ReNew 1 Q4 FY 22 Earnings Review June 15, 2022 Disclaimer Forward-Looking Statements This announcement contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the services offered by ReNew Energy Global, the markets in which ReNew Energy Global operates and ReNew Energy Global's future potential financial and operational results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "antici ...

ReNew Energy Global plc (NASDAQ:RNW) Q3 2022 Earnings Conference Call February 25, 2022 8:30 AM ET Company Participants Nathan Judge - IR Sumant Sinha - Founder, Chairman, and CEO Kailash Vaswani - President, Finance and Interim CFO Conference Call Participants Kody Clark - Bank of America Justin Clare - ROTH Capital Partners Operator Thank you for standing by and welcome to the ReNew Energy’s Third Quarter Fiscal 2022 Earnings Call. All participants are in a listen-only mode. There will be a presentation f ...

ReNew 1 Q3 FY 22 Earnings Review Feb 25, 2022 Disclaimer Forward-Looking Statements This announcement contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the services offered by ReNew Energy Global, the markets in which ReNew Energy Global operates and ReNew Energy Global's future potential financial and operational results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticip ...

Financial Data and Key Metrics Changes - The company reported a 26% year-on-year increase in revenues for the first half of fiscal 2022, with adjusted EBITDA rising by 28% and cash flow to equity jumping by 84% [26][27]. - The weather-adjusted EBITDA for the first half of FY22 was $470 million, representing about 58% of the full-year forecast of $810 million [27]. Business Line Data and Key Metrics Changes - The company has 7 gigawatts of operational capacity as of the call, up from 5.6 gigawatts at the beginning of the fiscal year, with a target of 8.2 gigawatts by year-end [25][22]. - The company expects to generate over $1.1 billion in annual EBITDA from its 10.3 gigawatt portfolio, nearly double the EBITDA reported last year [14][36]. Market Data and Key Metrics Changes - The total addressable market for renewable energy generation in India is estimated to be between $200 billion and $270 billion, with significant opportunities in the bid market and M&A [15][16]. - The company anticipates around 8 to 10 gigawatts of auctions scheduled over the next quarter, with a large M&A opportunity of 30 to 50 gigawatts in the coming time [16][17]. Company Strategy and Development Direction - The company aims to achieve 18 gigawatts of operational capacity by the end of FY25 and is fully funded for this target [17][37]. - The company is focused on maintaining a threshold requirement of 16% to 20% equity IRRs for its investments, with a commitment to only invest when expected returns exceed the cost of capital [18][19]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving the FY22 adjusted EBITDA guidance of $810 million despite supply chain challenges and COVID-19 impacts [35]. - The company is actively managing receivables and expects improvements in days sales outstanding (DSO) due to various initiatives and government support [31][33]. Other Important Information - The company received recognition from Fortune magazine as one of the top 10 global companies that will change the world and was awarded the lighthouse award by the World Economic Forum for its proprietary IR technology [23]. - The company has about $1 billion in cash and cash equivalents, with net debt standing at approximately $4.4 billion [33]. Q&A Session Summary Question: Corporate PPA Uptake - Management noted that while power supply disruptions were short-term, there is strong commercial rationale for corporate customers to buy power directly from the company, with about 100 megawatts of PPAs already signed [41][45]. Question: Government Manufacturing Capacity Incentives - The government has not finalized the subsidy quantum for manufacturing capacity, but the company is moving forward with a 2-gigawatt module line regardless of the outcome [46][49]. Question: Weather Impact on Wind and Solar Performance - Wind performance was about 5% lower than expected, while solar generation was approximately 0.1% off from expectations [55]. Question: Cost Inflation Impact on IRR - For FY22, the company has locked in most capital expenditures, and while wind project costs have increased by 7% to 8%, overall equity IRR remains largely unaffected due to lower financing costs [56][62]. Question: PPA Signing Timeline - Management expects to see progress on signing PPAs soon, with most projects likely to be completed by the end of FY23, although some may spill over into FY24 [63]. Question: Receivables and Cash Flow Impact - Management indicated that elevated receivables are not expected to materially impact cash flow or capital expenditures, as the company is well-capitalized [72][73].

| --- | --- | --- | |---------------------------------------------|-------|-------| | | | | | | | | | | | | | India's | | | | Premier | | | | Renewable Energy Company | | | | For Further Inquiries Please Contact | | | | IR@renewpower.in Anunay.Shahi@renewpower.in | | | Disclaimer Forward-Looking Statements This announcement contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the services offered by ReNew Global, the markets in which R ...

