ReNew Energy Global plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

Date of event requiring this shell company report

Commission File No.:001-40752

RENEW ENERGY GLOBAL PLC

(Exact name of registrant as specified in its charter)

C/O Vistra (UK) Ltd

Suite 3, 7th Floor,50, Broadway,

London, England, SW1H 0DB

(Address of Principal Executive Offices)

C/O ReNew Private Limited

Commercial Block-1, Zone 6

Golf Course Road, DLF City Phase V

Gurugram 122009, Haryana, India

Telephone: (+91)124 489 6670

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31,2024,244,266,823 Class A Ordinary Shares par value $0.0001 per share, one Class B Ordinary Share par value $0.0001 per share,118,363,766 Class C Ordinary Shares par value $0.0001 per share, one Class D Ordinary Share par value $0.0001 per share, one Deferred Share par value US$ 0.01 per share and 50,000 Redeemable Preference Shares par value GBP 1.00 per share, were issued and outstanding. As of March 31, 2024, the Company held 38,698,288 Class A Ordinary Shares par value $0.0001 per share as treasury shares.

One Class B Ordinary Share represents the number of votes from time to time equal to the number of Class A Ordinary Shares that would have been issued to the Founder Investors and their affiliates if the Founder Investors and their affiliates had exchanged the ReNew India Ordinary Shares that they held at such time for Class A Ordinary Shares at the exchange ratio of 1 to 0.8289 specified in the Business Combination Agreement (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to Company’s ordinary shares or ReNew India Ordinary Shares after the Closing). As of March 31, 2024, the Class B Ordinary Shares accordingly represented 11,437,725 votes. During the year ended March 31, 2024, the Company acquired 2,553,897 ReNew India Ordinary Shares from the Founder pursuant to the Founder’s partial exercise of the Founder Investor De-Minimis Put Option, as defined in Item 7.B hereof, as a result of which the voting rights attaching to the Class B Ordinary Share were reduced by 2,116,955 votes from 13,554,680 to 11,437,725 votes.

One Class D Ordinary Share represents the number of votes from time to time equal to the number of Class A Ordinary Shares that would have been issued to CPP Investments and its affiliates if CPP Investments and its affiliates had exchanged the ReNew India Ordinary Shares that they held at such time for Class A Ordinary Shares at the exchange ratio of 1 to 0.8289 specified in the Business Combination Agreement (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to Company’s ordinary shares or ReNew India Ordinary Shares after the Closing). As at March 31, 2024, the Class D Ordinary Share accordingly represented 12,345,678 votes.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

TABLE OF CONTENTS

DEFINED TERMS

Unless the context otherwise requires, references in this Annual Report on Form 20-F (including information incorporated by reference herein, the “Report”) to:

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“Amended and Restated Warrant Agreement” means an amended and restated warrant agreement entered into by and between the Company and Computershare on August 23, 2021.

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“AP DISCOMs” means collectively APSPDCL and Eastern Power Distribution Company of Andhra Pradesh Limited.

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“APPC” means average power purchase cost.

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“APSPDCL” means Southern Power Distribution Company of Andhra Pradesh Limited.

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“Audit Committee” means the Company’s audit committee.

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“Board” or “ReNew Global Board” or “Board of Directors” means the board of directors of the Company.

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“Business Combination” means the Merger, the Exchange and the other transactions contemplated by the Business Combination Agreement.

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“Business Combination Agreement” means the Business Combination Agreement, dated February 24, 2021 by and among RMG II, ReNew India, RMG II Representative, the Company, the Merger Sub and the Major Shareholders.

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“Catch-Up Right” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“CCPSs” means the compulsorily convertible preference shares of ReNew India, having a par value of Rs 425 per share.

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“Central Electricity Authority” means the Central Electricity Authority of India.

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“CERC” means the Central Electricity Regulatory Commission in India.

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“Class A Ordinary Shares” means Class A ordinary shares of $0.0001 each in the capital of the Company.

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“Class B Ordinary Shares” means Class B ordinary shares of $0.0001 each in the capital of the Company.

