obtain financing for its projects. These may, in turn, materially and adversely affect our business, financial condition, results of operations and prospects.

 

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We face uncertainty of title to its lands. If we are unable to identify or cure any defects or irregularities with respect to title to such lands, our business and operations may be adversely affected.

There is no central title registry for real property in India and the method of documentation of land records in India has not been fully computerized. Property records in India are generally maintained at the state and district level and are updated manually through physical records of all land related documents and may not be available online for inspection or updated in a timely manner. This could result in investigations into property records taking a significant amount of time or being inaccurate in certain respects, which may impact the ability to rely on them. Land records are often handwritten, in local languages and not legible, which makes it difficult to ascertain the content. In addition, land records are often in poor condition and are at times untraceable, which materially impedes the title investigation process. In certain instances, there may be a discrepancy between the extent of the areas stated in the land records and the areas stated in the title deeds, and the actual physical area of some of lands on which the projects are constructed or proposed to be constructed. Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favor of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not be aware of, can affect the title to a property. Any misrepresentation with respect to title by third parties from whom we purchase land may render such land liable to confiscation and action by other parties who may claim ownership of such land. As a result, potential disputes or claims over title to the land on which the projects are developed or used for operations or will be constructed may arise.

While we carry out due diligence before acquiring land in connection with any project, all risks, onerous obligations and liabilities associated with the land for each project may not be fully assessed or identified, which could include the nature of faulty or disputed title, unregistered encumbrances, adverse possession rights, claims by third parties or potential expropriation by Government of India, which could have an adverse impact on our operations.

We are subject to various labor laws, regulations and standards in India. Non-compliance with and changes in such laws may adversely affect our business, results of operations and financial condition.

We are required to comply with various labor and industrial laws in India, which include the Factories Act, 1948, the Industrial Disputes Act, 1947, the Employees State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Workmen Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Contract Labor (Regulation and Abolition) Act, 1970 and the Payment of Wages Act, 1936 in India. The Parliament of India has recently proposed the enactment of the Social Security Code 2020, the Occupational Safety, Health and Working Conditions Code 2020 and the Industrial Relations Code 2020. The three new codes have been enacted to abridge, rationalize and consolidate Indian central labor laws. The Government of India has also proposed implementing the Code on Wages, 2019 alongside the three new labor codes. The new codes, if implemented, will introduce several new changes, such as introducing a single registration and license for Indian companies, increasing threshold for applicability of certain laws for factories, increase in threshold for engaging contract workers, and government approval for retrenchment (termination) of workers. There is no assurance that our costs of complying with current and future labor laws and other regulations will not adversely affect its business, results of operations or financial condition. There is a risk that we may fail to comply with such regulations, which could result in us being exposed to sanctions and fines, and may lead us to stop operations which could have an adverse impact on our operations.

Recent global economic conditions have been challenging and continue to affect the Indian market, which may adversely affect our business, financial condition, results of operations and prospects.

The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may adversely affect

 

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the market price of securities of companies located in other countries, including India. For instance, the economic downturn in the U.S. and several European countries during 2008 and 2009 adversely affected market prices in the global securities markets, including India. Negative economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may also affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Furthermore, global events like the COVID-19 pandemic or the decline in global oil prices in 2020 can materially impact the global economic conditions and reduce the flow of funds through equity or debt in India. Any worldwide financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in India and could then adversely affect our business and financial performance. Any other global economic developments or the perception that any of them could occur may adversely affect global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have an adverse effect on its business, financial condition and results of operations.

As the domestic Indian market constitutes a significant source of our revenue, a slowdown in the economic growth in India could cause its business to suffer.

Slowdown in the growth of the Indian economy could adversely affect our business. The growth rate of India’s GDP was 6.8% and 4.2% during fiscal years ended March 31, 2019 and 2020. India’s GDP growth in the year ended March 31, 2021 has been adversely affected by the COVID-19 pandemic. During the year there was also a decline in electricity demand as a result of the nationwide lockdown to contain the spread of COVID-19 in India. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be adversely affected by such economic slowdown and global crisis. Notwithstanding the Reserve Bank of India’s policy initiatives, the course of market interest rates continues to be uncertain due to the high inflation, the increase in the fiscal deficit and the Government of India’s borrowing program. Any continued or future inflation because of increases in prices of commodities such as crude oil or otherwise, may result in a tightening of monetary policy and could materially and adversely affect our business, financial condition and results of operations. Any increase in interest rates or reduction in liquidity could adversely impact our business.

Any downgrading of India’s sovereign debt rating by an international rating agency could negatively impact our business and results of operations.

India’s sovereign rating is Baa3 with a “positive” outlook (Moody’s), BBB- with a “stable” outlook (S&P) and BBB-with a “stable” outlook (Fitch). Any adverse revisions to India’s credit ratings by international rating agencies may adversely affect our ratings, terms on which it is able to finance capital expenditure or refinance any existing indebtedness. This could adversely affect our business, financial condition, results of operations and prospects.

A decline in India’s foreign exchange reserves may adversely affect liquidity and interest rates in the Indian economy.

As of March 31, 2021, India’s foreign exchange reserves were Rs. 42,006,680 million. A sharp decline in these reserves could result in reduced liquidity and higher interest rates in the Indian economy. Reduced liquidity or an increase in interest rates in the economy following a decline in foreign exchange reserves could have a material adverse effect on our financial performance and ability to obtain financing to fund its growth on favorable terms or at all.

Changes in the taxation system in India could adversely affect our business.

Our operations, profitability and cash flows could be adversely affected by any unfavorable changes in central and state-level statutory or regulatory requirements in connection with direct and indirect taxes and

 

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duties, including income tax, goods and service tax, or “GST” in India, or by any unfavorable interpretation taken by the relevant taxation authorities or courts in India. Any amendments to Indian tax laws could adversely affect our operations, profitability and cash flows.

For example, the Government of India levied GST on renewable energy devices as well as on service of construction for solar power plant and wind operated electricity generators.

Under Indian tax laws, generally a domestic company is liable to corporate tax rate of 30% (plus applicable surcharge and cess). However, a lower corporate tax rate of 25% (plus applicable surcharge and cess) is applicable for domestic companies in the year ending March 31, 2022 whose annual turnover or gross receipts does not exceed Rs. 4 billion in the year ended March 31, 2019. Additionally, the Income Tax Act, 1961 provides for a minimum alternate tax, or “MAT,” of 15% (plus applicable surcharge and cess) on the book profits of the companies computed in the prescribed manner, if the normal corporate tax liability of the company is less than 15% of such book profits.

The Indian tax laws also provide an option to the domestic companies to pay a reduced statutory corporate income tax of 22% plus applicable surcharge and cess (15% plus surcharge and cess for newly set up domestic manufacturing companies subject to certain conditions), provided such companies do not claim certain specified deduction or exemptions. Further, where a company has opted to pay the reduced corporate tax rate of 15% or 22% plus applicable surcharge and cess, the MAT provisions would not be applicable. Thus, we and our subsidiaries operating in India may choose not to claim the specified deductions or exemptions and claim the lower corporate tax, in which case, the MAT provisions would not be applicable. Alternatively, we and our subsidiaries may choose to pay the higher of corporate tax, i.e., 30% or 25%, as the case may be, plus applicable surcharge and cess, after claiming the applicable deductions and exemptions or the MAT at the rate of 15% plus applicable surcharge and cess. Considering the impact of these provisions may vary from company to company and the option exercised, there is no certainty on the impact that these amendments may have on our business and operations or on the industry in which we operate.

Dividends distributed by domestic companies are taxable in the hands of its shareholders with effect from fiscal year starting April 1, 2020. Domestic companies are required to withhold tax at applicable rates. Until fiscal year ending March 31, 2020, the domestic company distributing dividend was liable to pay dividend distribution tax at a rate of 15% plus surcharge and cess on grossed up amount and such dividend was exempt in the hands of the shareholders.

Further, as per Income Tax Act, 1961, a company incorporated outside India is to be treated as a resident in India if its place of effective management, or “POEM” is in India. POEM has been defined to mean a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are, in substance, made. If a company incorporated outside India is treated as a resident in India, global income of such company would be taxable in India at the rate of 40% (plus applicable surcharge and cess). Further, any dividend which is distributed by such company, shall be treated as dividend distributed by a domestic company and such dividends shall be taxable in the hands of the shareholders with effect from fiscal year starting April 1, 2020.

Separately, if a foreign company carries on any of its business activities in India through its employees or agent or any other personnel, such foreign company could be deemed to have taxable presence (Permanent Establishment or Business Connection) in India, in which case, income of the foreign company attributable to its India presence would be taxed on net basis in India at 40% plus applicable surcharge and cess, subject to benefit, if any, under applicable double taxation avoidance agreements.

Capital gain arising on transfer of unlisted shares in an Indian company is taxable in the hands of foreign company at 10% (plus surcharge and cess) if such shares have been held for a period of more than 24 months, otherwise at 40% (plus surcharge and cess), subject to benefit, if any, under applicable double taxation avoidance

 

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agreements. Indexation of cost of acquisition may not allowed to such foreign shareholders. Any further upstreaming of funds by the foreign company to its shareholders by way of dividend in cash should not be subject to tax in India.

If the non-resident shareholders of the foreign company exit by way of redemption of the shares held by them in the foreign company or by selling the shares in foreign company, such non-resident shareholders could be taxed in India where the foreign company derives substantial value from India subject to shareholders being either entitled to small shareholder exemption available under Income Tax Act, 1961 or a benefit under the applicable double taxation avoidance agreement.

Indian resident shareholders exiting from a foreign company either by way of redemption or sale of shares would be liable to capital gains tax at 20% (plus surcharge and cess) where the shares have been held for a period of more than 24 months, otherwise at the tax rate ranging from 22% to 30% (plus surcharge and cess), as applicable to the relevant resident shareholder.

India has signed and ratified the Multilateral Instrument, or “MLI,” which modifies the existing bilateral tax treaty, to implement tax treaty related measures to prevent Base Erosion and Profit Shifting or “BEPS.” As a result, MLI has entered into force for India on October 1, 2019 and its provisions have effect on India’s tax treaties, including tax rates specified therein, from financial year 2020-21 onwards where the other country has also deposited its instrument of ratification with Organization of Economic Co-operation and Development or “OECD” and both countries have notified the relevant tax treaty as a Covered Tax Agreement.

The General Anti-Avoidance Rules, or “GAAR” under Indian tax law seeks to deny the tax benefit claimed in “impermissible avoidance arrangements.” An impermissible avoidance arrangement is defined under Indian tax laws as any arrangement, the main purpose of which is to obtain a tax benefit, subject to satisfaction of certain tests. If GAAR provisions are invoked, then the tax authorities have wide powers, including the denial of tax benefit or the denial of a benefit under a tax treaty. In the absence of sufficient judicial precedents interpreting GAAR provisions, the consequential effects on us cannot be determined yet and there can be no assurance that such effects would not adversely affect our business, future financial performance.

There is no assurance that any of the aforementioned provisions in Indian tax law and amendments thereto in the future would not adversely affect our business, prospects, financial condition, results of operations and cash flows.

Risks Relating to the Company’s Securities

Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our Class A Ordinary Shares and Warrants to fall.

The Selling Securityholders can resell, under this prospectus, up to (a) 279,151,340 Class A Ordinary Shares constituting (on a post-exercise basis) approximately 96% of our issued and outstanding Class A Ordinary Shares (assuming the exercise of all of our Warrants), (b) 7,671,581 Warrants constituting approximately 36% of our issued and outstanding Warrants, and (c) 118,363,766 Class C Ordinary Shares constituting 100% of our issued and outstanding Class C Ordinary Shares. Sales of a substantial number of Class A Ordinary Shares and/or Warrants in the public market by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our Class A Ordinary Shares and Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares and Warrants.

 

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Fluctuations in operating results, quarter-to-quarter earnings and other factors, including incidents involving our customers and negative media coverage, may result in significant decreases or fluctuations in the price of our securities.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of our Class A Ordinary Shares and Warrants and, as a result, there may be significant volatility in the market price of our shares. Separately, if we are unable to operate as profitably as investors expect, the market price of our shares will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of our control could have an adverse effect on the price of our Class A Ordinary Shares and Warrants and increase fluctuations in its earnings. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting general conditions in the economy or the financial markets or other developments affecting the renewable energy industry.

A market for our Class A Ordinary Shares and Warrants may not develop, which would adversely affect the liquidity and price of our Class A Ordinary Shares and Warrants.

An active trading market for our Class A Ordinary Shares and Warrants may never develop or, if developed, it may not be sustained. You may be unable to sell your Class A Ordinary Shares and Warrants of the Company unless a market can be established and sustained.

The rights of the holders of Class C Ordinary Shares are different with respect to voting and conversion rights.

Holders of Class A Ordinary Shares are entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class C Ordinary Shares are not entitled to vote. Subject to the A&R Articles of Association of the Company, each Class C Ordinary Share can be automatically re-designated for one Class A Ordinary Share when transferred, however holders may continue to hold Class C Ordinary Shares if the conditions of transfer and re-designation under the A&R Articles of Association of the Company are not met. The Class C Ordinary Shares are not listed and there is no public market for such shares. Consequently, you may not be able to sell the Class C Ordinary Shares at the prevailing market price of the Class A Ordinary Shares or at any other price or at the time that you would like to sell.

We are a holding company. Our sole material assets are our equity interest in ReNew India and its other direct and indirect subsidiaries and we are accordingly dependent upon distributions from such subsidiaries to pay taxes and cover our corporate and other overhead expenses.

