ReNew Energy plc(US:RNW)2025-07-30 13:06Key Information Risk Factors The company's business is subject to a wide range of risks, categorized into those affecting its direct business operations, those specific to operating in India, and those related to its securities - Key business risks include challenges in project development, unfavorable environmental conditions affecting production, reliance on a limited number of electricity purchasers, and potential for counterparties to default on Power Purchase Agreements (PPAs)31 - Significant risks related to operating in India include dependency on the Indian power grid's reliability, regulatory and policy uncertainties in the renewable energy sector, and potential downgrades of India's sovereign debt rating33 - Risks related to the company's securities include potential price drops due to sales by existing security holders, dilution from future share issuances, and reduced SEC reporting requirements as a "foreign private issuer"34 - A non-binding proposal from a consortium, including major shareholders and the CEO, to acquire the company's outstanding share capital introduces transaction-related risks, such as the possibility of the deal not being completed, which could adversely affect business relationships and share price230233 Information on the Company History and Development of the Company ReNew Energy Global Plc, founded in 2011, is a leading Indian decarbonization solutions company with approximately 18.46 GW total capacity as of May 31, 2025, and recently received a non-binding acquisition offer - As of May 31, 2025, the company's clean energy portfolio reached approximately 18.46 GW of total capacity, including 11.17 GW commissioned and 7.29 GW committed, alongside 6.4 GW of solar module and 2.5 GW of solar cell manufacturing facilities265 Total Income Growth (FY2023-FY2025) | Fiscal Year Ended | Total Income (Rs. in millions) | | :--- | :--- | | March 31, 2023 | 89,309 | | March 31, 2025 | 109,070 | - On July 2, 2025, a consortium including major shareholders submitted a final non-binding offer to acquire all outstanding company shares for US$ 8.00 per share in cash, which a Special Committee of the Board is currently evaluating268269 Business Overview ReNew is a leading decarbonization solutions provider in India with a gross portfolio of 18.46 GW as of May 31, 2025, operating diversified wind, solar, and hydro projects supported by long-term PPAs and strong competitive strengths - The company's operational capacity has grown 5.4 times from FY2017 to FY2025, supported by a strong track record of both organic and inorganic growth274 - India's renewable energy market is driven by policy reforms, growing power demand, and a government target of 500 GW of clean energy by 2030, creating a significant market opportunity for ReNew277279 - The company's portfolio is diversified across resources (wind, solar, hydro), geography (eight states in India), and offtakers, with central government agencies constituting approximately 53% of offtakers by total capacity as of March 31, 2025287 - ReNew is committed to sustainability, aiming for net-zero emissions by 2040 with targets validated by the Science-Based Targets initiative (SBTi), and has achieved high ESG ratings from S&P, Refinitiv, and Sustainalytics417420 Our Projects As of March 31, 2025, the company's total portfolio stood at 17,333 MW, comprising 10,702 MW of commissioned capacity and 6,631 MW of committed capacity, diversified across various project types Project Portfolio Breakdown (as of March 31, 2025) | Project Type | Commissioned Capacity (MW) | Committed Capacity (MW) | | :--- | :--- | :--- | | Utility-scale wind energy | 3,680 | - | | Utility-scale solar energy | 3,971 | 1,850 | | Corporate wind energy | 401 | 614 | | Corporate solar energy | 1,074 | 441 | | Utility-scale firm power | 1,226 | 3,516 | | Other projects | 350 | 210 | | Total | 10,702 | 6,631 | Government Regulations The company's operations are governed by a complex framework of Indian central and state-level regulations, including the Electricity Act, 2003, and evolving national policies promoting competitive bidding and new energy technologies - The Electricity Act, 2003 is the central legislation governing the power sector, promoting renewable energy through open access and Renewable Purchase Obligations (RPOs) for distribution companies427429 - The National Tariff Policy, 2016 and various competitive bidding guidelines have shifted the industry from a feed-in tariff (FiT) model to a more competitive auction-based system for