General Information [Cover Page](index=1&type=section&id=Cover%20Page) This document is a Shell Company Report on Form 20-F filed by ReNew Energy Global PLC with the SEC, triggered by an event on August 23, 2021, with its Class A Ordinary shares and Warrants traded on Nasdaq under RNW and RNWWW - The filing is a Shell Company Report on Form 20-F, triggered by an event on August 23, 2021[2](index=2&type=chunk) - The registrant is ReNew Energy Global PLC, a public limited company incorporated in the United Kingdom[3](index=3&type=chunk) Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Class A Ordinary shares | RNW | The Nasdaq Stock Market LLC | | Warrants | RNWWW | The Nasdaq Stock Market LLC | [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that the report contains forward-looking statements, involving significant risks and uncertainties, which are not guarantees of future performance, and readers should not place undue reliance on them - The report includes forward-looking statements that involve significant risks and are based on assumptions and estimates[11](index=11&type=chunk) - Risk factors are detailed in the company's Registration Statement on Form F-4 (333-256228), which is incorporated by reference[11](index=11&type=chunk) [Defined Terms](index=5&type=section&id=Defined%20Terms) This section provides definitions for key terms used throughout the report, such as 'Business Combination Agreement,' various share classes, and entities involved in the transaction - Defines the 'Business Combination Agreement' as the agreement dated February 24, 2021, between RMG II, ReNew Global, Merger Sub, ReNew India, and its major shareholders[15](index=15&type=chunk) - Defines 'Transactions' as the series of events contemplated by the Business Combination Agreement, including the merger of Merger Sub into RMG II and the exchange of ReNew India shares for ReNew Global shares[30](index=30&type=chunk) [Explanatory Note](index=6&type=section&id=Explanatory%20Note) This note explains the business combination consummated on August 23, 2021, making ReNew Energy Global plc the ultimate parent of ReNew Power Private Limited and RMG Acquisition Corporation II, involving a merger, share exchange, and a PIPE subscription that raised $855 million - The Business Combination was consummated on August 23, 2021, making ReNew Global the parent company of ReNew India and RMG II[34](index=34&type=chunk)[36](index=36&type=chunk) - A PIPE subscription raised gross proceeds of **$855 million** from the sale of **85.5 million Class A Ordinary Shares** at **$10.00 per share**[35](index=35&type=chunk) - On August 24, 2021, ReNew Global's Class A Ordinary Shares and Warrants began trading on Nasdaq under the symbols **'RNW'** and **'RNWWW'**[36](index=36&type=chunk) PART I [Item 1. Identity of Directors, Senior Management and Advisers](index=7&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section identifies ReNew Global's key personnel and advisors, with directors and executive officers detailed in the Form F-4, legal counsel as Latham & Watkins, and independent auditor as S. R. Batliboi & Co. LLP - The directors and executive officers of ReNew Global are detailed in the Form F-4, in the section 'Management of ReNew Global Following the Business Combination,' which is incorporated by reference[40](index=40&type=chunk) - Latham & Watkins acts as the company's legal counsel[41](index=41&type=chunk) - S. R. Batliboi & Co. LLP served as ReNew Power Private Limited's auditor and is expected to continue as ReNew Global's independent auditor[42](index=42&type=chunk) [Item 3. Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section provides key financial and risk information, incorporating selected financial data and risk factors from the Form F-4, and showing ReNew Global's pro forma capitalization as of March 31, 2021, with total indebtedness of INR 361,920 million ($4,924 million) and total equity of INR 122,642 million ($1,667 million) - Selected historical financial information for ReNew India is incorporated by reference from the Form F-4[44](index=44&type=chunk) Pro Forma Capitalization as of March 31, 2021 | As of March 31, 2021 (pro forma) | INR million | $ million | | :--- | :--- | :--- | | Cash and cash equivalents | 66,172 | 900 | | Total Indebtedness | 361,920 | 4,924 | | Total Equity | 122,642 | 1,667 | | Total Capitalization | 484,563 | 6,590 | - Risk factors associated with the company are described in the Form F-4 and incorporated by reference[49](index=49&type=chunk) [Item 4. Information on the Company](index=8&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details the company's history, business, and structure, noting ReNew Global's incorporation in the UK in February 2021, its consolidation after the August 23, 2021 business combination, and its operations conducted through ReNew India, along with recent project acquisitions and its organizational structure - ReNew Global was incorporated in the UK on February 23, 2021, and became the consolidating entity following the Business Combination on August 23, 2021[50](index=50&type=chunk) - All of ReNew Global's business is conducted through its subsidiary, ReNew India[52](index=52&type=chunk) - Recent activities include signing a Power Purchase Agreement (PPA) for Round-The-Clock (RTC) electricity supply and acquiring a **99MW hydropower project** and **260MW of operating solar projects**[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) Significant Subsidiaries | Name | Country of Incorporation | Nature of Business | Proportion of Ordinary