ReNew Energy plc(RNW) - 2021 Q4 - Annual Report

General Information Cover Page 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] - The registrant is ReNew Energy Global PLC, a public limited company incorporated in the United Kingdom[3] 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 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] - Risk factors are detailed in the company's Registration Statement on Form F-4 (333-256228), which is incorporated by reference[11] Defined Terms 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] - 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] Explanatory Note 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][36] - 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] - On August 24, 2021, ReNew Global's Class A Ordinary Shares and Warrants began trading on Nasdaq under the symbols 'RNW' and 'RNWWW'[36] PART I Item 1. Identity of Directors, Senior Management and Advisers 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] - Latham & Watkins acts as the company's legal counsel[41] - 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] Item 3. Key Information 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] 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] Item 4. Information on the Company 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] - All of ReNew Global's business is conducted through its subsidiary, ReNew India[52] - 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][54][55] 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 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] Item 6. Directors, Senior Management and Employees 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][64][65][66] Item 7. Major Shareholders and Related Party Transactions 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] 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] Item 8. Financial Information 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] - Information on legal proceedings and dividend policy is incorporated by reference from the Form F-4[78][79] Item 9. The Offer and Listing 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][84] Item 10. Additional Information 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] - 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][91][92][95] - 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] Item 11. Quantitative and Qualitative Disclosures About Market Risk 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] Item 12. Description of Securities Other than Equity Securities 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] PART II & PART III Item 18. Financial Statements 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] Item 19. Exhibits 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][111] Financial Statements Report of Independent Registered Public Accounting Firm 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] - 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] - 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][127] Consolidated Financial Statements of ReNew Power Private Limited 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 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] 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) |