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United States securities and exchange commission logo
September 22, 2022
Kedar Upadhye
Chief Financial Officer
ReNew Energy Global plc
c/o Vistra (UK) Ltd
3rd floor, 11-12 St James's Square
London SWIY 4LB, United Kingdom
Re: ReNew Energy Global
plc
Form 20-F for the
Fiscal Year ended March 31, 2022
Filed July 25, 2022
File No. 001-40752
Dear Mr. Upadhye:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended March 31, 2022
Operating and Financial Review and Prospects, page 77
Non-IFRS Financial Measures, page 88
1. We note that you
present the non-IFRS measures of Adjusted EBITDA and Cash Flow to
Equity (CFe) as
performance measures, although you reconcile Adjusted EBITDA from
your measure of "Total
Income," which is predominantly revenue and other income, and
you reconcile CFe from
your non-IFRS measure of Adjusted EBITDA.
Please refer to Item
10(e) of Regulation S-K, applicable via General Instruction C(e) to
Form 20-F, for guidance
on disclosures of non-GAAP measures. Under this guidance you
should present the most
directly comparable IFRS financial measure with equal or greater
prominence, and provide
a reconciliation from this measure to your non-IFRS measure.
Kedar Upadhye
ReNew Energy Global plc
September 22, 2022
Page 2
We believe that you should revise your presentation of such non-IFRS
measures to
identify IFRS Net Loss as the most directly comparable IFRS financial
measure, and
reconcile each of your non-IFRS measures from IFRS Net Loss, for each
period.
For the Adjusted EBITDA measure, please also disclose the reasons for
the $36 million
adjustment - share based payment expense, which appears to be a
portion of the listing
and related expenses of $139 million reported on page F-6, to clarify
how it has been
derived and how it is meaningful in presenting your non-IFRS measure.
For the CFe measure, please also disclose the reasons for the $75
million adjustment -
normalized loan repayment, which is described on page 90 as "repayment
of scheduled
payments as per the loan agreement," to clarify how it has been
derived and is meaningful
in presenting your non-IFRS measure, also clarifying how it compares
to, and is more
meaningful than, the actual loan repayment amounts, in your view.
Note 18. Interest-Bearing Loans and Borrowing, page F-61
(ii) Compulsorily Convertible Debentures, page F-61
2. For each compulsorily convertible debenture (CCD) outstanding at March
31, 2022 and
March 31, 2021, please expand your disclosures pertaining to the terms
of conversion to
address the following points:
Quantify the number of shares that would need to be issued to
settle the outstanding
balance of the CCD at the end of each period.
Describe the conversion provisions and specify the periods and
the fixed and/or
variable conversion terms that would apply.
Expand footnote * to the terms of conversion table as necessary
to clarify the
significance of the 1:1 conversion ratio.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Lily Dang at (202) 551-3867 or John Cannarella at (202)
551-3337 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Karl Hiller, Branch Chief at (202) 551-3686 with any other questions.
FirstName LastNameKedar Upadhye Sincerely,
Comapany NameReNew Energy Global plc
Division of
Corporation Finance
September 22, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName