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What changed in ReNew Energy Global plc's 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of ReNew Energy Global plc's 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+1075 added−905 removedSource: 20-F (2024-07-30) vs 20-F (2023-07-31)

Top changes in ReNew Energy Global plc's 2024 20-F

1075 paragraphs added · 905 removed · 723 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

193 edited+101 added−29 removed259 unchanged
Biggest changeSeparately, if a foreign company carries on any of its business activities in India through its employees or agent or any other personnel, such foreign company could be deemed to have taxable presence (Permanent Establishment or Business Connection) in India, in which case, income of the foreign company attributable to its India presence would be taxed on net basis in India at 40% (plus applicable surcharge and cess), subject to benefit, if any, under applicable double taxation avoidance agreements.
Biggest changeSeparately, if a foreign company carries on any of its business activities in India through its employees or agent or any other personnel, such foreign company could be deemed to have taxable presence (Permanent Establishment or Business Connection) in India, in which case, income of the foreign company attributable to its India presence would be taxed on a net basis in India at 40% plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 35% plus applicable surcharge and cess with effect from 1 April 2024), subject to benefit, if any, under applicable double taxation avoidance agreements. 33 Capital gain arising on transfer of unlisted shares in an Indian company is taxable in the hands of foreign company at 10 % plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 12.5% plus applicable surcharge and cess with effect from 23 July 2024) if such shares have been held for a period of more than 24 months, otherwise at 40 % plus applicable surcharge and cess (Union Budget 2024-25 has proposed to change this rate to 35% plus applicable surcharge and cess with effect from 1 April 2024), subject to benefit, if any, under applicable agreements.
Additionally, we are primarily responsible for all equipment and construction defects, potentially adding to the cost of construction of our projects. Although we generally obtain warranties from our equipment suppliers, we cannot assure that we will be successful with any warranty claims against our suppliers.
Additionally, we are primarily responsible for all equipment and construction defects, potentially adding to the cost of construction of our projects. Although we generally obtain warranties from our equipment suppliers, we cannot assure that we will be successful with any warranty claims against all our suppliers.
There is a risk that we may fail to comply with such regulations, which could result in us being exposed to sanctions and fines, and may lead us to stop operations which could have an adverse impact on our operations.
There is a risk that we may fail to comply with such regulations, which could result in us being exposed to sanctions and fines and, which may lead us to stop operations which could have an adverse impact on our operations .
If we are unable to adhere to project timelines for reasons other than as specifically contemplated in the PPAs, it could result in the reduction in tariffs, or other penalties, including paying liquidated damages for delay in commissioning of projects or granting the off-taker the right to draw on performance bank guarantees provided by us, including in certain cases up to 100% of the bank guarantee, or the termination of the PPAs.
If we are unable to adhere to project timelines for reasons other than as specifically contemplated in the PPAs, it could result in the reduction in tariffs, or other damages, including paying liquidated damages for delay in commissioning of projects or granting the off-taker the right to draw on performance bank guarantees provided by us, including in certain cases up to 100% of the bank guarantee, or the termination of the PPAs.
Further, wind, solar and hydro energy projects must be interconnected to the power grid in order to deliver electricity, which requires us to find suitable sites with adequate evacuation and transmission infrastructure, including right of way. Solar energy and transmission infrastructure projects also require sufficient contiguous land for development, which may be difficult to procure on suitable terms.
Further, wind, solar and hydro energy projects must be interconnected to the power grid in order to deliver electricity, which requires us to find suitable sites with adequate evacuation and transmission infrastructure, including right of way. Solar energy and transmission infrastructure projects also require sufficient contiguous 18 land for development, which may be difficult to procure on suitable terms.
Further, it is unlikely that termination payments will be adequate to pay all the outstanding third-party debt that we have borrowed for the project. 10 Certain of our PPAs allow our off-takers to purchase a portion of the relevant project from us under certain circumstances.
Further, it is unlikely that termination payments will be adequate to pay all the outstanding third-party debt that we have borrowed for the project. Certain of our PPAs allow our off-takers to purchase a portion of the relevant project from us under certain circumstances.
Section 13 of the Civil Code provides that a foreign judgment to which this section applies shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
Section 13 of the Civil Code provides that a foreign judgment to which this section applies shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognise the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
The Uyghur Forced Labor Prevention Act, in effect in the United States from June 21, 2022 creates a presumption that imports of any goods made either wholly or in part in Xinjiang have been produced with forced labor. That presumption is rebuttable if the U.S.
The Uyghur Forced Labor Prevention Act, in effect in the United States from June 21, 2022 creates a presumption that imports of any goods made either wholly or in part in Xinjiang have been produced with forced labour. That presumption is rebuttable if the U.S.
These reforms provide opportunities for increased private sector participation in power generation. Specifically, the open access reform enables private power generators to sell power directly to distribution companies and, ultimately, to the end consumers, enhancing the financial viability of private investment in power generation.
These reforms provide opportunities for increased private sector participation in power generation. Specifically, the open access reform enables 20 private power generators to sell power directly to distribution companies and, ultimately, to the end consumers, enhancing the financial viability of private investment in power generation.
An election or a new administration in India or in any of the states could result in uncertainty in the renewable energy market, which could harm our operations. 26 India has a mixed economy with a large public sector and an extensively regulated private sector.
An election or a new administration in India or in any of the states could result in uncertainty in the renewable energy market, which could harm our operations. India has a mixed economy with a large public sector and an extensively regulated private sector.
Our PPAs typically allow an off-taker to terminate the agreement or demand penalties from us upon the occurrence of certain events, including but not limited to, the failure to comply with prescribed minimum shareholding requirements; complete project construction or connection to the transmission grid by a certain date; supply the minimum amount of power specified; comply with prescribed operation and maintenance requirements; obtain regulatory approvals and licenses; comply with technical parameters set forth in grid codes and regulations; and comply with other material terms of the relevant PPA.
Our PPAs typically allow an off-taker to terminate the agreement or demand penalties from us upon the occurrence of certain events, including but not limited to, the failure to comply with prescribed minimum shareholding requirements; complete project construction or connection to the transmission grid by a certain date; supply the minimum amount of power specified; comply with prescribed operation and maintenance requirements; obtain regulatory approvals and licences; comply with technical parameters set forth in grid codes and regulations; and comply with other material terms of the relevant PPA.
Success in developing a project depends on many factors, including: • accurately assessing resources availability at levels deemed acceptable for project development and operations; • fluctuations in foreign exchange and inflation rates impacting equipment and supplier costs; • fluctuations in the cost and availability of raw materials and purchased components; • receiving critical components and equipment (that meet our design specifications) on schedule and on acceptable commercial terms; • securing necessary project approvals, licenses and permits in a timely manner; • securing appropriate land, with satisfactory land use permits, on reasonable terms; • availability of adequate grid infrastructure and obtaining rights to interconnect the project to the grid or to transmit energy; • obtaining financing on competitive terms; • completing construction on schedule without any unforeseeable delays; and • entering into PPAs or other offtake arrangements on acceptable terms.
Success in developing a project depends on many factors, including: • accurately assessing resources availability at levels deemed acceptable for project development and operations; • fluctuations in foreign exchange and inflation rates impacting equipment and supplier costs; • fluctuations in the cost and availability of raw materials and purchased components; • receiving critical components and equipment (that meet our design specifications) on schedule and on acceptable commercial terms; • securing necessary project approvals, licences and permits in a timely manner; • securing appropriate land, with satisfactory land use permits, on reasonable terms; • availability of adequate grid infrastructure and obtaining rights to interconnect the project to the grid or to transmit energy; • obtaining financing on competitive terms; 9 • completing construction on schedule without any unforeseeable delays; and • entering into PPAs or other offtake arrangements on acceptable terms.
There is no assurance that any of the aforementioned provisions in Indian tax law and amendments thereto in the future would not adversely affect our business, prospects, financial condition, results of operations and cash flows. 31 Risks Relating to the Company’s Securities Sales of a substantial number of our securities in the public market by certain of our existing security holders could cause the price of our Class A Ordinary Shares and Warrants to fall .
There is no assurance that any of the aforementioned provisions in Indian tax law and amendments thereto in the future would not adversely affect our business, prospects, financial condition, results of operations and cash flows. 34 Risks Relating to the Company’s Securities Sales of a substantial number of our securities in the public market by certain of our existing security holders could cause the price of our Class A Ordinary Shares and Warrants to fall.