We are a holding company and have no material assets other than our equity interest in ReNew India and its other direct and indirect subsidiaries. We have no independent means of generating revenue. To the extent any subsidiary has available cash, we intend to cause the subsidiary to make non-pro rata payments to us to reimburse us for our corporate and other overhead expenses. To the extent that we need funds and a subsidiary is restricted from making such distributions or payment under applicable law or regulation or under the terms of any financing arrangements due to restrictive covenants or otherwise, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

We may issue additional other securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of our shares.

We may issue additional securities of equal or senior rank in the future in connection with, among other things, our equity incentive plan or in connection with a founder investors put financing issuance under the terms

 

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of the Registration Rights, Coordination and Put Option Agreement (for details, see “Certain Relationships and Related Person Transactions—Registration Rights, Coordination and Put Option Agreement”) without further shareholder approval, in a number of circumstances. Pursuant to a founder investors put financing issuance, we may issue up to 15,591,932 additional Class A Ordinary Shares which represents the ordinary shares of ReNew India held by the Founder Investors.

Our issuance of additional securities of equal or senior rank would have the following effects:

 

   

Our existing shareholders’ proportionate ownership interest in the Company may decrease;

 

   

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

   

the relative voting strength of each previously outstanding shares may be diminished; and

 

   

the market price of shares may decline.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about the Company, the price of our Class A Ordinary Shares and Warrants, and trading volume could decline significantly.

The market for our Class A Ordinary Shares and Warrants will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, the market price and liquidity for our shares could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover our Company downgrade their opinions about our Class A Ordinary Shares and Warrants, publish inaccurate or unfavorable research about us, or cease publishing about us regularly, demand for our Class A Ordinary Shares and Warrants could decrease, which might cause the price of our Class A Ordinary Shares and Warrants, and trading volume to decline significantly.

Future resales of the Class A Ordinary Shares and Warrants issued in connection with the Transactions and the PIPE Investment may cause the market price of the Class A Ordinary Shares and Warrants to drop significantly, even if our business is doing well.

Under the Business Combination Agreement, the parties thereto, or the “Business Combination Agreement Parties,” have received, among other things, a significant amount of our shares and Warrants. Pursuant to the Registration Rights, Coordination and Put Option Agreement, certain parties will be restricted from selling any of the our securities that they receive as a result of the share exchange for a minimum of 180 days after the Closing Date, subject to certain exceptions including, but not limited to, that SACEF will not be subject to such lock-up and GSW will be entitled to sell certain of our securities held by it during such lock-up period.

Upon expiration or waiver of the applicable lock-up periods, and upon effectiveness of the registration statement we file pursuant to the Registration Rights, Coordination and Put Option Agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, the Business Combination Agreement Parties, PIPE investors and certain other significant shareholders may sell large amounts of our securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our shares.

Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement we file pursuant to the above-referenced Registration Rights, Coordination and Put Option Agreement, or as required under the subscription agreements with the PIPE Investors, in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 under the Securities Act, the Business Combination Agreement Parties and the PIPE Investors may sell large amounts of our Class A Ordinary Shares and/or warrants to purchase our Class A Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of our Class A Ordinary Shares and/or the Warrants or putting significant downward pressure on the price of the our Class A Ordinary Shares and/or the Warrants.

 

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We cannot predict the size of future issuances of our Class A Ordinary Shares or Warrants to purchase our Class A Ordinary Shares or the effect, if any, that future issuances and sales of our shares and/or warrants will have on the market price of our Class A Ordinary Shares or the Warrants. Sales of substantial amounts of our Class A Ordinary Shares (including those issued in connection with the Business Combination), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A Ordinary Shares and/or the Warrants.

We are incurring higher costs as a result of being a public company.

We are incurring additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. We incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” and related rules implemented by the SEC and the Nasdaq, as well as similar legislation in applicable jurisdictions such as the U.K. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these laws and regulations to increase our legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses. These laws and regulations could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board, board committees or as executive officers. Furthermore, if our shares are listed on the Nasdaq and we are unable to satisfy our obligations as a public company, we could be subject to delisting of our shares, fines, sanctions and other regulatory action and potentially civil litigation.

As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

We are considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Accordingly, if you continue to hold our securities, you may receive less or different information about the Company than you currently receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose shares are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply, followed by a description of its applicable home country practice. We currently intend to follow the corporate governance requirements of the Nasdaq. However, we cannot make any assurances that we will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow us to follow our home country practice.

 

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We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

If the Company fails to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which is likely to negatively affect our business and the market price of our Shares.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in our implementation could cause us to fail to meet our reporting obligations. In addition, any testing conducted by us, or any testing conducted by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which is likely to negatively affect our business and the market price of our Shares.

As we will be an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage its capital structure.

We are a public limited company incorporated under the laws of England and Wales. The U.K. Companies Act 2006, or “U.K. Companies Act,” provides that a board of directors may only allot shares (or grant rights to subscribe for or to convert any security into shares) with the prior authorization of shareholders, either pursuant to an ordinary resolution or as set out in the articles of association adopted from time to time with the approval of our shareholders. This authorization must state the aggregate nominal amount of shares that it covers, can be valid up to a maximum period of five years and can be varied, renewed or revoked by shareholders.

Subject to certain limited exceptions, the U.K. Companies Act generally provides shareholders with preemptive rights when new shares are issued for cash. However, it is possible for the Articles, or for shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75% of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a maximum period of up to five years from the date of adoption of the Articles, if the disapplication is contained in the Articles, but not longer than the duration of the authority to allot shares to which this disapplication relates or from the date of the shareholder special resolution, if the disapplication is by shareholder special resolution. In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years).

Subject to certain limited exceptions, the U.K. Companies Act generally prohibits a public limited company from repurchasing its own shares without the prior approval of its shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and other formalities. Such approval may be provided for a maximum period of up to five years.

There can be no assurance that circumstances will not arise that would cause such shareholder approvals in respect of the authorization of the allotment of shares, disapplication of pre-emption rights, or repurchase of shares, not to be obtained, which would affect our capital management.

 

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English law will require that we meet certain additional financial requirements before we can declare dividends or repurchase shares following the mergers.

Under English law, we will be able to declare dividends, make distributions or repurchase only out of profits available for distribution, being its accumulated, realized profits, to the extent not previously utilized by distribution or capitalization, less its accumulated, realized losses, to the extent not previously written off in a reduction or reorganization of capital duly made. Immediately following the Business Combination, we will not have profits available for distribution.

We currently have only ordinary shares on issue of a nominal amount of $0.01 per share and 50,000 redeemable preference shares of a nominal amount of £1 per share. Following the Closing of the Business Combination, we have sought to obtain the approval of the English Companies Court through a customary process, which is required for the creation of profits available for distribution to be effective. The approval of the English Companies Court is expected to be received within six weeks after Closing of the Business Combination. Prior to the receipt of the approval, we will not be able to declare dividends or make any share repurchases.

Our A&R Articles of Association provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints asserting a cause of action arising under the Securities Act or the Exchange Act, and that the United States District Court for the Southern District of New York will be the exclusive forum for the resolution of any shareholder complaint asserting a cause of action arising under the Securities Act or the Exchange Act.

Our A&R Articles of Association provide that the courts of England and Wales will be the exclusive forum for resolving all shareholder complaints other than shareholder complaints asserting a cause of action arising under the Securities Act or the Exchange Act, and that the United States District Court for the Southern District of New York will be the exclusive forum for resolving any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or our directors, officers or other employees, which may discourage such lawsuits. If a court were to find either choice of forum provision contained in our Articles of Association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial condition.

U.S. investors may have difficulty enforcing civil liabilities against us, our directors or members of senior management and the experts named herein.

We are incorporated under the laws of England and Wales with our registered office in England and our subsidiaries are incorporated in various jurisdictions outside the United States. A substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on us in the United States or to enforce in the United States judgments obtained in U.S. courts against us based on the civil liability provisions of the U.S. securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of England and Wales (or any other applicable jurisdiction) may render you unable to enforce a judgment against our assets or the assets of our directors and executive officers. In addition, it is doubtful whether English courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. As a result of the above, public holders of our Class A Ordinary Shares may have more

 

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difficulty in protecting their interest through actions against our management, directors or major shareholders than they would as shareholders of a U.S. public company.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation, and these differences may make our Class A Ordinary Shares less attractive to investors.

We are a public limited company incorporated under the laws of England and Wales. The rights of holders of our Class A Ordinary Shares are governed by English law, including the provisions of the U.K. Companies Act, and by our A&R Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations, and these differences may make our Class A Ordinary Shares less attractive to investors.

The City Code on Takeovers and Mergers, or the “Takeover Code,” applies, among other things, to an offer for a public limited company whose registered office is in the United Kingdom (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the “Takeover Panel,” to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities. Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at, in the first instance, whether a majority of the members of our Board are resident in the United Kingdom, the Channel Islands and the Isle of Man. If a majority of the directors are so resident, then the “residency test” will normally be satisfied.

Given that our central management and control is currently not situated within, and our current intention is not to have it in the future situated within the United Kingdom (or the Channel Islands or the Isle of Man), we do not currently envisage that the Takeover Code will apply to an offer for it.

If at the time of a takeover offer, the Takeover Panel determines that we have our place of central management and control in the United Kingdom, we would be subject to a number of rules and restrictions, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) we might not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) we would be obliged to provide equality of information to all bona fide competing bidders.

Under English law, and whether or not we are subject to the Takeover Code, an offeror for the Company that has acquired (i) 90% in value of; and (ii) 90% of the voting rights carried by the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for the Company is conducted by way of a scheme of arrangement the threshold for the offeror obtaining 100% of Company shares comprises two components: (i) approval by a majority in number of each class of Company shareholders present and voting at the shareholder meeting; and (ii) approval of our shareholders representing 75% or more in value of each class of our shareholders present and voting at that meeting.

If we or any of our subsidiaries are characterized as a passive foreign investment company for U.S. federal income tax purposes, U.S. Holders may suffer adverse U.S. federal income tax consequences.

A non-U.S. corporation generally will be treated as a passive foreign investment company, or “PFIC” for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Based on the current and anticipated composition of the income, assets and operations of us and our subsidiaries, we do not believe we will be treated as a PFIC for the current taxable year.

 

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However, whether we or any of our subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our income and assets, our market value and the market value of our subsidiaries’ shares and assets. Changes in the composition of our income or asset may cause us to be or become a PFIC for the current or subsequent taxable years. In addition, whether we are treated as a PFIC for U.S. federal income tax purposes is determined annually after the close of each taxable year and, thus, is subject to significant uncertainty. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS. Accordingly, there can be no assurances that we will not be treated as a PFIC for the current taxable year or in any future taxable year.

If we are a PFIC for any taxable year, a U.S. Holder (as defined below in the section “Taxation—Certain Material U.S. Federal Income Tax Considerations—U.S. Holders”) may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see “Taxation—Certain Material U.S. Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.” U.S. holders are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of Shares and/or Warrants.

A change in our tax residency could have a negative effect on our future profitability, and may trigger taxes on dividends or exit charges.

Under current U.K. legislation, a company that is incorporated in the U.K. is regarded as resident in the U.K. for taxation purposes unless it is treated as resident in another jurisdiction pursuant to any appropriate double tax treaty with the U.K. Other jurisdictions such as India may also seek to assert taxing jurisdiction over us.

The Organization for Economic Co-operation and Development proposed a number of measures relating to the tax treatment of multinationals, some of which are implemented by amending double tax treaties through the multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting, or the “MLI.” The MLI has now entered into force for a number of countries, including the U.K. and India. Under the Double Tax Convention between the U.K. and India, as amended by the MLI, or the “DTAA,” the residence tie-breaker provides that a company will remain dual resident with no access to the benefits of the DTAA unless there is a determination otherwise by the tax authorities of the two contracting states.

We intend to conduct our affairs such that we will be treated as solely resident in the U.K. for tax purposes. However, as certain members of our Board are likely to be tax residents or citizens of India, there is a risk that, even if we are managed and controlled from the U.K., we may be considered to be tax resident in, or have a permanent establishment in, India.

If we were to be treated as resident in more than one jurisdiction or to have a permanent establishment in another jurisdiction, we could be subject to taxation in multiple jurisdictions. If, we were considered to be a tax resident of India, we could become liable for Indian income tax on its worldwide income. Further, in such circumstance any dividend declared by us to our shareholders would (subject to treaty relief) be subject to Indian income tax in the hands of the shareholders and consequent withholding of taxes by us. If we were found to be solely resident in India based on a mutual agreement between tax authorities, we would be similarly liable for Indian taxes and withholding taxes. Alternatively, if we were to be treated as having a permanent establishment in India but not be a tax resident in India, its income attributable to such permanent establishment would be taxed in India.

It is possible that in the future, whether as a result of a “change in law” or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become, resident in a jurisdiction other than the U.K. If we cease to be resident in the U.K. and becomes a

 

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resident in another jurisdiction, we may be subject to U.K. exit charges, and could become liable for additional tax charges in the other jurisdiction (including corporate income tax charges).

We may encounter difficulties in obtaining lower rates of Indian withholding income tax envisaged by the DTAA for dividends distributed from India.

Under the Indian Income Tax Act, 1961, any dividend distribution by an Indian company to a shareholder who is not tax resident in India is subject to withholding of tax at 20% (plus applicable surcharge and cess), which rate can be reduced for such non-resident shareholders who are eligible for a reduced rate under the applicable DTAA.

If we satisfy certain conditions, we can benefit from the provisions of the DTAA between the UK and India, such as a reduced rate of 10% for Indian withholding tax from dividend distributions received from ReNew India. The conditions that we must satisfy to benefit from the provisions of the DTAA include, but are not limited to, the Company being the beneficial owner of any such distributed dividend income, we are not having a permanent establishment in India, we are having a valid tax residency certificate issued by the U.K. authorities, we are meeting the test of substance in the UK and the existence of a commercial rationale for setting up the Company in UK as required by the anti-abuse provisions under the DTAA and General Anti-Avoidance Rules, or “GAAR,” under Indian Income Tax Act, 1961.