Shares Held by ReNew Global | | :--- | :--- | :--- | :--- | | ReNew Power Private Limited | India | Renewable energy | 92.72% | | RMG Acquisition Corporation II | Cayman Islands | Holding unit | 100.00% | [Item 5. Operating and Financial Review and Prospects](index=10&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) The discussion and analysis of the company's financial condition and results of operations are incorporated by reference from the 'Management's Discussion and Analysis of ReNew India's Financial Condition and Results of Operation' section in the Form F-4 filing - The Management's Discussion and Analysis (MD&A) is incorporated by reference from the Form F-4[62](index=62&type=chunk) [Item 6. Directors, Senior Management and Employees](index=10&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section provides information on the company's leadership, compensation, board practices, and employees, with all specific details incorporated by reference from various sections within the Form F-4 filing - Information regarding directors, senior management, compensation, board practices, and employees is incorporated by reference from the Form F-4[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=10&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the beneficial ownership of the company's shares and related party transactions, reporting 282,366,725 Class A Ordinary Shares outstanding and listing major shareholders with over 5% ownership, while related party transaction information is incorporated by reference from the Form F-4 - As of the report date, there are **282,366,725 Class A Ordinary Shares**, one Class B Ordinary Share, **118,363,766 Class C Ordinary Shares**, and one Class D Ordinary Share issued and outstanding[69](index=69&type=chunk) Five Percent Holders of Class A Ordinary Shares | Beneficial Owners | Number of Class A Ordinary Shares | Percentage of Class A Ordinary Shares(1) | | :--- | :--- | :--- | | GSW(3) | 34,133,476 | 12.1% | | CPP Investments(4) | 59,213,369 | 20.0% | | Platinum Cactus(5) | 58,170,916 | 20.6% | | JERA(6) | 28,524,255 | 10.1% | | PIPE Investors | 85,500,000 | 30.3% | - Information regarding related party transactions is incorporated by reference from the Form F-4[74](index=74&type=chunk) [Item 8. Financial Information](index=13&type=section&id=Item%208.%20Financial%20Information) This section pertains to the company's financial statements and related information, with consolidated financial statements filed under Item 18, and details on legal proceedings and dividend policy incorporated by reference from the Form F-4 - Consolidated financial statements are filed as part of this report under Item 18[78](index=78&type=chunk) - Information on legal proceedings and dividend policy is incorporated by reference from the Form F-4[78](index=78&type=chunk)[79](index=79&type=chunk) [Item 9. The Offer and Listing](index=14&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section provides details about the listing of the company's securities, specifically that Class A Ordinary Shares and Warrants are listed on The Nasdaq Stock Market LLC under the symbols 'RNW' and 'RNWWW,' respectively - Class A Ordinary Shares and Warrants are listed on Nasdaq under the symbols **'RNW'** and **'RNWWW'**, respectively[82](index=82&type=chunk)[84](index=84&type=chunk) [Item 10. Additional Information](index=15&type=section&id=Item%2010.%20Additional%20Information) This section covers additional corporate information, including share capital, articles of association, material contracts, exchange controls, and taxation, noting 282.4 million Class A shares and 18.5 million warrants outstanding, with most details incorporated by reference from the Form F-4, and no significant UK exchange controls affecting dividend remittances - As of the report date, there were **282,366,725 Class A Ordinary Shares** and **18,526,773 Warrants** outstanding[89](index=89&type=chunk) - Descriptions of the articles of association, material contracts (including the Business Combination Agreement), and tax considerations are incorporated by reference from the Form F-4[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[95](index=95&type=chunk) - There are no UK governmental laws or regulations that affect the import or export of capital or the remittance of dividends to non-resident shareholders, other than standard withholding tax requirements[94](index=94&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=17&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section addresses the company's exposure to market risk, with specific quantitative and qualitative disclosures incorporated by reference from the 'Management's Discussion and Analysis of ReNew India's Financial Condition and Results of Operation' section of the Form F-4 - Disclosures about market risk are incorporated by reference from the MD&A section of the Form F-4[102](index=102&type=chunk) [Item 12. Description of Securities Other than Equity Securities](index=17&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20than%20Equity%20Securities) This section provides details on securities other than equity, specifically warrants, with information pertaining to both public shareholders' warrants and private placement warrants incorporated by reference from the 'Description of New ReNew Global Securities' section of the Form F-4 - Information regarding the company's warrants is incorporated by reference from the Form F-4[103](index=103&type=chunk) PART II & PART III [Item 18. Financial Statements](index=17&type=section&id=Item%2018.