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“Class C Ordinary Shares” means Class C ordinary shares of $0.0001 each in the capital of the Company.

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“Class D Ordinary Shares” means Class D ordinary shares of $0.0001 each in the capital of the Company.

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“Closing” means the closing of the Business Combination on August 23, 2021.

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“Closing Date” means August 23, 2021, the date of Closing.

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“Code” means the U.S. Internal Revenue Code of 1986.

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“Cognisa” means Cognisa Investment, a partnership firm, having its office at 1 st Floor, Penkar House, Jaishuklal Mehta Road, Santacruz (West), Mumbai – 400 054.

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“Company,” “ReNew Global,” “we,” “us,” “our” and other similar designations refer to ReNew Energy Global Plc (formerly known as ReNew Energy Global Limited), a public limited company registered in England and Wales with company number 13220321.

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“CPCB” means The Central Pollution Control Board of India.

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“CPP Investments” means Canada Pension Plan Investment Board, a Canadian crown corporation organized and validly existing under the Canada Pension Plan Investment Board Act, 1997, c.40.

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“DISCOMs” means state electricity distribution companies in India.

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“DTAA” means the Double Tax Convention between the U.K. and India, as amended by the MLI.

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“DTC” means the Depository Trust Company.

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“Effective Economic Interest” has the meaning given to it in the section titled “Related Party Transactions — Shareholders Agreement” under Item 7.B.

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“Electricity Act” means The Electricity Act, 2003.

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“Employee 2021 Plan” means the Employee 2021 Incentive Award Plan, adopted by us and approved by our shareholders on August 23, 2021.

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“EPC” means engineering, procurement and construction.

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“ESG” means environmental, social and corporate governance.

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“ESMS” means Environmental and Social Management System of the Company.

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“Exchange” means the series of transactions immediately following the Merger by which the Major Shareholders transferred ReNew India Ordinary Shares in exchange for the issuance by ReNew Global of shares in ReNew Global and the payment of cash pursuant to the terms of the Business Combination Agreement.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

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“F&O Committee” or “Finance and Operations Committee” means the Company’s finance and operations committee.

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“FCPA” means the Foreign Corrupt Practices Act.

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“FiT” means feed-in tariff.

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“Founder” means Mr. Sumant Sinha.

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“Founder Director” has the meaning given to it in the section titled “Related Party Transactions — Shareholders Agreement” under Item 7.B.

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“Founder Investor Put Financing Issuance” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“Founder Investors” means, collectively, the Founder, Cognisa and Wisemore.

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“Founder Investors Ordinary Put Option” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement — Founder Investors’ Put Options.” under Item 7.B.

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“Founder Registrable Securities” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“GAAR” means General Anti-Avoidance Rules of the ITA.

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“GBI” means Generation Based Incentive.

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“GBI Scheme” means Generation Based Incentive Scheme.

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“GBP” or “£” means the lawful currency of the United Kingdom.

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“GDP” means gross domestic product.

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“GESCOM” means Gulbarga Electricity Supply Company Limited.

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“Group” means the Company and its Subsidiaries.

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“GST” means the goods and services tax.

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“GSW” means GS Wyvern Holdings Limited, a company organised under the laws of Mauritius.

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“GSW Priority Offering” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“GSW Priority Offering Right” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“GSW Total Equity Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the sum of (i) the number of ReNew India Ordinary Shares held by GSW at such time multiplied by 0.8289 (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to the ReNew Global Shares or the ReNew India Ordinary Shares after the Closing), plus (ii) the number of ReNew Global Class A Ordinary Shares and ReNew Global Class C Ordinary Shares held by GSW at such time, divided by (b) the sum of (i) the number calculated pursuant to (a) above, plus (ii) the number of issued and outstanding ReNew Global Class A Ordinary Shares as of such time that are held by persons other than GSW or any of its affiliates, plus (iii) the number of issued and outstanding ReNew Global Class C Ordinary Shares as of such time, if any, that are held by persons other than GSW or any of its affiliates.

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“GUVNL” means Gujarat Urja Vikas Nigam Limited.

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“HESCOM” means Hubli Electricity Supply Company Limited.