Wind energy is highly dependent on weather conditions and in particular on wind conditions, which can be highly variable, particularly during the monsoon season in India which lasts from May to September.
Wind energy is highly dependent on weather conditions and in particular on wind conditions, which can be highly variable, particularly during the monsoon season in India which generally lasts from May to September.
Customs and Border Protection (“CBP”) determines, based on “clear and convincing evidence,” that the goods in question were not produced “wholly or in part by forced labor,” and submits a report to the U.S. Congress setting out its findings. Other jurisdictions have also been enacting similar legislation or are in the process of doing so.
Customs and Border Protection (“CBP”) determines, based on “clear and convincing evidence,” that the goods in question were not produced “wholly or in part by forced labour,” and submits a report to the U.S. Congress setting out its findings. Other jurisdictions have also been enacting similar legislation or are in the process of doing so.
Severe floods, lightning strikes, earthquakes, extreme wind conditions, severe storms, wildfires, adverse monsoons and other unfavorable weather conditions (including those from climate change) or natural disasters could damage our property and assets or require us to shut down plants or related equipment and facilities, impeding our ability to maintain and operate our projects and decreasing electricity production levels and revenues from operations.
Severe floods, lightning strikes, earthquakes, extreme wind conditions, severe storms, wildfires, adverse monsoons and other unfavourable weather conditions (including those from climate change) or natural disasters could damage our property and assets or require us to shut down plants or related equipment and facilities, impeding our ability to maintain and operate our projects and decreasing electricity production levels and revenues from operations.
There can be no assurance that the GoI will not implement new regulations and policies which will require us to obtain additional approvals and licenses from the government and other regulatory bodies or impose onerous requirements and conditions on our operations, which could result in increased compliance costs as well as divert significant management time and other resources.
There can be no assurance that the GoI will not implement new regulations and policies which will require us to obtain additional approvals and licences from the government and other regulatory bodies or impose onerous requirements and conditions on our operations, which could result in increased compliance costs as well as divert significant management time and other resources.
Accordingly, a judgment of a court in a country which is not a reciprocating territory may be enforced in India only by a new proceeding instituted in a court in India and not by proceedings in execution.
Accordingly, a judgment of a court in a country which is not a reciprocating territory may be enforced in India only by a new proceeding instituted in a 32 court in India and not by proceedings in execution.
If any of these utilities or power purchasers become unable or unwilling to fulfill their contractual obligations under the relevant PPA or refuses to accept power delivered under the PPAs or otherwise terminates such agreements prior to the expiration thereof, our assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected.
If any of these utilities or power purchasers become unable or unwilling to fulfil their contractual obligations under the relevant PPA or refuses to accept power delivered under the PPAs or otherwise terminates such agreements prior to the expiration thereof, our assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected.
Dividends are authorized and determined by our Board of Directors in its sole discretion and depend upon a number of factors, including: • Cash available for distribution; • Our results of operations and anticipated future results of operations; • Our financial condition, especially in relation to the anticipated future capital needs of our properties; • The level of distributions paid by comparable companies; • Our operating expenses; • Other factors our Board of Directors deems relevant.
Dividends are authorised and determined by our Board of Directors in its sole discretion and depend upon a number of factors, including: • Cash available for distribution; • Our results of operations and anticipated future results of operations; • Our financial condition, especially in relation to the anticipated future capital needs of our properties; • The level of distributions paid by comparable companies; • Our operating expenses; and • Other factors our Board of Directors deems relevant.
We might not be able to continue financing or refinancing our projects with an effective combination of equity and debt as we have done in the past and the interest rates and the other terms of available financing might not remain attractive. We may also from time to time divest certain assets to monetize their value for our wider business.
We might not be able to continue financing or refinancing our projects with an effective combination of equity and debt as we have done in the past and the interest rates and the other terms of available financing might not remain attractive. We may also from time to time divest certain assets to monetise their value for our wider business.
Our ability to obtain external financing on favorable terms is subject to a number of uncertainties, including our financial condition, results of operations and cash flows; interest rates; our ability to comply with financial covenants in other financing arrangements; our credit rating and those of our project subsidiaries; the general conditions of the global equity and debt capital markets and the liquidity in the market.