%20Financial%20Statements) This section indicates that the company's financial statements are filed as part of this report, beginning on page F-1 - The financial statements are filed as part of this report, starting on page F-1[107](index=107&type=chunk) [Item 19. Exhibits](index=17&type=section&id=Item%2019.%20Exhibits) This section provides an index of all exhibits filed with the report, including key corporate and transactional documents such as the Articles of Association, warrant agreements, the Business Combination Agreement, and employment agreements, many of which are incorporated by reference from the Form F-4 filing - An index of exhibits is provided, listing key corporate and transactional documents[110](index=110&type=chunk)[111](index=111&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=22&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The report from S. R. Batliboi & Co. LLP provides an unqualified opinion on ReNew Power Private Limited's consolidated financial statements for the three years ended March 31, 2021, identifying goodwill valuation and deferred tax asset recoverability as critical audit matters due to significant judgment and reliance on future taxable income projections - The auditor, S. R. Batliboi & Co. LLP, issued an unqualified opinion, stating the financial statements present fairly, in all material respects, the financial position of the company[119](index=119&type=chunk) - A critical audit matter identified was the valuation of goodwill (**INR 11,596 million** as of March 31, 2021), which involves complex and subjective judgments regarding discounted cash-flow models for impairment testing[125](index=125&type=chunk) - Another critical audit matter was the recoverability of deferred tax assets and reversal of deferred tax liabilities, which is complex and dependent on the company's ability to generate future taxable profit[126](index=126&type=chunk)[127](index=127&type=chunk) [Consolidated Financial Statements of ReNew Power Private Limited](index=25&type=section&id=Consolidated%20Financial%20Statements%20of%20ReNew%20Power%20Private%20Limited) The audited consolidated financial statements for ReNew Power Private Limited cover fiscal years ended March 31, 2019, 2020, and 2021, reporting for FY2021 total revenue of INR 48,187 million, a net loss of INR 8,032 million, total assets of INR 492,054 million, total liabilities of INR 427,309 million, and total equity of INR 64,745 million Consolidated Statement of Financial Position (Balance Sheet) Highlights | INR million | As at 31 March 2021 | As at 31 March 2020 | | :--- | :--- | :--- | | **Total Assets** | **492,054** | **479,556** | | Total Non-Current Assets | 399,734 | 394,638 | | Total Current Assets | 92,320 | 84,918 | | **Total Equity and Liabilities** | **492,054** | **479,556** | | Total Equity | 64,745 | 78,848 | | Total Liabilities | 427,309 | 400,708 | Consolidated Statement of Profit or Loss Highlights | INR million | For the year ended 31 March 2021 | For the year ended 31 March 2020 | For the year ended 31 March 2019 | | :--- | :--- | :--- | :--- | | Revenue from contracts with customers | 48,187 | 48,412 | 43,144 | | Total income | 54,491 | 53,303 | 47,902 | | Total expenses | 59,574 | 53,873 | 42,927 | | **(Loss) / profit for the year** | **(8,032)** | **(2,781)** | **3,134** | Earnings Per Share | INR | For the year ended 31 March 2021 | For the year ended 31 March 2020 | For the year ended 31 March 2019 | | :--- | :--- | :--- | :--- | | Basic (loss) / profit per share | (16.16) | (5.87) | 6.97 | | Diluted (loss) / profit per share | (16.16) | (5.87) | 6.86 | Consolidated Statement of Cash Flows Highlights | INR million | For the year ended 31 March 2021 | For the year ended 31 March 2020 | For the year ended 31 March 2019 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 32,081 | 35,088 | 30,000 | | Net cash used in investing activities | (17,412) | (53,724) | (53,408) | | Net cash from/(used in) financing activities | (7,079) | 21,610 | 19,609 | | **Net increase/(decrease) in cash** | **7,590** | **2,974** | **(3,799)** | [Unaudited Pro Forma Condensed Combined Financial Information](index=146&type=section&id=Unaudited%20Pro%20Forma%20Condensed%20Combined%20Financial%20Information) This section presents unaudited pro forma financial information for ReNew Energy Global plc, reflecting the business combination with RMG II and the PIPE subscription as if they occurred on March 31, 2021 (balance sheet) and April 1, 2020 (statement of operations), with the transaction accounted for as a reverse recapitalization where ReNew India is the accounting acquirer, resulting in a pro forma total loss of INR 21,334 million for the year ended March 31, 2021 - The transaction is accounted for as a 'reverse recapitalization,' where ReNew India is deemed the accounting acquirer, and the transaction is treated as a recapitalization of ReNew India[680](index=680&type=chunk) Unaudited Pro Forma Condensed Combined Statement of Financial Position Highlights (as at March 31, 2021) | INR million | Total | | :--- | :--- | | **Total Assets** | **537,616** | | Total Non-Current Assets | 399,734 | | Total Current Assets | 137,882 | | **Total Equity and Liabilities** | **537,616** | | Total Equity | 122,642 | | Total Liabilities | 414,974 | Unaudited Pro Forma Condensed Combined Statement of Operations Highlights (for the year ended March 31, 2021) | INR million | Total | | :--- | :--- | | Total income | 54,492 | | Total expenses | 72,877 | | **(Loss) / profit for the year** | **(21,334)** |