Although we will seek to claim protection under the DTAA on dividends distributed to us from ReNew India, there is a risk that the applicability of the reduced rate of 10% may be challenged by the Indian tax authorities. As a result, there can be no assurance that we would be able to avail itself of the reduced withholding tax rate in practice and it may not get any credit for this withholding tax and thereby any additional withholding tax could reduce its after-tax profits.

Our shareholders may be subject to Indian taxes on income arising through the sale of their shares of the Company

Under the Indian Income Tax Act, 1961, income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive, directly or indirectly, their value substantially from assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India. Such shares shall be deemed to derive their value substantially from assets located in India if, on the specified date, the value of such assets (i) represents at least 50% of the value of all assets owned by the company or entity, and (ii) exceeds the amount of 100 million rupees.

If the Indian tax authorities determine that our Class A Ordinary Shares derive their value substantially from assets located in India, shareholders in the Company be subject to Indian income taxes on the income arising, directly or indirectly, through the sale by holders of our Class A Ordinary Shares. However, an exception is available under the Indian Income Tax Act, 1961 for shareholders who neither hold more than 5% of voting power of share capital in the company nor holds any right of management or control in the company, at any time in 12 months preceding the date of transfer. Similarly, the impact of the above indirect transfer provisions would need to be separately evaluated under the tax treaty scenario of the country of which the shareholder is a tax resident.

Additionally, under the provisions of GAAR in the Indian Income Tax Act, 1961, the Indian tax authorities may declare an arrangement as an impermissible avoidance arrangement if such arrangement (i) is not entered at arm’s length, (ii) results in misuse or abuse of provisions of Indian Income Tax Act, 1961, (iii) lacks commercial substance or (iv) the purpose of arrangement is obtaining a tax benefit. The tax consequences of the GAAR provisions, if applied to an arrangement or a transaction, could result in, but are not limited to, the denial of tax benefits under the Indian Income Tax Act, 1961 and/or under a DTAA.

 

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our total capitalization, on an actual basis (unaudited) as of March 31, 2021 after giving effect to the Business Combination, and on an as adjusted basis (unaudited) after giving effect to the cash exercise of all of the Warrants after the completion of this offering, for gross proceeds to us of approximately $213.0 million.

The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information included in this prospectus, any prospectus supplement or incorporated by reference in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

 

     As of March 31, 2021  
     Actual      As Adjusted  
     Rs.      $      Rs.      $  
     (in millions)  

Cash and cash equivalents

     66,172        900        81,829        1,113  

Interest-bearing loans and borrowings

     320,823        4,365        320,823        4,365  

Non-Current Liabilities

     320,823        4,365        320,823        4,365  

Interest-bearing loans and borrowings

     10,643        145        10,643        145  

Current maturities of long term interest-bearing loans and borrowings

     30,454        414        30,454        414  

Current Liabilities

     41,097        559        41,097        559  

Total Indebtedness

     361,920        4,924        361,920        4,924  

Total Equity

     122,642        1,667        138,299        1,880  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total capitalization

     484,563        6,590        500,219        6,803  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Description of transaction

Parties to the Business Combination

RMG II, the RMG II Representative, ReNew India, ReNew Global, Merger Sub and the Major Shareholders are parties to the Business Combination Agreement.

Abbreviated forms:

 

ReNew Power Private Limited    ReNew India
RMG Acquisition Corp. II    RMG II
Private investment in public equity    PIPE subscriptions
Compulsorily convertible preference shares    CCPS
Renew Energy Global plc    ReNew Global
Renew Energy Global Merger Sub    Merger Sub

The Business Combination

For the purpose of the transactions, (i) Merger Sub a wholly-owned subsidiary of ReNew Global was incorporated and (ii) ReNew Global is an independent entity wholly-owned by a third party. At Closing, pursuant to the terms of the Business Combination Agreement, (i) Merger Sub merged with and into RMG II, with RMG II surviving, or the “Merger,” and (ii) immediately after the Merger, the Major Shareholders transferred, and ReNew Global acquired, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of cash to the Major Shareholders, or the “Exchange. The series of transactions contemplated by the Business Combination Agreement, including the Merger and the Exchange are defined as “Transactions”.

The Merger

As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of RMG II and Merger Sub have vested in and become the assets and liabilities of RMG II as the surviving company, and RMG II now exists as a wholly-owned subsidiary of ReNew Global, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time are now cancelled and have ceased to exist, (iii) the board of directors and executive officers of Merger Sub have resigned, and the board of directors and executive officers of RMG II are now determined among RMG II, ReNew India and ReNew Global, (iv) RMG II’s memorandum and articles of association have been amended and restated to read in their entirety and (v) each issued and outstanding RMG II Security immediately prior to the Merger Effective Time have been cancelled in exchange for the issuance of certain ReNew Global Shares or redeemed by RMG II. In consideration for the Merger, (i) each RMG II Unit issued and outstanding of all unit holders immediately prior to the Merger Effective Time have been automatically detached and the holder thereof are deemed to hold one RMG II Class A Share and one-third of an RMG II Warrant, subject to certain conditions and (ii) immediately following the separation of each RMG II Unit each (a) RMG II Class A Share of shareholders not exercising their redemptions rights, issued and outstanding immediately prior to the Merger Effective Time have been cancelled in exchange for the issuance of one ReNew Global Class A Share. RMG II Class A shares of shareholders exercising their redemptions rights have been redeemed by RMG II and (b) RMG II Class B Share issued and outstanding immediately prior to the Merger Effective Time have been cancelled in exchange for the issuance of one ReNew Global Class A Share, and (c) immediately following such cancellation, RMG II have issued equivalent numbers of RMG II Class A Shares to ReNew Global in consideration for the ReNew Global Class A Shares issued by ReNew Global, (d) each RMG II Warrant outstanding, are automatically adjusted to become a warrant to purchase 1.0917589 whole ReNew Global Class A Shares, each, a “RMG II Adjusted Warrant,” which are subject to the same terms and conditions set forth in the Warrant Agreement immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions), except that each RMG II Adjusted Warrant will be exercisable (or will become exercisable in accordance with its terms) for 1.0917589 ReNew Global Class A Shares.

 

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The Exchange

Following the Merger, each Major Shareholder have transferred their ReNew India Ordinary Shares to ReNew Global as consideration and in exchange for (i) the issuance of a certain number and class of ReNew Global Shares and (ii) the payment by ReNew Global to certain Major Shareholders of the ReNew Global Cash Consideration, as set out below.

 

Investor    Number of
ReNew India
shares
transferred
     ReNew
Global
Class A
shares
     ReNew
Global
Class B
shares
     ReNew
Global
Class C
shares
     ReNew
Global
Class D
shares
     Cash
Consideration
($ millions)
     Implied
Exchange
Ratio (x)
 

GSW

     184,709,600        34,133,476        —          106,074,525        —          112        0.8197x  

CPP Investments

     61,608,099        46,867,691        —          —          1        42        0.8289x  

ADIA(i)

     75,244,318        58,170,916        —          —          —          42        0.8289x  

JERA

     34,411,682        28,524,255        —          —          —          —          0.8289x  

Founder investors

     7,479,685        —          1        —          —          62        0.8289x  

GEF

     12,375,767        9,658,421        —          —          —          6        0.8289x  

Total

     375,829,151        177,354,759        1        106,074,525        1        264     

 

(i)

Includes 14,756,514 ReNew India Ordinary Shares from the conversion of 16,318,729 CCPS.

Basis of preparation

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021 assumes that the Transactions, have occurred on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2021 present pro forma effect to the Transactions, as if they had been completed on April 1, 2020.

ReNew Global, Merger Sub and RMG II do not meet the definition of business as per IFRS 3. In order to account for an acquisition under IFRS 3, an entity shall determine whether a transaction or other event is a business combination by applying the definition in this IFRS, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting entity shall account for the transaction or other event as an asset acquisition. Basis above definition, the Merger and Exchange does not constitute business combination and therefore is outside the scope of IFRS 3.

The Merger will be accounted for as acquisition of Class A and Class B shares of RMG II by ReNew Global. The Class A shares of RMG II are subject to a possible redemption prior to closing of the Transactions. The unaudited pro forma condensed combined financial information have been prepared basis the actual redemption of 23.613 million of Class A shares of RMG II.

The Exchange will be accounted for as a “reverse recapitalisation” since, immediately following completion of the transaction, the stockholders of ReNew India immediately prior to the transaction will have effective control of ReNew Global., the post-combination company, through its approximately 75% ownership interest in the combined entity, its selection of a majority of the board of directors and its designation of all of the senior executive positions. For accounting purposes, ReNew India will be deemed to be the accounting acquirer and, consequently, the Exchange will be treated as a recapitalization of ReNew India (i.e., a capital transaction involving the issuance of equity shares of ReNew India). Accordingly, the consolidated assets, liabilities and results of operations of ReNew India will become the historical financial statements of ReNew Global. No intangible assets or goodwill will be recorded in this transaction and difference in ownership interest and net assets will be recognized as a listing expense under the head other expense in statement of operations.

Unless otherwise specified, translation of amounts for the convenience of the reader has been made in proforma financial statements from Indian Rupees to US dollars at the rate of  73.5047 per $1.

 

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The unaudited pro forma condensed combined statement of financial position as of March 31, 2021 was derived from following:

 

   

ReNew India audited consolidated statement of financial position as of March 31, 2021

 

   

RMG II’s unaudited condensed balance sheet as of March 31, 2021

The unaudited proforma condensed combined statement of operations information for year ended March 31, 2021 was derived from following:

 

   

ReNew India’s audited consolidated proforma statement of profit or loss for the year ended March 31, 2021.

 

   

RMG II’s audited restated statement of operations for the period from July 28, 2020 (Inception) through December 31, 2021 and unaudited condensed statement of operations for the three months period ended March 31, 2021.

Renew Energy Global plc

Unaudited pro forma condensed combined statement of financial position as at March 31, 2021

(Amounts in Rs. millions, unless otherwise stated)

 

                            Pro forma Adjustments                    
    ReNew
India
    ReNew
Global
(a)
    RMG II
($ millions)
    RMG II(b)     Adjustments for
US GAAP to IFRS
for RMG II
    Transaction
accounting
adjustments
    Notes     Total
(Rs.)
    Total
($)
 

Assets

                 

Non-current assets

                 

Property, plant and equipment

    342,036       —         —         —         —         —           342,036       4,653  

Intangible assets

    36,410       —         —         —         —         —           36,410       495  

Right of use assets

    4,264       —         —         —         —         —           4,264       58  

Investment in jointly controlled entities

    —         —         —         —         —         —           —         —    

Financial assets

                 

Investments

    —         —         —         —         —         208,334       8       —         —    
            —         14,352       5      
            —         19,405       9      
            —         (19,405     9      
            —         (222,686     10      

Trade receivables

    1,178       —         —         —         —         —           1,178       16  

Loans

    140       —         —         —         —         —           140       2  

Others

    2,999       —         —         —         —         —           2,999       41  

Deferred tax assets (net)

    1,611       —         —         —         —         —           1,611       22  

Prepayments

    679       —         —         —         —         —           679       9  

Non-current tax assets (net)

    2,702       —         —         —         —         —           2,702       37  

Other non-current assets

    7,715       —         —         —         —         —           7,715       105  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total non-current assets

    399,734       —           —         —         —           399,734       5,438  

Current assets

                 

Inventories

    833       —         —         —         —         —           833       11  

Financial assets

                 

Investments

    —         —         —         —         —         —           —         —    

Derivative instruments

    2,691       —         —         —         —         —           2,691       37  

Trade receivables

    34,802       —         —         —         —         —           34,802       473  

Cash and cash equivalents

    20,679       —         2       124       —         62,847       4       66,172       900  
            —         (5,167     6      
            —         25,360       2      
            —         (17,347     3      
            —         (917     12      
            —         (19,405     9      

 

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Table of Contents
                            Pro forma Adjustments                    
    ReNew
India
    ReNew
Global
(a)
    RMG II
($ millions)
    RMG II(b)     Adjustments for
US GAAP to IFRS
for RMG II
    Transaction
accounting
adjustments
    Notes     Total
(Rs.)
    Total
($)
 

Bank balances other than cash and cash equivalents

    26,506       —         —         —         —         —           26,506       361  

Loans

    56       —         —         —         —         —           56       1  

Others

    3,697       5       —         —         —         —           3,702       50  

Prepayments - current

    592       —         1       64       —         —           656       9  

Other current assets

    2,464       —         —         —         —         —           2,464       34  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total current assets

    92,320       5       3       188       —         45,369         137,882       1,876  

Cash held in trust account

    —         —         345       25,360       —         (25,360     2       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total assets

    492,054       5       348       25,548       —         20,009         537,616       7,314  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Commitments and contingencies

    —         —         303       22,284       (22,284     —         1       —         —    

Equity and liabilities

                 

Equity

                 

Issued capital

    3,799       0       0       0       —         63       4       3,833       52  

283,012,813 Class A Share Capital of $.01

              0       8      

1 Class B Share Capital of $.01

            —         (63     8      

105,441,472 Class C Share Capital of $.01

            —         208       8      
            —         0       3      
              (0     8      
            —         445       7      
            —         14       5      
            —         (486     11      
            —         (223     10      
            —         —          
            —         74       8      

Instruments entirely in the nature of Equity

    —         5       —         —           —           5       0  

Additional paid up capital

    —         —         12       851       —         (851     8       —         —    

Share premium

    67,165       —         —         —         —         14,337       5       161,075       2,191  
            —         208,126       8      
            —         (222,463     10      
              4,937       3      
              (4,937     8      
            —         62,784       4      
            —         (62,784     8      
            —         25,330       7      
            —         (10,586     11      
            —         —          
            —         —          
            —         79,167       8      