determining power tariffs437446 - The government is actively promoting new technologies through policies for wind-solar hybrid projects, battery storage, and a National Green Hydrogen Mission, which aims to produce 5 MMT of green hydrogen per annum by 2030447507562 - State-level policies in key operational states like Rajasthan, Karnataka, Gujarat, and others provide specific incentives, RPO targets, and frameworks for project development, which are critical to the company's business515518526540 Operating and Financial Review and Prospects Operating Results For the fiscal year ended March 31, 2025, total income increased by 13% to Rs. 109,070 million, with profit growing to Rs. 4,591 million, driven by higher operational capacity despite lower merchant tariffs and resource availability Consolidated Financial Performance (FY2024 vs. FY2025) | Metric (Rs. in millions) | FY ended Mar 31, 2024 | FY ended Mar 31, 2025 | Change | | :--- | :--- | :--- | :--- | | Total Income | 96,531 | 109,070 | +13.0% | | Total Expenses | 88,234 | 99,014 | +12.2% | | Profit for the year | 4,147 | 4,591 | +10.7% | Key Operating Metrics (FY2024 vs. FY2025) | Metric | Wind FY2024 | Solar FY2024 | Wind FY2025 | Solar FY2025 | | :--- | :--- | :--- | :--- | :--- | | Commissioned Capacity (GW) | 4.46 | 4.31 | 4.93 | 5.67 | | Plant Load Factor (%) | 27.6% | 24.7% | 25.6% | 23.9% | | Electricity Generated (kWh millions) | 10,243 | 8,794 | 10,749 | 10,986 | Non-IFRS Financial Measures Reconciliation (FY2023-FY2025) | Metric (Rs. in millions) | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | Profit / (Loss) for the year | (5,029) | 4,147 | 4,591 | | Add: Finance costs, Depreciation, Tax, etc. | 67,033 | 69,067 | 74,597 | | Adjusted EBITDA | 62,004 | 69,216 | 79,188 | | Less: Interest, Tax, Loan Repayments | (50,255) | (63,082) | (69,329) | | Add: Other non-cash items & Finance Income | 3,488 | 7,531 | 5,010 | | Cash Flow to Equity (CFe) | 15,237 | 13,665 | 14,869 | Liquidity and Capital Resources The company's primary liquidity sources are cash from operations, equity investments, capital markets, and borrowings, with cash and cash equivalents at Rs. 40,419 million and total borrowings of Rs. 723,018 million as of March 31, 2025 Consolidated Cash Flow Summary (FY2025) | Cash Flow Activity (Rs. in millions) | FY ended Mar 31, 2025 | | :--- | :--- | | Net cash generated from operating activities | 67,565 | | Net cash used in investing activities | (74,164) | | Net cash generated from financing activities | 19,984 | | Net (decrease) in cash and cash equivalents | (13,385) | Indebtedness Summary (as of March 31, 2025) | Category (Rs. in millions) | Amount Outstanding | | :--- | :--- | | Non-convertible debentures | 72,974 | | Compulsorily convertible debentures | 20,245 | | Term loans from banks | 163,817 | | Term loans from financial institutions | 231,407 | | Senior secured notes | 151,711 | | Optionally convertible debentures | 2,537 | | Total Long-Term Borrowings | 642,691 | - Capital expenditures for the purchase of property, plant, and equipment totaled Rs. 93,659 million for the fiscal year ended March 31, 2025, a decrease from Rs. 153,839 million in the prior year696 - As of March 31, 2025, the company had capital commitments of Rs. 56,528 million for the commissioning of wind and solar energy projects697 Directors, Senior Management and Employees Directors and Senior Management The company is led by Founder, Chairman, and CEO Sumant Sinha, with a Board of Directors comprising ten members, including six independent and four investor nominee directors, supported by an experienced senior management team Board of Directors and Executive Officers | Name | Position / Title | | :--- | :--- | | Directors | | | Mr. Sumant Sinha | Director and Chief Executive Officer | | Mr. Manoj Singh | Lead Independent Director | | Sir Sumantra Chakrabarti | Independent Director | | Ms. Vanitha Narayanan | Independent Director | | Ms. Paula Gold-Williams | Independent Director | | Mr. Philip New | Independent Director | | Ms. Nicoletta Giadrossi | Independent Director | | Mr. William Bowen Shephard Rogers | Investor Nominee Director | | Ms. Kavita Saha | Investor Nominee Director | | Mr. Yuzhi Wang | Investor Nominee Director | | Executive Officers | | | Mr. Kailash Vaswani | Chief Financial Officer | | Mr. Sanjay Varghese | Group President, Projects & Solar Manufacturing | | Mr. Balram Mehta | Group President, Services Business & Wind Projects | Compensation For the fiscal year ended March 31, 2025, aggregate compensation for executive director and officers