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“Hybrid Projects Guidelines” means Guidelines for Tariff Based Competitive Bidding Process for procurement of power from Grid Connected Wind Solar Hybrid Projects, 2020.

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“IASB” means the International Accounting Standards Board.

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“IFRS” means the International Financial Reporting Standards, as issued by the IASB.

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“Indian Rupees” or “Rs” means the lawful currency of India.

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“Investor Nominee Directors” has the meaning given to it in the section titled “Related Party Transactions — Shareholders Agreement” under Item 7.B.

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“IRS” means the U.S. Internal Revenue Service.

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“ISOs” means incentive share options.

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“ISTS” means inter-state transmission system.

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“ITA” means the Indian Income Tax Act, 1961.

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“JERA” means JERA Power RN BV, a company organised under the laws of the Netherlands, which is a joint venture between TEPCO Fuel & Power, a wholly owned subsidiary of Tokyo Electric Power Company, and Chubu Electric Power Co., Inc.

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“KERC” means Karnataka Electricity Regulatory Commission.

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“KERC DSM Regulations” means the Karnataka Electricity Regulatory Commission (Forecasting, Scheduling, Deviation settlement and related matters for Wind and Solar Generation sources) 2015.

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“LOA” means a letter of award.

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“Major Investor” has the meaning given to it in the section titled “Related Party Transactions — Shareholders Agreement” under Item 7.B.

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“Major Shareholders” means certain shareholders of ReNew India named in the Business Combination Agreement.

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“MAT” means the minimum alternate tax under the Income Tax Act, 1961.

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“MERC” means Maharashtra Electricity Regulatory Commission.

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“MERC F&S Regulations” means the Maharashtra Electricity Regulatory Commission (Forecasting, Scheduling and Deviation Settlement for Solar and Wind Generation) Regulations, 2018.

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“Merger” means the merger pursuant to the terms of the Business Combination Agreement whereby Merger Sub merged with and into RMG II, with RMG II continuing as the surviving entity.

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“Merger Sub” means ReNew Power Global Merger Sub, a Cayman Islands exempted company.

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“MKC Investments” means MKC Investments, LLC, to which RMG Sponsor II assigned its rights under the ReNew Global Shareholders Agreement.

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“MLI” means measures relating to the tax treatment of multinationals proposed by the Organization for Economic Co-operation and Development, 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.

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“MNRE” means the Ministry of New and Renewable Energy.

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“MSEDCL” means Maharashtra State Electricity Distribution Company Limited.

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“NAPCC” means the National Action Plan of India on Climate Change.

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“Nasdaq” means The Nasdaq Stock Market LLC.

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“Nomination Committee” means the Company’s nomination and board governance committee.

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“Non-Employee 2021 Plan” means the Non-Employee 2021 Incentive Award Plan adopted by us and approved by our shareholders on August 23, 2021.

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“NSOs” means nonqualified share options.

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“NTPC” means NTPC Limited (formerly National Thermal Power Corporation Limited).

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“NTPC 2016” means the National Tariff Policy of India, 2016.

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“O&M” means operations and maintenance.

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“OEM” means original equipment manufacturer.

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“PGCIL” means the Power Grid Corporation of India Limited.

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“PIPE Subscription” has the meaning given to it in the section titled “Related Party Transactions — Subscription Agreement” under Item 7.B.

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“Platinum Cactus” means Platinum Hawk C 2019 RSC Limited, an indirect wholly owned subsidiary of Abu Dhabi Investment Authority, as trustee of Platinum Cactus A 2019 Trust.

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“POEM” means place of effective management.

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“PPA” means a power purchase agreement.

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“PTC” means PTC India Limited.

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“Put Shares” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement — Founder Investors’ Put Options” under Item 7.B.

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“REC” means renewable energy certificate.

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“REC Regulations” means the Central Electricity Regulatory Commission (Terms and Conditions for Recognition and Issuance of Renewable Energy Certificate for Renewable Energy Generation) Regulations, 2022.

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“ReD Lab” means ReD (ReNew Digital) Analytics Lab.