Hedge reserve

    (5,224     —         —         —         —         598       11       (4,626     (63

Share based payment reserve

    1,165       —         —         —         —         (1,165     11       —         —    

Retained earnings

    (6,489     —         (7     (484     —         484       8       (41,409     (563
            —         743       11      
            —         (16,256     8      
            —         (19,405     9      
            —         (5,167     6      
            —         5,167       8      

Other components of equity

    1,661       —         —         —         —         (190     11       (6,148     (84
            —         (7,620     13      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Equity attributable to equity holders of the parent

    62,077       5       308       22,651       (22,284     50,279         112,730       1,533  

 

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Table of Contents
                            Pro forma Adjustments                    
    ReNew
India
    ReNew
Global
(a)
    RMG II
($ millions)
    RMG II(b)     Adjustments for
US GAAP to IFRS
for RMG II
    Transaction
accounting
adjustments
    Notes     Total
(Rs.)
    Total
($)
 

Non-controlling interests

    2,668       —         —         —         —         11,086       11       9,912       134  
            —         (3,842     13      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total equity

    64,745       5       308       22,651       (22,284     57,523         122,642       1,667  

Non-current liabilities

                 

Financial liabilities

                 

Interest-bearing loans and borrowings

    335,136       —         —         —         —         (25,775     7       320,823       4,365  
            —         11,462       13      

Lease liabilities

    1,782       —         —         —         —         —           1,782       24  

Others

    132       —         —         —         —         —           132       2  

Deferred government grant

    719       —         —         —         —         —           719       10  

Employee benefit liabilities

    143       —         —         —         —         —           143       2  

Contract liability

    1,364       —         —         —         —         —           1,364       19  

Provisions

    13,686       —         —         —         —         —           13,686       186  

Deferred tax liabilities (net)

    10,808       —         —         —         —         —           10,808       147  

Other non-current liabilities

    2,747       —         —         —         —         —           2,747       37  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total non-current liabilities

    366,517       —         —         —         —         (14,313       352,203       4,792  

Current liabilities

                 

Financial liabilities

                 

Interest-bearing loans and borrowings

    10,643       —         —         —         —         —           10,643       145  

Lease liabilities

    330       —         —         —         —         —           330       4  

Trade payables

    3,245       —         0       1       —         —           3,247       44  

Derivative instruments

    1,070       —         —         —         —         —           1,070       15  

Other current financial liabilities

    42,622       —         39       2,896       —         (917     12       44,601       607  
            22,284       —         1      
            —         (22,284     3      

Deferred government grant

    39       —         —         —         —         —           39       1  

Employee benefit liabilities

    252       —         —         —         —         —           252       3  

Contract liabilities

    61       —         —         —         —         —           61       1  

Other current liabilities

    2,266       —         —         —         —         —           2,266       31  

Current tax liabilities (net)

    264       —         —         —         —         —           264       4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total current liabilities

    60,792       —         39       2,897       22,284       (23,201       62,771       855  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total liabilities

    427,309       —         39       2,897       22,284       (37,514       414,974       5,647  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total equity and liabilities

    492,054       5       348       25,548       —         20,009         537,616       7,314  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

(a)

The balances represent amounts of consolidated financial statement of ReNew Global including Merger Sub (wholly owned subsidiary)

(b)

Amounts in US$ were translated to Indian Rupees using exchange rate of Rs. 73.5047 for USD 1

Adjustments to Unaudited Pro Forma Condensed Combined statement of financial position as of March 31, 2021

The unaudited pro forma condensed combined statement of financial position as of March 31, 2021 gives effect to the Transaction as if it was completed on March 31, 2021.

The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2021 are as follows:

 

1

This adjustment represents reclassification of $303 million (Rs. 22,284) Class A shares with possible redemption rights and included in contingencies and commitments under USGAAP. Under IFRS, such redemption right available to the holders require the same to be disclosed as short term financial liability.

 

2

Reflects the reclassification of $345 million (Rs. 25,360) of cash held in trust account of RMG II to cash and cash equivalents that will become available upon closing of the Transaction.

 

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Table of Contents
3

Represents the settlement of $303 million (Rs. 22,284) of class A shares included in short-term financial liability (as per adjustment 1 above) through cash payment of $236 million (Rs. 17,347) on exercise of redemption rights by certain public shareholders and transfer of balance amount permanent equity (under the head issued capital and share premium) amounting to $67 million (Rs. 4,937) on non-exercise of redemption rights by the remaining public shareholders upon closing of the Transaction.

 

4

Reflects the proceeds of $855 million (Rs. 62,847) from the issuance of 85.50 million shares of Class A shares with a par value of $0.01 from the PIPE Investment based on estimated commitments received. Refer ReNew Global’s F-4 under the heading “The Business Combination Proposal” for further details.

 

5

Represents issue of 19.525 million Class A shares by Renew Global to shareholders of RMG II of par value of $0.01 in lieu of Renew Global acquiring 100% shareholding in RMG II.

 

6

To reflect cash outflow on account of offering costs adjusted to retained earnings amounting to $70 million (Rs. 5,167).

 

7

To reflect conversion of CCPS into 44.48 million equity shares of par value Rs. 10 by ReNew India to its CCPS shareholders upon closing of the Transaction. Refer ReNew Global’s F-4 under the heading “The Business Combination Proposal” for further details.

 

8

Represents issuance Class A shares, Class B shares, Class C shares and Class D shares of par value $0.01 each and payment of cash by ReNew Global for exchange of 375.83 million equity shares of ReNew India from Majority Shareholders as explained in Table 1. This adjustment has accounted for as a reverse recapitalisation as per IFRS 2 and the equity represents the continuing equity of ReNew India. Renew Global’s net assets of Rs. 62,985 as explained in Table 2 below were combined with ReNew India and the deemed issuance 127.381 million of ReNew India’s equity share was recorded at the fair value Rs. 622 per share amounting to Rs. 79,241 as explained in Table 3 below with the resulting difference amounting to Rs. 16,256 as explained in Table 4 below, representing the listing expense reflected in the Unaudited Pro Forma Condensed Combined Statement of Financial Position.

Table 1

 

Investor (i)

  Number of ReNew India
shares transferred (ii)
    Class A shares
(iii)
    Class B shares
(iv)
    Class C shares
(v)
    Class D shares
(vi)
    Cash Consideration
($ millions) (vii)
 

GSW

    184,709,600       34,133,476       —         106,074,525       —         112  

CPP Investments

    61,608,099       46,867,691       —         —         1       42  

ADIA

    75,244,318       58,170,916       —         —         —         42  

JERA

    34,411,682       28,524,255       —         —         —         —    

Founder investors

    7,479,685       —         1       —         —         62  

GEF

    12,375,767       9,658,421       —         —         —         6  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    375,829,151       177,354,759       1       106,074,525       1       264  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table 2

 

Particulars

   Amount (Rs. million)  

PIPE investment of USD 855 million

     62,847  

Less: Offering costs of USD 70 million

     (5,167

Add: Net assets of RMG II i.e. shareholder’s equity (as per unaudited financial statements as at March 31, 2021) less cash payout of USD 236 million on redemption of class A shares by public shareholders.

     5,305  
  

 

 

 

Total

     62,985  
  

 

 

 

Table 3

Computation deemed issuance shares by ReNew India

 

Shares held by Shareholders of ReNew Global before Exchange

   A      105,025,001  

Shares issued by ReNew Global to Majority Shareholders on Exchange

   B      283,429,284  

Shares on equivalent to cash consideration paid to Majority shareholders

   C      26,400,000  

Transfer of ReNew India shares by Majority Shareholders

   D      375,829,151  

Deemed shares to be issued by ReNew India

   E= D/A*(B+C)      127,397,438  

Fair value of ReNew India share (INR/share)

   F      622  
     

 

 

 

Total consideration INR

   G= E*F      79,241  
     

 

 

 

 

Particulars

   Amount (Rs. million)  

Fair value of deemed shares issued by ReNew India (Table 7 above)

     79,241  

Less: Renew Global’s net assets (Table 6 above)

     (62,985
  

 

 

 

Total

     16,256  
  

 

 

 

 

9

To reflect payment of $264 million (Rs. 19,405), considered as cash distribution to Majority Shareholders and recorded as an adjustment to retained earnings. Reduction in payment to majority shareholders is equivalent to the redemption of RMG II public shareholders as explained in adjustment 3. Further the reduction in payment to majority shareholder is pro rata to the Cash Consideration payable as between such other Major Shareholders excluding founder investors. Refer ReNew Global’s F-4 under the heading “The Business Combination Proposal” for further details.

 

10

To reflect elimination of investment made by Renew Global in ReNew India (283,429,284 shares as explained in adjustment 8) and RMG II (19,525,000 shares as explained in adjustment 5).

 

11

To reflect the non-controlling interest of approximately 11% in ReNew India established as part of the Transaction. Non-controlling interest shareholders majorly include GSW, CPP Investments and Founder investors.

 

12

To reflect payment of the estimated $12.48 million (Rs. 917) of deferred underwriters commission’ and deferred legal fess related RMG II’s payable initial public offering at the consummation of the Transaction.

 

48


Table of Contents
13

To reflect transfer puttable non-controlling interests held founder investors for de-minimums put option as a financial liability recognised at fair value through equity. Refer ReNew Global’s F-4 under the heading “Certain Relationships and Related Party Transactions” for further details.

Renew Energy Global plc

Unaudited pro forma condensed combined statement of operations for the year ended March 31, 2021

(Amounts in Rs. millions, unless otherwise stated)

 

                            Pro forma Adjustments              
    ReNew
India
    ReNew
Global
(c)
    RMG II
($
millions)#
    RMG II
(Rs.
millions)#
(d)
    Adjustments for
US GAAP to IFRS
for RMG II
    Transaction
accounting
adjustments
    Notes     Total
(Rs.)
    Total
($)
 

Income

                 

Revenue from contracts with customers

    48,187       —         —         —         —         —           48,187       656  

Other operating income

    80       —         —         —         —         —           80       1  

Finance income

    3,354       —         0       0       —         —           3,355       46  

Other income

    2,870       —         —         —         —         —           2,870       39  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total income

    54,491       —         0       0       —         —           54,492       742  

Expenses

                 

Raw materials and consumables used

    426       —         —         —         —         —           426       6  

Employee benefits expense

    1,259       —         —         —         —         —           1,259       17  

Depreciation and amortisation

    12,026       —         —         —         —         —           12,026       164  

Other expenses

    7,582       —         6       426       —         16,256       15       24,265       330  

Finance costs

    38,281       —         1       58       —         (3,438     14       34,901       475  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total expenses

    59,574       —         7       484       —         12,818         72,877       991  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) / profit before share of profit of jointly controlled entities and tax

    (5,083     —         (7     (484     —         (12,818       (18,385     (250

Share in loss of jointly controlled entities

    (45     —         —         —         —         —           (45     (1
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) / profit before tax

    (5,128     —         (7     (484     —         (12,818       (18,430     (251
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Income tax expense

                 

Current tax

    785       —         —         —         —         —           785       11  

Deferred tax

    2,091       —         —         —         —         —           2,091       28  

Adjustment of tax relating to earlier years

    28       —         —         —         —         —           28       0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) / profit for the years

    (8,032     —         (7     (484     —         (12,818       (21,334     (290
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

(Loss) / profit attributable to:

                 

Equity holders of the parent

    (7,818     —         —         —         —         (10,941     16       (18,759     (255

Non-controlling interests

    (214     —         —         —         —         (2,362     16       (2,575     (35
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 
    (8,032     —         —         —         —         (13,304       (21,334     (290
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Earnings/(loss) per share:

 

   

Class A Basic, profit/(loss) attributable to ordinary equity holders of the parent

 

    (45.05     (0.61

Class B Basic, profit/(loss) attributable to ordinary equity holders of the parent

 

    (702,443,837.82     (9,556,447.93

Class C Basic, profit/(loss) attributable to ordinary equity holders of the parent

 

    (45.05     (0.61

Class D Basic, profit/(loss) attributable to ordinary equity holders of the parent

 

    (556,194,410.98     (7,566,787.04

 

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Table of Contents
                    Pro forma Adjustments            
    ReNew
India
  ReNew
Global
(c)
  RMG II
($
millions)#
  RMG II
(Rs.
millions)#
(d)
  Adjustments for
US GAAP to IFRS
for RMG II
  Transaction
accounting
adjustments
  Notes   Total
(Rs.)
    Total
($)
 

Class A Diluted, profit/(loss) attributable to ordinary equity holders of the parent(e)

    (45.05     (0.61

Class B Diluted, profit/(loss) attributable to ordinary equity holders of the parent(e)

    (702,443,837.82     (9,556,447.93

Class C Diluted, profit/(loss) attributable to ordinary equity holders of the parent(e)

    (45.05     (0.61

Class D Diluted, profit/(loss) attributable to ordinary equity holders of the parent(e)

    (556,194,410.98     (7,566,787.04

 

(c)

The balances represent amounts of consolidated financial statement of ReNew Global including Merger Sub (wholly owned subsidiary)

(d)

Amounts in $ were translated to Rs. using exchange rate of Rs. 73.5047 for $1

(e)

Since the effect of conversion of warrants was anti-dilutive, it has not been considered for the purpose of computing diluted EPS.

#

Refer table below for computation of balances for the year ended March 31, 2021.