was US$10.66 million, with CEO Sumant Sinha receiving US$6.59 million, and non-executive independent directors receiving annual cash retainers and RSU awards - Aggregate compensation paid to the executive director and executive officers for FY2025 was US$10,662,715, excluding equity grants739 - CEO Sumant Sinha's total remuneration for FY2025 was US$6,585,470, which included a fixed salary, a performance-based bonus, and a discretionary special bonus of US$3,914,402740 - Non-executive independent directors receive an annual cash retainer of US$109,200, plus additional retainers for committee roles, and were granted RSUs valued at US$172,751 each for their service in FY2025734735736 - The company utilizes an Employee 2021 Incentive Award Plan and a Non-Employee 2021 Incentive Award Plan to grant equity-based awards, with options to purchase 42,694,198 Class A Ordinary Shares outstanding for the executive team as of March 31, 2025741761783 Board Practices As a foreign private issuer, the company follows its home country (England and Wales) governance practices, exempting it from certain Nasdaq rules, and operates with a ten-member Board, including a majority of independent directors, and five standing committees - The company follows home country (England and Wales) governance practices, exempting it from certain Nasdaq rules regarding compensation committee independence, director nominations, and shareholder approval for security issuances799801 - The Board has five standing committees: Audit, Remuneration, Nomination and Board Governance, Finance and Operations, and Environment, Social and Governance (ESG)810 - A Special Committee, comprising all six independent directors, was established to evaluate strategic opportunities, including the acquisition proposal from the Consortium811821 Employees The company's workforce has grown to 4,336 full-time employees as of March 31, 2025, with the largest increase in the Module and Cell Manufacturing function, and none of the employees are represented by a labor union Employee Headcount by Function | Function | As of Mar 31, 2023 | As of Mar 31, 2024 | As of Mar 31, 2025 | | :--- | :--- | :--- | :--- | | Business support | 477 | 619 | 601 | | Business development | 134 | 120 | 135 | | Module and Cell Manufacturing | 160 | 1,373 | 1,832 | | Project execution | 537 | 640 | 608 | | O&M | 667 | 730 | 716 | | Other | 476 | 506 | 444 | | Total | 2,481 | 3,988 | 4,336 | Major Shareholders and Related Party Transactions Major Shareholders As of March 31, 2025, CPP Investments is the largest shareholder with 34.6% beneficial ownership of Class A Ordinary Shares and 100% of Class C and Class D shares, alongside other significant investors like Platinum Cactus and JERA Beneficial Ownership of Major Shareholders (as of March 31, 2025) | Beneficial Owner | Class A Shares (%) | Class B Shares (%) | Class C Shares (%) | Class D Shares (%) | | :--- | :--- | :--- | :--- | :--- | | CPP Investments | 34.6% | - | 100% | 100% | | Platinum Cactus | 23.8% | - | - | - | | JERA | 11.7% | - | - | - | | Mr. Sumant Sinha | 13.8% | 100% | - | - | Related Party Transactions The company has several key agreements with its major shareholders, including the ReNew Global Shareholders Agreement governing board composition and voting rights, and the Registration Rights, Coordination and Put Option Agreement providing put options for Founder Investors - The ReNew Global Shareholders Agreement dictates board composition, giving major investors like CPP Investments and the Founder Investors rights to appoint directors836839 - The company's share structure includes multiple classes with different voting rights: Class A shares have one vote per share, while Class B and D shares have variable voting rights linked to holdings in ReNew India, and Class C shares are non-voting862 - The Registration Rights, Coordination and Put Option Agreement provides Founder Investors with put options to require the company to purchase their shares in ReNew India, including a 'De-Minimis Put Option' for up to $12 million annually and an 'Ordinary Put Option' for larger amounts, subject to financing868877 Financial Information Consolidated Statements and Other Financial Information The company is involved in various legal and regulatory proceedings, including tariff and payment disputes with state distribution companies in Andhra Pradesh and Karnataka, and challenges related to the Supreme Court's order on undergrounding transmission lines - Disputes with AP DISCOMs involve tariff redetermination and the treatment of Generation