Our ability to obtain external financing on favourable terms is subject to a number of uncertainties, including our financial condition, results of operations and cash flows; interest rates; our ability to comply with financial covenants in other financing arrangements; our credit rating and those of our project subsidiaries; the general conditions of the global equity and debt capital markets and the liquidity in the market.
As such, projects may not be fully monetized for 25 years from commencement of commercial operations given the typical length of the PPAs, but we bear the costs of our initial investment upfront. Furthermore, we have historically relied on our own equity contribution and debt to pay for costs and expenses incurred during project development.
As such, projects may not be fully monetised for 25 years from commencement of commercial operations given the typical length of the PPAs, but we bear the costs of our initial investment upfront. Furthermore, we have historically relied on our own equity contribution and debt to pay for costs and expenses incurred during project development.
There is no assurance that we will be able to reduce our foreign currency risk exposure, through the hedging transactions we have already entered into or will enter into, in an effective manner, at reasonable costs, or at all. 24 Natural and catastrophic events and terrorist attacks may reduce energy production below our expectations.
There is no assurance that we will be able to reduce our foreign currency risk exposure, through the hedging transactions we have already entered into or will enter into, in an effective manner, at reasonable costs, or at all. 25 Natural and catastrophic events and terrorist attacks may reduce energy production below our expectations.
Further, we depend on various external vendors for certain elements of our operations and are exposed to the risk that external vendors or service providers may be unable to fulfill their contractual obligations to us (or will be subject to the same risk of operational errors by their respective employees) and the risk that their (or their vendors) business continuity and data security systems prove to be inadequate.
Further, we depend on various external vendors for certain elements of our operations and are exposed to the risk that external vendors or service providers may be unable to fulfil their contractual obligations to us (or will be subject to the same risk of operational errors by their respective employees) and the risk that their (or their vendors) business continuity and data security systems prove to be inadequate.
We are required to comply with various labor and industrial laws in India, which include the Factories Act, 1948, the Industrial Disputes Act, 1947, the Employees State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Workmen Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Contract Labor (Regulation and Abolition) Act, 1970 and the Payment of Wages Act, 1936 in India.
We are required to comply with various labour and industrial laws in India, which include the Factories Act, 1948, the Industrial Disputes Act, 1947, the Employees State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Workmen Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Contract Labour (Regulation and Abolition)Act, 1970 and the Payment of Wages Act, 1936 in India.
Reduced liquidity, increased hedging costs or an increase in interest rates in the economy following a decline in foreign exchange reserves could have a material adverse effect on our financial performance and ability to obtain financing to fund our growth on favorable terms or at all. Changes in the taxation system in India could adversely affect our business.
Reduced liquidity, increased hedging costs or an increase in interest rates in the economy following a decline in foreign exchange reserves could have a material adverse effect on our financial performance and ability to obtain financing to fund our growth on favourable terms or at all. Changes in the taxation system in India could adversely affect our business.
In the event of negative media coverage or analysts who cover our Company downgrade their opinions about our Class A Ordinary Shares and Warrants, publish inaccurate or unfavorable research about us or our industry, or cease publishing about us or our industry regularly, demand for our Class A Ordinary Shares and Warrants could decrease, which might cause the market price of our Class A Ordinary Shares and Warrants, and trading volume to decline significantly.
In the event of negative media coverage or analysts who cover our Company downgrade their opinions about our Class A Ordinary Shares and Warrants, publish inaccurate or unfavourable research about us or our industry, or cease publishing about us or our industry regularly, demand for our Class A Ordinary Shares and Warrants could decrease, which might cause the market price of our Class A Ordinary Shares and Warrants, and trading volume to decline significantly.
Our ability to realize our business and growth plans is dependent on our ability to develop and secure rights to sites suitable for the development of projects. Suitable sites are determined on the basis of cost, wind, solar and hydro resource levels, topography, grid connection infrastructure and other relevant factors, which may not be available in all areas.
Our ability to realise our business and growth plans is dependent on our ability to develop and secure rights to sites suitable for the development of projects. Suitable sites are determined on the basis of cost, wind, solar and hydro resource levels, topography, grid connection infrastructure and other relevant factors, which may not be available in all areas.
In the event that the relevant lessor do not wish to renew the lease or sub-lease agreements, we may be forced to remove our equipment at the end of the lease and/or sub-leases and we may not be able to find an alternative location in the short term or at all and our business, results of operations, cash flows and financial condition could be adversely affected.