 

Statement of operations    for the period
from July 28, 2020
(Inception) through
December 31, 2021
(Amounts in
$ millions)
    

for the three months
period ended
March 31, 2021

(Amounts in
$ millions)

     Total*
(
Amounts in
$ millions)
     Total*
(Amounts in
Rs. millions)
 

Income

           

Finance income

     0        0        0        0  

Total income

     0        0        0        0  

Expenses

           

Other expenses

     10        (4      6        426  

Finance costs

     1        —          1        58  

Total expenses

     11        (4      7        484  

(Loss) / profit before tax

     (11      4        (7      (484

Income tax expense

     —          —          —          —    

(Loss) / profit for the years

     (11      4        (7      (484

 

  *

Since RMG II was incorporated after April 1, 2020, no adjustments have been made to the total of the balances for the period from July 28, 2020 (Inception) through December 31, 2021 and for the three months period ended March 31, 2021

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended March 31, 2021

The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2021 gives effect to the Transaction as if it has completed on April 1, 2020. with adjustments for subsequent events.

The adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2021 are as follows:

 

14

To reflect impact of reversal of CCPS interest assuming CCPS converted on April 1, 2020.

 

15

Represents listing expenditure of Rs. 16,256 on reverse capitalisation by ReNew India of ReNew Global as computed in note 8.

 

16

To reflect the non-controlling interest of approximately 11% in ReNew India established as part of the Transaction. Non-controlling interest shareholders majorly include GSW, CPP Investments and Founder investors.

 

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Table of Contents

RENEW INDIA’S SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Selected Historical Consolidated Financial Information

The following tables present our selected consolidated financial and other data. The consolidated statements of profit or loss for the years ended March 31, 2019, 2020 and 2021 and consolidated statements of financial position as of March 31, 2020 and 2021 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited and reviewed consolidated financial statements and notes thereto included elsewhere in this prospectus. our consolidated financial statements are prepared and presented in accordance with IFRS as issued by IASB. The historical results included below and elsewhere in this prospectus are not indicative of the future performance of our Company following the Business Combination.

All translations of Indian Rupees into U.S. Dollars for data in the following selected historical financial information were made at the exchange rate of Rs. 73.5047 to $1.00 as of March 31, 2021. ReNew India makes no representation that any Indian Rupee or U.S. Dollar amounts could have been, or could be, converted into U.S. Dollars or Indian Rupees, as the case may be, at any particular rate, the rates stated below, or at all.

Consolidated Statement of Profit or Loss

 

     For the year ended March 31,  
     2019     2020     2021     2021  
     (Rs. in millions)     ($ in
millions)
 

Consolidated Statement of Profit or Loss

        

Income

        

Revenue from contracts with customers

     43,144       48,412       48,187       656  

Other operating income

     176       78       80       1  

Finance income

     1,471       2,179       3,354       46  

Other income

     3,111       2,634       2,870       39  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total income

     47,902       53,303       54,491       741  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses

        

Raw materials and consumables used

     81       530       426       6  

Employee benefits expense

     1,008       951       1,259       17  

Depreciation and amortization

     9,496       11,240       12,026       164  

Other expenses

     4,804       5,665       7,582       103  

Finance costs

     27,538       35,487       38,281       521  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     42,927       53,873       59,574       810  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) before share of profit of jointly controlled entities and tax

     4,975       (570     (5,083     (69

Share in loss of jointly controlled entities

     (40     (53     (45     (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) before tax

     4,935       (623     (5,128     (70

Income tax expense

        

Current tax

     1,186       486       785       11  

Deferred tax

     634       1,714       2,091       28  

Adjustment of current tax relating to earlier years

     (19     (42     28       0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) for the year

     3,134       (2,781     (8,032     (109

 

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Table of Contents

Consolidated Statement of Financial Position

 

     As of March 31,  
     2020     2021     2021  
     (Rs. in millions)     ($ in
millions)
 

Consolidated Statement of Financial Position

      

Assets

      

Non-current assets

      

Property, plant and equipment

     340,645       342,036       4,653  

Intangible assets

     35,970       36,410       495  

Right of use assets

     4,655       4,264       58  

Investment in jointly controlled entities

     524       —          —     

Financial assets

      

Investments

     624       —          —     

Trade Receivables

     —          1,178       16  

Loans

     126       140       2  

Others

     142       2,999       41  

Deferred tax assets (net)

     1,465       1,611       22  

Prepayments

     1,205       679       9  

Non-current tax assets (net)

     3,620       2,702       37  

Other non-current assets

     5,662       7,715       105  
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     394,638       399,734       5,438  

Current assets

      

Inventories

     609       833       11  

Financial assets

      

Derivative instruments

     8,718       2,691       37  

Trade receivables

     25,914       34,802       473  

Cash and cash equivalents

     13,089       20,679       281  

Bank balances other than cash and cash equivalents

     31,203       26,506       361  

Loans

     10       56       1  

Others

     2,718       3,697       50  

Prepayments

     849       592       8  

Other current assets

     1,808       2,464       34  
  

 

 

   

 

 

   

 

 

 

Total current assets

     84,918       92,320       1,256  
  

 

 

   

 

 

   

 

 

 

Total assets

     479,556       492,054       6,694  
  

 

 

   

 

 

   

 

 

 

Equity and liabilities

      

Equity

      

Issued capital

     3,799       3,799       52  

Share premium

     67,165       67,165       914  

Hedge reserve

     (1,086     (5,224     (71

Share based payment reserve

     1,161       1,165       16  

Retained earnings / (losses)

     1,207       (6,489     (88

Other components of equity

     2,279       1,661       23  
  

 

 

   

 

 

   

 

 

 

Equity attributable to equity holders of the parent

     74,525       62,077       845  

Non-controlling interests

     4,323       2,668       36  
  

 

 

   

 

 

   

 

 

 

Total equity

     78,848       64,745       881  
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     As of March 31,  
     2020      2021      2021  
     (Rs. in millions)      ($ in
millions)
 

Non-current liabilities

        

Financial liabilities

        

Interest-bearing loans and borrowings

     320,610        335,136        4,559  

Lease liabilities

     1,387        1,782        24  

Others

        132        2  

Deferred government grant

     810        719        10  

Employee benefit liabilities

     103        143        2  

Contract liabilities

     —          1,364        19  

Provisions

     11,950        13,686        186  

Deferred tax liabilities (net)

     10,166        10,808        147  

Other non-current liabilities

     2,952        2,747        37  
  

 

 

    

 

 

    

 

 

 

Total non-current liabilities

     347,978        366,517        4,986  

Current liabilities

        

Financial liabilities

        

Interest-bearing loans and borrowings

     12,148        10,643        145  

Lease liabilities

     259        330        4  

Trade payables

     3,733        3,245        44  

Derivative instruments

     —          1,070        15  

Other current financial liabilities

     34,296        42,622        580  

Deferred government grant

     38        39        1  

Employee benefit liabilities

     89        252        3  

Contract liabilities

     1        61        1  

Provisions

     4        —          —    

Other current liabilities

     2,054        2,266        31  

Current tax liabilities (net)

     108        264        4  
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     52,730        60,792        827  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     400,708        427,309        5,813  
  

 

 

    

 

 

    

 

 

 

Total equity and liabilities

     479,556        492,054        6,694  
  

 

 

    

 

 

    

 

 

 

Consolidated Statement of Cash Flows

 

     For the year ended March 31,  
     2019     2020     2021     2021  
     (Rs. in millions)     ($ in
millions)
 

Consolidated Statement of Cash Flows

        

Net cash generated from operating activities

     30,000       35,088       32,081       436  

Net cash used in investing activities

     (53,408     (53,724     (17,412     (237

Net cash generated from/(used in) financing activities

     19,609       21,610       (7,079     (96

Net (decrease)/increase in cash and cash equivalents

     (3,799     2,974       7,590       103  

Cash and cash equivalents at the beginning of the year

     13,914       10,115       13,089       178  

Cash and cash equivalents at the end of the year

     10,115       13,089       20,679       281  

Non-IFRS Financial Measures

In addition to our results determined in accordance with IFRS issued by the IASB, ReNew India believes that EBITDA and EBITDA margin are useful to investors in evaluating its operating performance. ReNew India

 

53


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uses this non-IFRS financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. ReNew India believes that non-IFRS financial information, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional tool for investors to use in evaluating its ongoing operating results and trends and in comparing its financial results with other renewable companies because it provides consistency and comparability with past financial performance. However, its management does not consider non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS.

Non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Non-IFRS financial information may be different from similarly-titled non-IFRS measures used by other companies. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses and income that are required by IFRS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-IFRS financial measures.

“EBITDA” is defined as loss/(profit) for the year before (a) income tax expense; (b) share in (profit)/loss of jointly controlled entities; (c) finance costs; and (d) depreciation and amortization.

ReNew India calculates “EBITDA margin” as EBITDA divided by its total income.

A reconciliation is provided below for EBITDA to the most directly comparable financial measure prepared in accordance with IFRS. Investors are encouraged to review the related IFRS financial measures and the reconciliation of non-IFRS financial measures to their most directly comparable IFRS financial measures included below and to not rely on any single financial measure to evaluate our business. The following tables present our profit/loss for the year margin and a reconciliation of EBITDA to profit/loss for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years/periods indicated:

 

     Year ended March 31,  
     2019     2020     2021     2021  
     (Rs. in millions)     ($ in
millions)(1)
 

Total

        

(Loss)/profit for the year/period

     3,134       (2,781     (8,032     (109

Add: income tax expense

     1,801       2,158       2,904       40  

Add: Share in (profit)/loss of jointly controlled entities

     40       53       45       1  

Add: depreciation and amortization

     9,496       11,240       12,026       164  

Add: finance costs

     27,538       35,487       38,281       521  

EBITDA

     42,009       46,157       45,224       615  

Total income

     47,902       53,303       54,491       741  

EBITDA margin

     87.7     86.6     83.0     83.0

 

(1)

Translations of Indian Rupee amounts to U.S. Dollars are provided solely for the convenience of the reader and are not part of our financial statements. Translations were made at the exchange rate of Rs. 73.5047 per $1.00, being the closing exchange rate published by the Reserve Bank of India as of March 31, 2021.

 

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RMG II’S SELECTED HISTORICAL FINANCIAL INFORMATION

RMG II is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

RMG II’s balance sheet data as of and for the three months ended March 31, 2021 and as of December 31, 2020 and statement of operations data for the three months ended March 31, 2021 and from July 28, 2020 (inception) through December 31, 2020 are derived from RMG II’s financial statements, included elsewhere in this prospectus. RMG II’s financial statements have been prepared in accordance with U.S. GAAP.

The selected historical information in this section should be read in conjunction with each of RMG II’s financial statements and related notes.

RMG ACQUISITION CORPORATION II

CONDENSED BALANCE SHEET

 

     March 31, 2021     December 31, 2020  
     (unaudited)        

Assets:

    

Current assets:

    

Cash

   $ 1,691,425     $ 3,334,227  

Prepaid expenses

     884,231       1,220,558  
  

 

 

   

 

 

 

Total current assets

     2,575,656       4,554,785  

Cash held in Trust Account

     345,006,059       345,000,963  
  

 

 

   

 

 

 

Total Assets

   $ 347,581,715     $ 349,555,748  
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity:

    

Current liabilities:

    

Accounts payable

   $ 15,036     $ 1,301,044  

Accrued expenses

     226,256       146,000  

Accrued expenses - related party

     18,000       18,000  
  

 

 

   

 

 

 

Total current liabilities

     259,292       1,465,044  

Deferred legal fees

     400,000       400,000  

Deferred underwriting commissions

     12,075,000       12,075,000  

Derivative warrant liabilities

     26,678,600       31,866,110  
  

 

 

   

 

 

 

Total liabilities

     39,412,892       45,806,154  

Commitments and Contingencies

    

Class A ordinary shares; 30,316,882 and 29,874,959 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively

     303,168,820       298,749,590  

Shareholders’ Equity:

    

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

     —         —    

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,183,118 and 4,625,041 shares issued and outstanding (excluding 30,316,882 and 29,874,959 shares subject to possible redemption) at March 31, 2021 and December 31, 2020

     418       463  

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020

     863       863  

Additional paid-in capital

     11,579,960       15,999,145  

Accumulated deficit

     (6,581,238     (11,000,467
  

 

 

   

 

 

 

Total shareholders’ equity

     5,000,003       5,000,004  
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 347,581,715     $ 349,555,748  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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RMG ACQUISITION CORPORATION II

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

Operating expenses

  

General and administrative expenses

   $ 773,426  
  

 

 

 

Loss from operations

     (773,426

Other income (expense)

  

Change in fair value of derivative warrant liabilities

     5,187,510  

Interest income

     48  

Unrealized gain on investments held in Trust Account

     5,097  
  

 

 

 

Total other income (expense)

     5,192,655  
  

 

 

 

Net income

   $ 4,419,229  
  

 

 

 

Weighted average shares outstanding of common stock subject to redemption, basic and diluted

     30,049,323  
  

 

 

 

Basic and diluted net income per share, common stock subject to redemption

   $ —    
  

 

 

 

Weighted average shares outstanding of common stock, basic and diluted

     13,245,131  
  

 

 

 

Basic and diluted net income per share, common stock

   $ 0.33  
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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USE OF PROCEEDS

We will receive up to $213.0 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. If the Warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the Warrants.

The Selling Securityholders will receive all of the net proceeds from the sale of any Class A Ordinary Shares, Class C Ordinary Share or the Warrants offered by them under this prospectus.

We will bear all costs, expenses and fees in connection with the registration of the Class A Ordinary Shares, Class C Ordinary Shares and Warrants offered by the Selling Securityholders pursuant to this prospectus, whereas the Selling Securityholders will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.