Based Incentives (GBI), with receivables related to these matters totaling Rs. 3,110 million and Rs. 5,237 million, respectively, as of March 31, 2025896899 - In Karnataka, the company is challenging the levy of cross-subsidy surcharges on its captive power projects, with the matter pending before the Appellate Tribunal for Electricity (APTEL) following a Supreme Court ruling893894 - The company is addressing the Supreme Court's directive regarding the undergrounding of transmission lines in habitats of the Great Indian Bustard, believing any additional costs will be recoverable from customers under 'change in law' provisions in its PPAs901 Additional Information Memorandum and Articles of Association ReNew Energy Global Plc, incorporated under England and Wales law, has a share capital consisting of four classes of ordinary shares with distinct voting and dividend rights, and its governance is subject to the U.K. Companies Act - The company has four classes of ordinary shares with different rights: Class A (one vote per share), Class B (variable voting rights linked to Founder Investors' holdings in ReNew India), Class C (non-voting), and Class D (variable voting rights linked to CPP Investments' holdings in ReNew India)928929930931 - Under the U.K. Companies Act, the Board requires shareholder authorization to allot new shares, and existing shareholders generally have pre-emption rights for cash issues, though these have been disapplied by shareholder resolution until 2026/2028923924925 - The company may repurchase its own shares, subject to shareholder approval, and as of March 31, 2025, it held 38,698,288 Class A Ordinary Shares in its treasury account under its $250 million share repurchase program958961 Material Contracts The company and its subsidiaries have entered into several material debt financing agreements, including senior secured notes and non-convertible debentures, to fund projects and operations, secured primarily by project assets and subject to various covenants - The company has issued several series of senior secured notes, including the 7.95% 2026 Notes, 5.875% 2027 Notes, and 4.50% 2028 Notes, primarily to repay existing debt and fund capital expenditures for green projects100710201041 - ReNew India and its subsidiaries have extensive fund-based facilities from institutions like Power Finance Corporation Ltd. and State Bank of India, secured by project assets, to finance specific wind, solar, and transmission projects990 - The company utilizes a wide range of non-fund-based facilities (e.g., letters of credit) from banks such as IndusInd Bank, Yes Bank, and HSBC for working capital and project execution needs, typically on a revolving basis1002 Taxation This section outlines the material U.S. federal, U.K., and Indian tax considerations for holders of the company's shares and warrants, covering potential PFIC status for U.S. Holders, U.K. dividend and stamp duty rules, and Indian capital gains and withholding taxes - U.S. Tax: U.S. Holders face potential adverse tax consequences under Passive Foreign Investment Company (PFIC) rules, although the company does not believe it will be treated as a PFIC for the current taxable year, a determination made annually and subject to uncertainty10651066 - U.K. Tax: Non-U.K. Holders will not be subject to U.K. withholding tax on dividends, and while the issue of shares will not attract U.K. stamp duty or SDRT, subsequent transfers may be subject to a 0.5% charge, though transfers within a clearance service like DTC are generally exempt109010961100 - Indian Tax: Non-resident shareholders may be subject to Indian capital gains tax on the sale of ReNew Global shares if the company is deemed to derive substantial value from Indian assets, and dividends paid by the Indian subsidiary (ReNew India) to the parent company (ReNew Global) are subject to a 20% withholding tax, potentially reduced to 10% under the India-U.K. tax treaty11071109 Controls and Procedures (a) Disclosure Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, ensuring timely and accurate reporting of required information - The Group's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 20251135 (b) Management's Annual Report on Internal Control over Financial Reporting Management concluded that the company's internal control over financial reporting was effective as of March 31, 2025, based on the COSO framework (2013), a conclusion affirmed by an unqualified audit opinion from S.R. Batliboi & Co. LLP - Management assessed the effectiveness of internal control over financial