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“Registrable Securities” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“Registration Rights, Coordination and Put Option Agreement” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“Remuneration Committee” means the Company’s remuneration committee.

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“ReNew Global Articles” means the articles of association of ReNew Global from time to time.

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“ReNew Global Shareholders Agreement” means the shareholders agreement dated August 23, 2021, as amended on July 24, 2023 by and among ReNew Global and each Shareholders Agreement Investor, as further amended from time to time.

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“ReNew India” means ReNew Private Limited and its subsidiaries unless the context otherwise requires.

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“ReNew India Distributions” has the meaning given to it in the section titled “Memorandum and Articles of Association — Dividends and Other Distributions” under Item 10.B.

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“ReNew India Ordinary Shares” means the equity shares in the issued, subscribed and paid-up share capital of ReNew India having a par value of Rs. 10 each.

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“ReNew Jal Urja” means ReNew Jal Urja Private Limited.

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“ReNew Solar” means ReNew Solar Energy Private Limited.

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“RERC” means Rajasthan Electricity Regulatory Commission.

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“RERC Forecasting Regulations” means The Rajasthan Electricity Regulatory Commission (Forecasting, Scheduling, Deviation Settlement and Related Matters of Solar and Wind Generation Sources) 2017.

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“RMG II” means RMG Acquisition Corporation II, a Cayman Islands exempted company.

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“RMG II Representative” means Mr. Philip Kassin.

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“RMG Sponsor II” means RMG Sponsor II, LLC, which assigned its rights and novated its obligations under the ReNew Global Shareholders Agreement to MKC Investments and was liquidated on February 17, 2022.

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“RPOs” means renewable purchase obligations.

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“RSPPL” means ReNew Solar Power Private Limited.

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“RSRPL” means ReNew Surya Roshni Private Limited.

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“RSUs” means restricted share units.

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“SACEF” means GEF SACEF India, a private company limited by shares incorporated under the laws of Mauritius and having its registered office at c/o IQEQ, 33, Edith Cavell Street, 11324, Port-Louis, Mauritius.

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“SARs” means share appreciation rights.

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“SCADA” means supervisory control and data acquisition.

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“SEC” means the U.S. Securities and Exchange Commission.

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“SECI” means the Solar Energy Corporation of India Ltd.

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“Securities Act” means the U.S. Securities Act of 1933, as amended.

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“SERCs” means the State Electricity Regulatory Commissions.

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“Shareholders Agreement Investors” means each of the Founder Investors, CPP Investments, Platinum Cactus, JERA and MKC Investments (as assignee of RMG Sponsor II).

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“Shares” or “Ordinary Shares” or “ReNew Global Shares” means, collectively, the Class A Ordinary Shares, the Class B Ordinary Share, the Class C Ordinary Shares and the Class D Ordinary Share.

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“Significant Shareholders” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“Significant Shareholders Registrable Securities” has the meaning given to it in the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B.

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“SRB” means S.R. Batliboi & Co. LLP, Chartered Accountants.

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“Subsidiary” means, with respect to any person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

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“U.K.” means the United Kingdom.

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“U.K. Companies Act” means the U.K. Companies Act 2006.

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“US$” or “$” means the lawful currency of the United States of America.

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“Voting Agreement” means a voting agreement entered into by the Company, ReNew India, CPP Investments and the Founder Investors pursuant to the Business Combination Agreement.

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“Warrants” means the 18,526,773 warrants to purchase 20,226,773 Class A Ordinary Shares at a price of $11.50 per 1.0917589 Class A Ordinary Shares issued on August 31, 2021.

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“Wisemore” means Wisemore Advisory Private Limited.

Certain amounts that appear in this Report may not sum due to rounding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report 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. They appear in a number of places throughout this Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the business of the Group. 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:

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our management of our business strategy and plans;

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changes adversely affecting the renewable energy industry;

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

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general economic conditions;

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loss of security holder confidence in our financial and other public reporting from inability to accurately report our financial results or prevent fraud;

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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; and

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changes in applicable laws or regulations.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on 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 materialise, 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 Report or elsewhere might not occur.

PART I