 

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DIVIDEND POLICY

We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

 

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BUSINESS

Overview

We are the largest utility-scale renewable energy solutions provider in India in terms of total commissioned capacity, according to IHS Markit. We operate wind and solar energy projects in India and as of March 31, 2021 we had a total commissioned capacity of 5.60 GW and an additional 4.26 GW of committed capacity which is expected to be commissioned by the year ended March 31, 2023. We were founded in 2011 and are committed to drive a change in India’s energy portfolio by delivering cleaner and smarter energy solutions. We commenced operations in 2012 and our portfolio has grown from a 25.20 MW wind energy project in the state of Gujarat in India to more than 100 wind and solar energy projects with a commissioned and committed capacity of 9.86 GW across nine states in India. We develop, build, own and operate utility-scale wind energy projects, utility-scale solar energy projects, utility-scale firm power projects and distributed solar energy projects, and we are in the process of providing intelligent energy solutions such as peak power supply, round-the-clock supply, storage services, as demonstrated in our recently awarded projects. Further, we also provide energy management services for public utilities, commercial and industrial customers. Our projects are based on proven wind, solar and storage technologies, covered under long-term PPAs with creditworthy offtakers including central government agencies, public utilities (specifically state electricity utilities) and private industrial and commercial consumers in India. We are supported by high quality long-term global investors such as GSW, CPP Investments, Platinum Cactus, JERA and SACEF and we are led by an experienced management team under the leadership of our founder, Chairman and Chief Executive Officer, Sumant Sinha, who has extensive experience across our operational and strategic focus areas.

Our strong track record of organic and inorganic growth is demonstrated by an increase in our operational capacity which has grown 2.8 times in the years ended March 31, 2017 to March 31, 2021. We have achieved our market leading position in the Indian renewable energy industry by delivering grid parity wind and solar energy projects, against the backdrop of Government of India’s policies to promote the growth of renewable energy in India. We have a robust financial position and demonstrated access to diversified pool of capital from Indian and international investors, lenders and other capital providers. Our total income has grown from Rs. 47,902 million in the year ended March 31, 2019 to Rs. 54,491 million in the year ended March 31, 2021. We have been able to sustain our EBITDA margin at over 83% consistently since the year ended March 31, 2019. For a reconciliation EBITDA margin to a IFRS measure, see “our Selected Historical Financial Information – Non-IFRS Financial Measures.”

Our market opportunity

India is the third largest electricity producer and consumer globally and is the fourth largest renewable market globally only behind China, United States, Germany based on installed capacity as of end-2020, according to IHS Markit. The Government of India has set an ambitious target of achieving installed capacity of 450 GW by 2030 and IHS Markit estimates that India’s renewable energy capacity will increase at a CAGR of 12% from 91 GW in 2020 to 287 GW by 2030. IHS Markit also expects India to achieve the fastest annual energy consumption growth of 3.2% between 2020 and 2030, among all major economies on the back of socioeconomic development and sustainable energy policies. Renewable energy as a percentage of total installed capacity is expected to increase from approximately 24% in 2020 to 42% by 2030, according to IHS Markit. India has a healthy pipeline of about 50 GW renewable projects including about 10 GW of onshore wind projects, and about 32 GW of solar PV renewable projects and remaining from hybrid projects, with scheduled commissioning by end of 2022, according to IHS Markit.

Key drivers of growth in renewable energy in India include structural policy reforms in India’s power sector, overall growth in power demand, economically viable tariffs compared to other fuel sources, “must-run” status to renewable power plants (which means that renewable power that is generated must always be accepted by the grid), fixed price over long-term contracts allowing risk diversification and greater mix of central offtakers in recently awarded projects.

 

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We believe that through our disciplined bidding approach and vast project execution expertise, we are well positioned to tap this potential and grow our capacity through a combination of (i) our committed projects of 4.26 GW which are expected to be commissioned between 2021 to 2023; and (ii) uncontracted pipeline capacity, which will continue to be auctioned by central and state government agencies as part of the Government of India’s objective to achieve India’s renewable energy targets.

Our competitive strengths

Market leadership in India’s high growth renewable energy sector

We are India’s largest and the world’s 13th largest utility-scale renewable energy solutions provider (excluding majority government owned companies except EDF and Orsted) in terms of total commissioned capacity, according to IHS Markit. We have won approximately 6.45 GW of 54.9 GW of wind, solar and firm power capacity awarded by the central and state governments of India since April 2017 corresponding to approximately 12% market share of the capacity awarded, excluding the solar PV manufacturing linked capacity. Approximately 66.9 GW of wind and solar capacity was awarded between April 2017 and December 2020, of which 12.0 GW was linked to solar PV manufacturing, as per IHS Markit. Our operational capacity has grown at a CAGR of 29.1% from 2.01 GW in March 2017 to 5.60 GW in March 2021, and our market share in India has grown from 3.5% to 5.9% of the total renewable installed generating capacity. Total renewable installed generating capacity in India was approximately 57.24 GW and 94.43 GW as of March 31, 2017 and March 31, 2021, respectively, as per Central Electricity Authority.

Project portfolio diversification across resources, geography, offtakers and vendors

Our portfolio of projects is well diversified between wind and solar energy projects across nine states in India. We also enjoy a diversified base of offtakers and vendors. This diversification mitigates the operational volatility due to seasonal weather conditions, reduces concentration risk and places us at an advantage in bidding and winning bids for projects. Our offtakers include central government agencies and public utilities including state electricity utilities, and private industrial and commercial consumers. We focus particularly on the credit profile of our offtakers. As of March 31, 2021, approximately 70% of our total offtakers base comprised of distribution utilities with a credit rating of A+ or A issued by the Ministry of Power, India, and approximately 49% of our offtakers included central agencies such as Solar Energy Corporation of India Ltd., or “SECI” and National Thermal Power Corporation Limited, or “NTPC.” We also work with a broad range of OEM suppliers for sourcing wind and solar equipment. We largely undertake O&M services for our solar energy projects in-house and have also started building in-house O&M capabilities for wind energy projects, thereby reducing our dependence on third parties and managing our costs.

Presence across value chain through extensive in-house end-to-end project execution capabilities

We have a track record of developing, operating and maintaining our projects at high standards. Our board of directors closely monitor project performance and actively guide our senior management in addressing operational issues. Our key competitive advantage is having in-house, end-to-end project execution capabilities with a focus on execution and operational excellence. We believe that our range of wind and solar capabilities across project selection, resource assessment, project funding, land acquisition, project execution and project O&M positions us well for bidding for larger projects. For example,

 

   

Access to reliable data: Our project development team has access to multiple sources of data, including data from 116 active met mast across 84 sites in eight states in India, performance data from our commissioned capacity, data from our OEM vendors, and other reliable public data from multiple agencies, which helps us efficiently bid for projects, navigate the development process of each project and also improve the reliability of our pipeline.

 

   

Land acquisition and site selection: We have acquired through ownership or leasehold rights over 22,000 acres of land as of March 31, 2021, and are able to navigate through the complex land

 

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acquisition process in India. We are also in the process of engaging with state governments to acquire approximately 40,000 acres of land across various states in India.

 

   

EPC capabilities: We are able to execute all solar projects in-house and are ramping up our wind execution team. As of March 31, 2021, of 1.89 GW of commissioned utility-scale solar capacity, approximately 1.47 GW was developed in-house through self-EPC. We have an in-house design team with access to cutting-edge technology and strong long-term relationships with our solar module suppliers. We employ large teams of over 440 personnel for wind and solar EPC, across project design & engineering, procurement and project execution.

 

   

Evacuation: We have a team dedicated for managing power evacuation generated at our projects. They manage connectivity, evacuation infrastructure and coordinate with central and state transmission companies.

 

   

Operation and maintenance: We have developed in-house O&M capabilities with a team of over 340 employees and manage more than 90% of our solar and approximately 660 MW of our wind energy projects in-house, which we believe provides us significant cost benefits.

 

   

Predictive analytics and centralized monitoring: We rigorously monitor the performance of our wind and solar energy projects from our central and state monitoring centers, ReNew Power Diagnostics Centre and ReNew Power Command and Control Centers. Our performance monitoring team is equipped with various digital tools to continuously track real-time data on energy generation at each site and identify anomalies, if any, prompting us to address any issues with minimal loss in generation. Our performance monitoring team also analyses each project for systemic problems as well as anticipate potential faults. These processes in-turn help enhance our operational efficiency, ability to monitor asset health and optimize OEM processes maintenance. We also have a full-fledged comprehensive team working under our program ReD Analytics Lab, “ReD Lab” to bring together cross-functional teams to develop advanced analytics solutions

Strong and stable financial position with access to diverse sources of funding

We benefit from a strong financial position which we leverage prudently to support our growth. We have raised a mix of equity and debt to finance our projects. Our equity investors include a diversified pool of well known international private equity, sovereign wealth and pension funds as well as renewables and infrastructure focused investors. We also have access to a range of project finance and debt instruments from multiple Indian and international investors. Our broad base of long-standing, equity investors include GSW, JERA, Platinum Cactus, CPP Investments and SACEF. Since our incorporation in 2011, our equity investors have invested a total of $1.4 billion in ReNew India in various tranches, helping us retain an efficient capital structure with no mezzanine capital instruments. We have long-standing relationships with our project finance, corporate debt lenders and other capital providers including public and private commercial banks, non-banking financial companies, institutional investors, mutual funds and pension funds as well as specialized infrastructure lenders.

We routinely refinance our projects once they are operational. We have benefited from refinancing as it gives us the opportunity to create additional liquidity through top-up as well as release of existing cash, enhanced accrual of internal cash flows due to bullet repayment structures in bonds and easier restricted payment conditions. The additional liquidity can be utilized for various distributions, including to fund additional capital expenditure and optimize capital structure across the broader portfolio. We repeatedly access the on-shore bonds and non-convertible debentures market, allowing us to raise from reputable investors. We also deploy innovative structures to raise finance for our projects. For example, we have raised debentures partially guaranteed by India Infrastructure Finance Company Limited and were among the first few Indian renewable energy provider to raise $475 million of Rupee-denominated “masala” bonds. In February 2021, we successfully refinanced the “masala” bonds with a new $460 million U.S. dollar denominated senior secured notes with lower interest rate of 4.00% per annum and extended maturity of an additional 4.5 years. Our bonds are currently rated BB- by S&P, BB-/ BB by Fitch and Ba3 by Moody’s, and we have a corporate rating of Ba2 by Moody’s.

 

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Expertise in intelligent energy solutions and services

We believe that we are transforming renewable energy from real-time energy to dispatchable and controllable energy through digitization and use of storage solutions to support the economy-wide shift to a carbon-neutral electricity mix in India. Over the past two years, we have transitioned from a mainstream utility scale renewable energy company to an intelligent energy utility platform to solve digital integration of energy sources requirement. Our ability to provide fixed power and on-demand schedulable peak power, enables us to solve for key issues that our offtakers face on scheduling and peak power, thereby giving us a competitive advantage.

We are working with global battery OEMs and system integrators to build a pipeline of utility-scale battery energy storage systems in India. The growth areas for this segment include battery pack assembly and building battery asset management capabilities. We actively look out for and partner with developers of renewable technology to remain competitive and enhance our capabilities. For example, we recently acquired Regent Climate Connect Knowledge Solutions Private Limited, a digital analytics, software development, artificial intelligence and machine learning company specializing in power markets in India to enter the energy management services market

Recurring and long-term cash flows supported by stable and long-term offtaker contracts

Our projects benefit from long-term PPAs, thereby enhancing the offtake security and long-term visibility of our cash flows. The term of our PPAs with central government agencies and state electricity distribution companies is generally 25 years from the commercial operation date of the project. The term of our PPAs with commercial and industrial customers, that constitute 3.3% of our utility-scale portfolio, ranges from eight to 12 years. These PPAs provide for fixed tariff rates with limited escalation provisions, thus providing stream of visible, predictable and long-term cash flows.

Experienced professional management team.

We are led by a professional and extensively experienced management team, which has a deep understanding of managing renewable energy projects and a proven track record of performance. We draw on the knowledge of our board of directors, who bring us expertise in the areas of corporate governance, business strategy, and operational and financial capabilities, among others. Our shareholders and investors also have extensive experience of investing in the renewable energy industry, which we believe is key to a number of our growth strategies, including our measured approach to project selection, our expansion into solar energy projects and our development of internal capabilities across several operational areas.

Our strategies

Maintain market leadership as India’s leading clean energy solutions provider

Under the backdrop of supportive regulatory and industry trends in India’s renewable energy sector, we intend to continue to strengthen our market leading position in our core utility-scale wind and solar energy businesses, maintain our diversified portfolio between wind and solar energy projects and focus on new geographical clusters to increase our economies of scale. We also aim to continue to be the leader in developing and deploying new technologies in the renewable energy sector. We intend to leverage our experience in executing large wind and solar energy projects to further win bids for firm power energy solutions, which places us in a unique position to provide our offtakers innovative energy solutions. We will also look at growth opportunities through B2B partnerships where overall capacity as well as average capacity per site has grown significantly. We believe that our capabilities in distributed solar energy projects, group captive and open access projects will enable us to capture a greater share of this fast growing market which we consider will be a key renewable energy business in the future.

 

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We will continue to evaluate accretive acquisition opportunities based on our targeted returns, available synergies and offtaker criteria. We are actively seeking to acquire projects in the year ending March 31, 2022 to deliver on our stated commissioned growth objectives. We believe that our experienced operational and management teams will lead us to identify, structure, execute and integrate acquisitions effectively based on our demonstrated ability to successfully acquire renewable energy projects.

Continue to employ prudent bidding approach, financial discipline and efficient capital management to drive value for our shareholders.