In the event that the relevant lessor does not wish to renew the lease or sub-lease agreements, we may be forced to remove our equipment at the end of the lease and/or sub-leases and we may not be able to find an alternative location in the short term or at all and our business, results of operations, cash flows and financial condition could be adversely affected.
In each case, we may not be entitled to sufficient, or any, recourse against the vendors or contractual counterparties to an acquisition agreement. The discovery of any material liabilities after an acquisition, as well as the failure of a new acquisition to perform according to expectations, could adversely affect our business, financial condition, and results of operations.
In each case, we may not be entitled to sufficient, or any, recourse against the vendors or contractual counterparties to an acquisition agreement. The discovery of any material liabilities after an acquisition, as well as the failure of a new acquisition to perform according to expectations, could adversely affect our business, financial condition, cash flows and results of operations.
While we believe that all such transactions have been conducted on an arm’s length basis, there can be no assurance that we could not have achieved more favorable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future.
While we believe that all such transactions have been conducted on an arm’s length basis, there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future.
Any failure to recover from these distribution companies could have an adverse impact on our financial condition and results of operations. Further, to the extent any of our off-takers are, or are controlled by, governmental entities, bringing actions against them to enforce their contractual obligations is often difficult.
Any failure to recover from these distribution companies could have an adverse impact on our financial condition, results of operations and cash flows. Further, to the extent any of our off-takers are, or are controlled by, governmental entities, bringing actions against them to enforce their contractual obligations is often difficult.
Completing construction of the under-construction projects into operational projects as anticipated, or at all, involve numerous risks and uncertainties. From time to time, we have been constrained to either partially abandon projects on which we had started development work, or re-categorize projects to a less advanced stage than previously assigned to them.
Completing construction of the under-construction projects into operational projects as anticipated, or at all, involve numerous risks and uncertainties. From time to time, we have been constrained to either partially abandon projects on which we had started development work, or re-categorise projects to a less advanced stage than previously assigned to them.
Specifically, for wind turbines, we utilize the proprietary technology of some of our vendors and any failure by that vendor in supplying the technology or providing periodic maintenance or upgrade in a timely basis could adversely impact our operations. Further, our sources for some significant spare parts and other equipment are located outside of India.
Specifically, for wind turbines, we utilise the proprietary technology of some of our vendors and any failure by that vendor in supplying the technology or providing periodic maintenance or upgrade in a timely basis could adversely impact our operations. Further, our sources for some significant spare parts and other equipment are located outside of India.
Demand for renewable energy may also be adversely impacted by public perceptions of the direct and indirect benefits of adopting renewable energy technology as compared against using conventional forms of electricity generation. As a result, demand for electricity from renewable energy sources may reduce rendering our projects uncompetitive which may affect our business, financial condition and prospects.
Demand for renewable energy may also be adversely impacted by public perceptions of the direct and indirect benefits of adopting renewable energy technology as compared against using conventional forms of electricity generation. As a result, demand for electricity from renewable energy sources may reduce rendering our projects uncompetitive which may affect our business, financial condition, cash flows and prospects.
There is no assurance that the GoI and state governments will continue to provide incentives and allow favorable policies to be applicable to us, and these incentives may be available for limited period. For instance, the Ministry of Power has currently waived inter-state transmission charges until June 30, 2025 subject to certain conditions.
There is no assurance that the GoI and state governments will continue to provide incentives and allow favourable policies to be applicable to us, and these incentives may be available for limited period. For instance, the Ministry of Power has currently waived inter-state transmission charges until June 30, 2025 subject to certain conditions.
Our operations, profitability and cash flows could be adversely affected by any unfavorable changes in central and state-level statutory or regulatory requirements in connection with direct and indirect taxes and duties, including income tax, goods and service tax, (“GST”) in India, or by any unfavorable interpretation taken by the relevant taxation authorities and/or courts and tribunals in India.
Our operations, profitability and cash flows could be adversely affected by any unfavourable changes in central and state-level statutory or regulatory requirements in connection with direct and indirect taxes and duties, including income tax, goods and service tax, (“GST”) in India, or by any unfavourable interpretation taken by the relevant taxation authorities and/or courts and tribunals in India.