reporting based on the COSO 2013 framework and concluded that it was effective as of March 31, 20251139 - The independent registered public accounting firm, S.R. Batliboi & Co. LLP, audited the company's internal control over financial reporting and issued an unqualified opinion on its effectiveness as of March 31, 202511401142 Corporate Governance and Other Disclosures Principal Accountant Fees and Services S.R. Batliboi & Co. LLP (SRB) audited the company's financial statements, with total fees paid to SRB and its member firms amounting to Rs. 153 million for FY2025, primarily for audit services, all pre-approved by the Audit Committee Accountant Fees (FY2024 vs. FY2025) | Fee Category (Rs. in millions) | FY 2024 | FY 2025 | | :--- | :--- | :--- | | Audit fees | 142 | 145 | | Audit-related fees | 22 | 8 | | Tax fees | 1 | - | | All other fees | 3 | - | | Total | 168 | 153 | Purchases of Equity Securities by the Issuer and Affiliated Purchasers The company has a $250 million share repurchase program for Class A Ordinary Shares, under which 38,698,288 shares have been repurchased for approximately $239.2 million as of March 31, 2025, with no repurchases made in FY2025 - The Board approved a $250 million share repurchase program for Class A Ordinary Shares1159 - As of March 31, 2025, the company has repurchased 38,698,288 Class A Ordinary Shares for approximately $239.2 million, with no repurchases made in the fiscal year ended March 31, 20251160 Cybersecurity The company has implemented a cybersecurity risk management program, overseen by the Board and managed by a dedicated team, employing a defense-in-depth approach and continuous monitoring, with no material threats identified as of the report date - The Board of Directors is responsible for overseeing the cybersecurity risk management program, with periodic updates from senior management1181 - The cybersecurity team, led by the Head of Cybersecurity and overseen by the Head of Digital, manages material risks from cyber threats1182 - Key cybersecurity measures include continuous monitoring with advanced security tools, leveraging threat intelligence, maintaining an incident response plan, and employing a layered defense strategy with controls like firewalls and multi-factor authentication1183 - The company has not identified any cybersecurity risks that have materially affected or are reasonably likely to materially affect its operations, strategy, or financial condition1180 Financial Statements Consolidated Statement of Financial Position As of March 31, 2025, the company's total assets increased to Rs. 959,799 million, primarily driven by a rise in Property, Plant, and Equipment, while total liabilities grew to Rs. 828,687 million due to increased borrowings Consolidated Statement of Financial Position Highlights (as of March 31) | (Rs. in millions) | 2024 | 2025 | | :--- | :--- | :--- | | Total Assets | 873,935 | 959,799 | | Property, plant and equipment | 678,600 | 747,066 | | Cash and cash equivalents | 27,021 | 40,419 | | Total Liabilities | 752,238 | 828,687 | | Interest-bearing loans and borrowings (Non-current) | 565,861 | 582,307 | | Interest-bearing loans and borrowings (Current) | 81,455 | 140,711 | | Total Equity | 121,697 | 131,112 | Consolidated Statement of Profit or Loss and Other Comprehensive Income For the fiscal year ended March 31, 2025, the company reported a profit of Rs. 4,591 million, an increase from the prior year, driven by higher total income of Rs. 109,070 million, despite increased total expenses Consolidated Profit or Loss Summary (for the year ended March 31) | (Rs. in millions) | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | Total Income | 89,309 | 96,531 | 109,070 | | Total Expenses | 91,872 | 88,234 | 99,014 | | Profit / (Loss) for the year | (5,029) | 4,147 | 4,591 | | Total comprehensive income / (loss) | (3,821) | 1,860 | 4,621 | | Basic EPS (Rs.) | (12.32) | 9.94 | 10.92 | Consolidated Statement of Cash Flows For the fiscal year ended March 31, 2025, net cash generated from operating activities was Rs. 67,565 million, while net cash used in investing activities was Rs. 74,164 million, resulting in a net decrease in cash and cash equivalents of Rs. 13,385 million Consolidated Cash Flow Summary (for the year ended March 31) | (Rs. in millions) | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 65,572 | 68,931 | 67,565 | | Net cash used in investing activities | (74,978) | (162,535) | (74,164) | | Net cash from financing activities | 19,113 | 82,417 | 19,984 | | Net change in cash | 9,707 | (11,187) | 13,385 |