Our prudent bidding approach and financial discipline is aimed at achieving pre-determined internal rate of returns from our projects. We have won over 1.93 GW, 1.25 GW and 1.90 GW of new bids in the years ended March 31, 2019, 2020 and 2021, respectively. We have also enhanced our capacity in innovative, market defining bids such as round-the-clock and peak power along with regular wind and solar energy projects. We have a systematic bid evaluation framework based on various parameters to optimize for execution capacity and cash flows. In order to maintain this growth rate and to achieve our internal rate of returns, we intend to continue deploying a prudent approach which is backed by thorough diligence and data analysis. We also intend to add to our pipeline of projects. As of December 31, 2020, there were about 27 GW of renewable tenders open and in different stages of the bidding process including 21 GW of solar PV, 1.2 GW of onshore wind, and the remaining 5.0 GW from hybrid tenders with or without storage, according to IHS Markit. We believe that we are well positioned to enhance our committed capacity at attractive internal rate of returns and be competitive in our bids.

Deepening value chain presence in wind and solar energy projects

We plan to deepen our presence across the core renewable value chain, including the manufacturing of solar cells, wind turbine generator assembly, EPC and O&M. We manage solar EPC and O&M in-house and are building our capabilities for wind O&M and EPC to improve margins and execution efficiency. We intend to continue to build our in-house transmission capabilities for solar energy projects, relying on our own EPC teams for the development of transmission lines in addition to external EPC providers to further control costs. We intend to invest in the development of a solar cell and modules manufacturing facility of up to 2 GW. The manufacturing plant, to be located in the state of Gujarat in India, is expected to be vertically integrated in terms of processes and infrastructure for the manufacturing of solar components and is anticipated to commence operations from the year ending March 31, 2023. We also intend to selectively participate in tenders for privatization of DISCOMs distribution and have submitted a bid for privatizing the Chandigarh DISCOM in the state of Punjab, India.

Focus on innovation in hybrid and storage capabilities and invest in future solutions such as green hydrogen

We are investing in our capabilities in new energy storage solutions and associated technologies to provide stability of our wind and solar energy projects and increase our competitiveness and profitability. Our approach to integrate storage solutions aligns well with our broader strategy of incorporating reliable technologies into our projects and Government of India’s innovative tenders for wind, solar and energy storage. We intend to invest in future energy solutions such as, green hydrogen which is a focus of the Government of India. Our strategy is to leverage our renewable capabilities and develop green hydrogen products, and establish partnerships across the supply chain to sell it to our end-consumers.

Continue to drive cost reductions and yield improvements through digitization to improve efficiency

We seek to further enhance our project execution efforts in order to control our costs and optimize the output of our projects. At the project execution stage, we intend to focus on reducing our dependence on external EPC providers for our wind energy projects and continue to build these capabilities internally. Similarly, we intend to continue developing in-house O&M capabilities at the operational stage to improve project efficiency. We intend to implement new technologies, including new turbine and solar module technologies, which are

 

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capable of higher generation levels. We also plan to incorporate robotic cleaning, auxiliary power consumption, forecast and scheduling and e-surveillance of our plants in the future, as well as utilize drones and new maintenance technologies as part of enhanced project monitoring and O&M efforts. Our in-house team of technical designers intend to continue refining and enhancing our solar plant design and execution capabilities, and we intend to work with leading wind OEMs to deploy new turbine technologies.

We intend to strengthen our diagnostics and performance monitoring capabilities across our wind and solar energy projects. In addition, we intend to invest in advanced monitoring and tracking and predictive analytics technologies with specific applications in operational areas including monitoring equipment condition, advanced failure detection and forecasting and scheduling energy generation. Our project management team also intends to continue to focus on maximizing the operating efficiency of our projects.

We intend to continue building our in-house transmission capabilities in respect of our solar energy projects, relying on our own EPC teams for the development of transmission lines in addition to external EPC providers to further control costs on such projects. We will evaluate new energy storage solutions and associated technologies to further increase project operational efficiencies.

Continue to be at the forefront of ESG standards for sustainability practices

As India’s largest renewable energy company according to IHS Markit, sustainability is an integral part of our company’s vision. We intend to constantly focus on attaining and maintaining highest standards of quality in the selection, designing, procurement, construction, and maintenance of projects across their life cycle. To strengthen our governance efforts around sustainability, we formed the Sustainability Committee in October 2018 which is chaired by Mrs. Vaishali N Sinha, our Chief Sustainability Officer and Chair of the ReNew Foundation to address the gaps in meeting the United Nations Sustainable Development Goals, define energy projects, social and governance strategy and key performance indicators, review sustainability performance on a semi-annual basis, adopt sustainable supply chain guidelines, enhance data quality management, prepare greenhouse gas inventory to map our carbon footprint and roll-out awareness and training on sustainability for our employees. We strive to integrate sustainability practices into every aspect of our corporate strategy to improve efficiency and productivity, meeting ESG expectations of our shareholders, prospective investors, customers and vendors, foster innovation and attract and retain talent.

We continue to take steps to support global climate action by formulating plans to undertake climate vulnerability of our sites. We have committed to become water neutral by 2025, and have adopted a “No Plastic Policy” at our offices, aligned with the Government of India’s Swachh Bharat (Clean India) campaign. We aim to create social value continuously, evidenced by us being a signatory to United Nations Women Empowerment. Pursuant to our commitment to Target Gender Equality of United Nations Global Compact, we have set clear targets to improve the ratio of number of women to number of men in our operations. See “—Corporate Social Responsibility” for more details on our sustainability policies and initiatives.

Our Projects

We have strategically focused on developing a pan-India portfolio of utility-scale wind energy projects, utility-scale solar energy projects, utility-scale firm power projects and distributed solar energy projects. Utility scale projects refer to power generation facilities that generate power and feed that power into the grid, supplying a utility or offtaker with energy. Every utility-scale facility has a PPA with a utility or offtaker, guaranteeing a market for its energy for a fixed period of time. Distributed solar energy projects are small-scale energy generation units that operate locally and are indirectly connected to larger power grids at the distribution level. For open access projects, the units of power generated are directly connected to the grid.

As of March 31, 2021, our portfolio consisted of 9.86 GW of wind and solar energy projects, firm power projects and distributed solar energy projects, of which 5.60 GW projects are commissioned and 4.26 GW are

 

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committed. “Commissioned projects” are projects for which a commissioning certificate has been issued and which have already started commercial operations and/or supply power to offtakers. “Committed projects” are projects for which a PPA has been signed for project development, or projects for which the bid has been won and a letter of award, or “LOA” has been received.

The following table provides a breakdown of our portfolio of our utility-scale wind energy projects, utility scale solar energy projects, utility-scale firm power projects and distributed solar energy projects by commission status (commissioned and committed) as of March 31, 2021. On October 31, 2020, we entered into a definitive agreement with Ayana Renewable Power Private Limited to sell our subsidiary, Adyah Solar Energy Limited that housed a 300 MW solar power project in the State of Karnataka and in February 2021, we completed the sale of the subsidiary and the project. The table below therefore does not include this project.

 

Particulars    Commissioned
capacity
     Committed
capacity
 

Utility-scale wind energy projects

     3,590 MW        351 MW  

Utility-scale solar energy projects

     1,891 MW        2,205 MW  

Utility-scale firm power projects

     —          1,703 MW  

Distributed solar energy projects

     116 MW        6 MW  

Total

     5,597 MW        4,265 MW  

The following table represents amounts of wind and solar power generated and sold, our weighted average commissioned capacity, along with our plant load factor for the years/periods indicated:

 

     As of and for the year ended March 31,  
     2019     2020     2021  
     Wind     Solar(7)     Total(8)     Wind     Solar(7)     Total(8)     Wind     Solar(7)     Total(8)  

Commissioned capacity(1) (GW)

     2.95       1.61       4.56       3.24       2.18       5.43       3.59       2.01       5.60  

Weighted average operational capacity(2) (GW)

     2.80       1.30       4.10       3.11       1.88       4.99       3.31       2.16       5.47  

Plant load factor(3) (%)

     26.5     22.5     25.3     26.4     22.3     24.9     23.6     22.8     23.3

Electricity generated(4)(5) (kWh millions)

     6,515       2,577       9,092       7,226       3,679       10,905       6,854       4,320       11,175  

Revenue from contract with customers(6) (Rs. million)

     29,480       13,637       43,144       31,800       16,598       48,412       29,411       18,737       48,187  

 

(1)

Commissioned capacity refers to capacity of projects for which a commissioning certificate has been issued and which have already started commercial operations and/or we supply power to offtakers (at the end of the reporting period).

(2)

Weighted average operational capacity is calculated as electricity generated divided by the plant load factor and weighted by number of days for the reporting period.

(3)

PLF is the ratio of the actual output of all our wind and solar power projects over the reporting period to their potential output if it were possible for them to operate indefinitely at full rated capacity. The plant load factor is not the same as the availability factor. The variability in our plant load factor is a result of seasonality, cloud covers, fluctuations in wind currents, climate conditions, equipment efficiency losses, breakdown of our transmission system and grid availability. It indicates effective utilization of resources. Higher plant load factor at a project site indicates increased electricity generation.

(4)

Electricity generated represents the actual amount of power generated by our wind and solar energy projects over the reporting period and is the product of PLF during the reporting period and the average megawatts.

(5)

Electricity sold is approximately 4% lower than the electricity generated as a result of electricity lost in transmission or due to power curtailments.

 

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(6)

Revenue from the sale of power constitutes 100%, 99% and 99% of our revenue from contract with customers for the years ended March 31, 2019, 2020 and 2021, respectively.

(7)

Includes distributed solar energy projects.

(8)

Includes an unallocable amount which refers to income allocable to management shared services that we provide under our joint venture agreements with our joint venture partners. For more details see “Management’s discussion and analysis of our financial condition and results of operations – Segment information”.

The following tables provide a breakdown of our utility-scale wind energy projects, utility-scale solar energy projects and utility-scale firm power projects by commission status (commissioned and committed) and location (state of India). The tables also highlight the capacity, commission date, tariff model, tariff, offtaker and tenor of the PPA for each project.

Utility-Scale Wind Energy Projects

The following tables provide a breakdown of our utility-scale wind energy projects by commission status (commissioned and committed) and by offtaker as of March 31, 2021.

Commissioned projects

 

S.No.

 

Renew
Subsidiary

 

Project Name

 

Location
(Indian
State)

  Capacity
(MW)
   

Capacity
Commission
date, or
“COD”(1)

 

Tariff
Model(2)

 

Tariff (Indian
Rupees/kWh)

 

Offtaker

 

PPA tenor
(from COD)

PTC India Limited, “PTC” and Solar Energy Corporation of India Ltd., “SECI”
1.   Ostro Kutch Wind Private Limited   Ostro – Kutch (SECI 1)   Gujarat     250     October 2018   Centre PPA(3)   3.46   PTC   25 years
2.   ReNew Power Private Limited   SECI II   Gujarat     230.1     October 2019   Centre PPA   2.64   SECI   25 years
3.   Renew Wind Energy (AP 2) Private Limited   SECI III   Gujarat     300     December 2020   Centre PPA   2.44   SECI   25 years
The Gujarat Urja Vikas Nigam Limited, “GUVNL”
4.   ReNew Wind Energy (Rajkot) Private Limited   Jasdan   Gujarat     25.2     March 2012   APPC(8) + REC(9), third party   For 23.1 MW –APPC(8) Rate escalating in line with state APPC tariff; For 2.1 MW – Rs. 3.25 per unit   For 23.1 MW – GUVNL, For 2.1 MW – Third party(10)  

For 23.1 MW – 25 years

For 2.1 MW – 10 years commencing from September 2020

5.   Shruti Power Projects Private Limited   Vinjalpur   Gujarat     12     September 2015   State PPA(4)   4.15   GUVNL   25 years
6.   ReNew Power Private Limited   Sadla   Gujarat     38     March 2017   State PPA   3.86   GUVNL   25 years
7.   Narmada Wind Energy Private Limited   Patan   Gujarat     50     March 2017   State PPA   4.19   GUVNL   25 years

 

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S.No.

 

Renew
Subsidiary

 

Project Name

 

Location
(Indian
State)

  Capacity
(MW)
   

Capacity
Commission
date, or
“COD”(1)

 

Tariff
Model(2)

 

Tariff (Indian
Rupees/kWh)

 

Offtaker

 

PPA tenor
(from COD)

8.   ReNew Power Private Limited   Sadla   Gujarat     10     May 2017   State PPA   3.86   GUVNL   25 years
9.   ReNew Wind Energy (Varekarwadi) Private Limited   GUVNL   Gujarat     35     October 2019   State PPA   2.45   GUVNL   25 years

Andhra Pradesh Southern Power Distribution Company Limited, “APSPDCL”

10.   ReNew Vayu Urja Private Limited   KCT Gamesa 24 Kalyandurg   Andhra Pradesh     24     August 2015   State PPA   4.83 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
11.   ReNew Vayu Urja Private Limited   KCTGE 39.1 Molagavalli   Andhra Pradesh     39.1     August 2016   State PPA   4.83 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
12.   Ostro Anantapur Private Limited   Ostro – Nimbagallu   Andhra Pradesh     100     September 2016   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
13.   ReNew Wind Energy (Shivpur) Private Limited   Ellutala   Andhra Pradesh     119.7     November 2016   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
14.   ReNew Vayu Urja Private Limited   KCT Gamesa 40 Molagavalli   Andhra Pradesh     40     February 2017   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
15.   Helios Infratech Private Limited   Veerabhadra   Andhra Pradesh     100.8     March 2017   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
16.   Molgavalli Renewable Private Limited   Molagavalli   Andhra Pradesh     46     March 2017   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
17.   Ostro Andhra Wind Private Limited   Ostro – Ralla Andhra   Andhra Pradesh     98.7     March 2017   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
18.   Ostro AP Wind Private Limited   Ostro – Ralla AP   Andhra Pradesh     98.7     March 2017   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years
19.   Zemira Renewable Energy Limited   Borampalli   Andhra Pradesh     50.4     March 2018   State PPA   4.84 and Tax Pass-through to offtaker(5)   APSPDCL   25 years

Maharashtra State Electricity Distribution Company Limited, “MSEDCL”

20.   ReNew Wind Energy (Rajkot) Private Limited   Vaspet-I   Maharashtra     25.5     November 2012   State PPA   5.73   MSEDCL   13 years

 

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S.No.

 

Renew
Subsidiary

 

Project Name

 

Location
(Indian
State)

  Capacity
(MW)
   

Capacity
Commission
date, or
“COD”(1)

 

Tariff
Model(2)

 

Tariff (Indian
Rupees/kWh)

 

Offtaker

 

PPA tenor
(from COD)

21.   ReNew Wind Energy (Jath) Limited   Jath   Maharashtra     34.5     November 2012   State PPA   5.75   MSEDCL   13 years
22.   ReNew Wind Energy Delhi Private Limited   Jamb   Maharashtra     28.0     May 2013   State PPA   5.81   MSEDCL   13 years
23.   ReNew Wind Energy (Jath) Limited   Jath   Maharashtra     50.15     June 2013   State PPA   5.75   MSEDCL   13 years
24.   ReNew Wind Energy (Shivpur) Private Limited   Vaspet-II & III   Maharashtra     49.5     June 2013   State PPA   5.81   MSEDCL   13 years
25.   ReNew Wind Energy (Varekarwadi) Private Limited   Welturi-I   Maharashtra     50.4     September 2013   State PPA   5.81   MSEDCL   13 years
26.   ReNew Wind Energy (Rajkot) Private Limited   Vaspet-I   Maharashtra     19.5     January 2014   State PPA   5.73   MSEDCL   13 years
27.   ReNew Wind Energy (Rajasthan) Private Limited   Budh-I   Maharashtra     30.0     February 2014   State PPA   5.81   MSEDCL   13 years
28.   ReNew Wind Energy (Welturi) Private Limited   Welturi-II   Maharashtra     23.1     March 2014   State PPA   5.81   MSEDCL   13 years
29.   ReNew Wind Energy (Devgarh) Private Limited   Vaspet-IV   Maharashtra     49.5     November 2014   State PPA   5.79   MSEDCL   13 years
30.   ReNew Vayu Urja Private Limited   MSEDCL   Maharashtra     76.0     December 2019   State PPA   2.85   MSEDCL   25 years

Jaipur Vidyut Vitran Nigam Limited, “JVVNL,” Jodhpur Vidyut Vitran Nigam Limited, “JdVVNL” and Ajmer Vidyut Vitran Nigam Ltd, “AVVNL”

31.   Kanak Renewables Limited   SREI   Rajasthan     60     May 2012   State PPA   4.74(6)   JVVNL, AVVNL   20 years to 25 years
32.   ReNew Wind Energy (Jadeswar) Private Limited   Bakhrani   Rajasthan     14.4     March 2013   State PPA   5.39(6)   JVVNL   25 years

 

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S.No.

 

Renew
Subsidiary

 

Project Name

 

Location
(Indian
State)

  Capacity
(MW)
   

Capacity
Commission
date, or
“COD”(1)

 

Tariff
Model(2)

 

Tariff (Indian
Rupees/kWh)

 

Offtaker

 

PPA tenor
(from COD)

33.   ReNew Wind Energy (Rajasthan One) Private Limited   Dangri   Rajasthan     30     October 2014   State PPA   5.78(7)   AVVNL   25 years
34.   ReNew Power Private Limited   Pratapgarh   Rajasthan     46.5     March 2015   State PPA   6.08(7)   JVVNL, AVVNL   25 years
35.   ReNew Power Private Limited   Pratapgarh   Rajasthan     4.5     July 2015   State PPA   6.08(7)   JVVNL, AVVNL   25 years
36.   Ostro Jaisalmer Private Limited   Ostro – Tejuva   Rajasthan     50.4     July 2015   State PPA   5.88(7)   JdVVNL   25 years
37.   Ostro Renewables Private Limited   Ostro – Rajgarh   Rajasthan     25.6     October 2015   State PPA   5.88(7)   AVVNL   25 years
38.   Renew Wind Energy (AP 3) Private Limited   Rajgarh   Rajasthan     25.6     October 2015   State PPA   5.88(7)   AVVNL   25 years
39.   ReNew Wind Energy (Rajasthan 3) Private Limited   Bhesada   Rajasthan     100.8     December 2015   State PPA   5.88(7)   JdVVNL   25 years

Hubli Electricity Supply Company Limited, “HESCOM”, Gulbarga Electricity Supply Company Limited, “GESCOM” and Bangalore Electricity Supply Company Limited, “BESCOM”

40.   ReNew Wind Energy (Sipla) Private Limited   Batkurki   Karnataka     60     January 2017   State PPA   4.50 and Tax Pass-through to offtaker(5)   HESCOM   25 years
41.   ReNew Wind Energy (Sipla) Private Limited   Bableshwar   Karnataka     50     March 2017   State PPA   4.50 and Tax Pass-through to offtaker(5)   HESCOM   25 years
42.   Ostro Mahawind Power Private Limited   Ostro –Sattegiri   Karnataka     60     March 2017   State PPA   4.50 and Tax Pass-through to offtaker(5)   HESCOM   25 years
43.   Ostro Dakshin Power Private Limited   Ostro –Taralkatti   Karnataka     100     February 2018   State PPA   4.50 and Tax Pass-through to offtaker(5)   GESCOM   25 years
44.   Bidwal Renewable Private Limited   Bapuram   Karnataka     50     March 2018   State PPA   3.74 and Tax Pass-through to offtaker(5)   GESCOM   25 years

 

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S.No.

 

Renew
Subsidiary

 

Project Name

 

Location
(Indian
State)

  Capacity
(MW)
   

Capacity
Commission
date, or
“COD”(1)

 

Tariff
Model(2)

 

Tariff (Indian
Rupees/kWh)

 

Offtaker

 

PPA tenor
(from COD)

45.   Pugalur Renewables Private Limited   Nirlooti   Karnataka     60     March 2018   State PPA   3.74 and Tax Pass-through to offtaker(5)   GESCOM   25 years
46.   ReNew Wind Energy (Varekarwadi) Private Limited   Bableshwar 2   Karnataka     40     March 2018   State PPA   3.74 and Tax Pass-through to offtaker(5)   BESCOM   25 years
47.   Rajat Renewables Limited and Kanak Renewables Limited   Kushtagi –1 &2   Karnataka     71.4     March 2018   State PPA   3.72 and Tax Pass-through to offtaker(5)   HESCOM, GESCOM   25 years

Madhya Pradesh Power Management Company Limited, “MPPMCL”

48.   Renew Wind Energy (MP Two) Private Limited   Mandsaur   Madhya Pradesh     28.8     October 2015   State PPA   5.69   MPPMCL   25 years
49.   ReNew Wind Energy (Rajasthan One) Private Limited   Nipaniya   Madhya Pradesh     40     February 2016   State PPA   5.92   MPPMCL   25 years
50.   ReNew Power Private Limited   Kod and Limbwas   Madhya Pradesh     90.3     March 2016   State PPA   5.92   MPPMCL   25 years
51.   Ostro Madhya Wind Private Limited   Ostro – Lahori   Madhya Pradesh     92     March 2016   State PPA   5.92   MPPMCL   25 years
52.   Ostro Urja Wind Private Limited   Ostro – Amba   Madhya Pradesh     66     March 2016   State PPA   5.92   MPPMCL   25 years
53.   ReNew Wind Energy (Rajasthan) Private Limited   Limbwas 2   Madhya Pradesh     18     October 2016   State PPA   4.78   MPPMCL   25 years
54.   Renew Wind Energy (MP Two) Private Limited   Mandsaur   Madhya Pradesh     7.2     March 2017   State PPA   5.69   MPPMCL   25 years
55.   ReNew Power Private Limited   Amba-1   Madhya Pradesh     44     March 2017   State PPA   4.78   MPPMCL   25 years
56.   Narmada Wind Energy Private Limited   Amba-2   Madhya Pradesh     8     March 2017   State PPA   4.78   MPPMCL   25 years
57.   Renew Wind Energy (AP 3) Private Limited   Lahori   Madhya Pradesh     26     March 2017   State PPA   4.78   MPPMCL   25 years

 

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S.No.

 

Renew
Subsidiary

 

Project Name

 

Location
(Indian
State)

  Capacity
(MW)
   

Capacity
Commission
date, or
“COD”(1)

 

Tariff
Model(2)

 

Tariff (Indian
Rupees/kWh)

 

Offtaker

 

PPA tenor
(from COD)

58.   AVP Powerinfra Private Limited   Ostro –AVP Dewas   Madhya Pradesh     27.3     March 2017   State PPA   4.78   MPPMCL   25 years
59.   Badoni Power Private Limited   Ostro – Badoni Dewas   Madhya Pradesh     29.4     March 2017   State PPA   4.78   MPPMCL   25 years

Third-Party(10) offtakers

60.   ReNew Wind Energy (Karnataka) Private Limited   Tadas   Karnataka     34.4     February 2013   Group Captive(11)   7.67 + escalation linked to HT tariff(12)   Third party   10 years
61.   ReNew Wind Energy (Karnataka) Private Limited   Tadas   Karnataka     16     April 2013   Group Captive   7.67 + escalation linked to HT tariff(12)   Third party   10 years
62.   ReNew Wind Energy (AP) Private Limited   Chikodi   Karnataka     18     June 2013   Group Captive   6.09 + escalation linked to HT tariff(12)   Third party   10 years
63.   ReNew Wind Energy (AP) Private Limited   Lingasugur   Karnataka     40     December 2015   Group Captive   6.07 + escalation linked to HT tariff(12)   Third party   10 years
64.   ReNew Wind Energy (Karnataka) Private Limited   Ron   Karnataka     40     August 2016   Group Captive   6.07 + escalation linked to HT tariff or predefined escalation(12)   Third party   10 years
65.   ReNew Wind Energy (Karnataka) Private Limited   Jogihalli   Karnataka     4.8     December 2016   Group Captive   7.24   Third party   10 years
66.   ReNew Wind Energy (Karnataka) Private Limited   Jogihalli   Karnataka     7.2     June 2017   Group Captive   7.24   Third party   10 years
       

 

 

           
  Total     3,590            
       

 

 

           

 

Notes:

 

(1)

Commission date for commissioned projects refers to the date on which the project is ready for commercial operation.

(2)

See “ – Offtakers – Tariff.”

(3)

Central PPA refers to the PPAs entered into with SECI, PTC and NTPC.

(4)

State PPA refers to the PPAs entered into with distribution companies of various states.

(5)

Any income tax paid by us is “passed-through” to our offtakers in addition to the tariff.

(6)

Tariff grossed up by 4% to include transmission loss reimbursement as per the relevant PPA.

(7)

Tariff grossed up by 2.5% to include transmission loss reimbursement as per the relevant PPA.

 

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(8)

Refers to average pooled power purchase cost.

(9)

See “ – Offtakers – Tariff” for more details.

(10)

Third party refers to private commercial and industrial customers.

(11)

Group captive refers to the arrangement in which a developer sets up a power project for the collective use of multiple industrial or commercial offtakers who have more than 26% of equity in the project and the offtakers has committed to contract at least 51% of the power generated at the power plant.

(12)

HT tariff refers to high tension tariff, which is the tariff charged by the electricity distribution companies for power supplied at high voltage. The electricity distribution company typically publishes a tariff chart which categorizes tariffs at different voltage levels. The rate varies from state to state and from year-to-year.

Committed projects

 

S.No.

 

Renew
Subsidiary

 

Project Name

  Location
(Indian
State)
  Capacity
(MW)
   

Commission
date(1)

 

Tariff
Model(2)

  Tariff (Indian
Rupees/kWh)
   

Offtaker

  PPA tenor
(from
commercial
operation
date)
   

PPA or
LOA(4)

1.   Ostro Kannada Power Private Limited   SECI VI   Karnataka     300.00     In the third quarter of the year ending March 31, 2022   Centre PPA     2.82     SECI     25 years     PPA signed
2.   Ostro Energy Private Limited   SECI VII   Gujarat     50.60     In the third quarter of the year ending March 31, 2022   Centre PPA     2.81     SECI     25 years     PPA signed
       

 

 

             
  Total     350.6              

 

Notes:

 

(1)

Commission date for committed projects refers to the management’s estimated commercial operation dates.

(2)

For more details on the tariff model see “ – Offtakers – Tariff.”

(3)

Centre PPAs refer to PPAs entered into with SECI.

(4)

LOA refers to written confirmation that a tenderer has been successful and will be awarded a contract.

Utility-Scale Solar Energy Projects

The following tables provide a breakdown of our utility-scale solar energy projects by commission status (commissioned and committed) and offtaker as of March 31, 2021. On October 31, 2020, we entered into a definitive agreement with Ayana Renewable Power Private Limited to sell our subsidiary, Adyah Solar Energy Limited that housed a 300 MW solar power project in the State of Karnataka and in February 2021, we completed the sale of the subsidiary and the project. The table below therefore does not include this project.

Commissioned projects

 

S.No.

 

Renew Subsidiary

  Project Name   Location
(Indian
State)
  Capacity
(MW)
    Commission
date(1)
  Tariff
Model(2)
  Tariff (Indian
Rupees/kWh)
  Offtaker   PPA tenor
(from
commercial
operation
date)
SECI                  
1.   ReNew Solar Energy (Karnataka Two) Private Limited   Charanka   Gujarat     40     March 2017   Centre
PPA(4)
  4.43   SECI   25 years

 

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