In addition, external events, such as an economic downturn or failure to obtain regulatory approvals, could also impair the ability of some our off-takers to fulfill their obligations under the PPAs. There may also be delays associated with collection of receivables from off-takers because of their financial condition.
In addition, external events, such as an economic downturn or failure to obtain regulatory approvals, could also impair the ability of some our off-takers to fulfil their obligations under the PPAs. There may also be delays associated with collection of receivables from off-takers because of their financial condition.
Any violations of these laws (including other U.S. laws and regulations as well as non-U.S. and local laws), regulations and procedures by our personnel, vendors and agents could expose us to administrative, civil or criminal penalties, fines or restrictions on activities and adversely affect our business, financial condition and results of operations.
Any violations of these laws (including other U.S. laws and regulations as well as non-U.S. and local laws), regulations and procedures by our personnel, vendors and agents could expose us to administrative, civil or criminal penalties, fines or restrictions on activities and adversely affect our business, financial condition, cash flows and results of operations.
Where the above beneficial rates are not available, interest income will be taxed in the hands of non-resident investors at rates varying from 20-40 % (plus applicable surcharge and cess), depending on the nature of debt. Non-resident investors may claim benefit of the applicable tax treaty, if any, in respect of such interest income.
Where the above beneficial rates are not available, interest income will be taxed in the hands of non-resident investors at rates varying from 20-35% (plus applicable surcharge and cess), depending on the nature of debt. Non-resident investors may claim benefit of the applicable tax treaty, if any, in respect of such interest income.
Our operations have inherent safety risks and hazards that require continuous oversight. Our results depend on our ability to identify and mitigate the risks and hazards inherent to operating in the power generation and transmission industry. We seek to minimize these operational risks by carefully installing and maintaining our equipment and conducting our operations in a safe and reliable manner.
Our operations have inherent safety risks and hazards that require continuous oversight. Our results depend on our ability to identify and mitigate the risks and hazards inherent to operating in the power generation and transmission industry. We seek to minimise these operational risks by carefully installing and maintaining our equipment and conducting our operations in a safe and reliable manner.
Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favor of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not be aware of, can affect the title to a property.
Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favour of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not be aware of, can affect the title to a property.
India’s sovereign rating is Baa3 with a “stable” outlook (Moody’s), BBB- with a “stable” outlook (S&P) and BBB- with a “negative” outlook (Fitch). Any adverse revisions to India’s credit ratings by international rating agencies may adversely affect our ratings, terms on which it is able to finance capital expenditure or refinance any existing indebtedness.
India’s sovereign rating is Baa3 with a “Stable” outlook (Moody’s), BBB- with a “positive” outlook (S&P) and BBB- with a “stable” outlook (Fitch). Any adverse revisions to India’s credit ratings by international rating agencies may adversely affect our ratings, terms on which it is able to finance capital expenditure or refinance any existing indebtedness.
If we fail to obtain or renew such licenses, approvals, registrations and permits in a timely manner, we may not be able to commence or continue operating our projects in accordance with our contracted schedules or at all, which could adversely affect our business and results of operations.
If we fail to obtain or renew such licences, approvals, registrations and permits in a timely manner, we may not be able to commence or continue operating our projects in accordance with our contracted schedules or at all, which could adversely affect our business and results of operations.
Any continued or future inflation because of increases in prices of commodities such as crude oil or otherwise, may result in a tightening of monetary policy and could materially and adversely affect our business, financial condition and results of operations. Any increase in interest rates or reduction in liquidity could adversely impact our business.
Any continued or future inflation because of increases in prices of commodities such as crude oil or otherwise, may result in a tightening of monetary policy and could materially and adversely affect our business, financial condition, cash flows and results of operations. Any increase in interest rates or reduction in liquidity could adversely impact our business.
Such potential events include shortages and late delivery of building materials and facility equipment, installation, commissioning and qualification of equipment, labor disputes, delays or failure in securing the necessary governmental approvals, building sites or land use rights, and other changes to plans necessitated by changes in market conditions.
Such potential events include shortages and late delivery of building materials and facility equipment, installation, commissioning and qualification of equipment, labour disputes, delays or failure in securing the necessary governmental approvals, building sites or land use rights, and other changes to plans necessitated by changes in market conditions.
Revenues from some of our new business such as carbon credit are denominated in foreign currency. While we have hedged our external commercial borrowings and our capital expenditure costs denominated in foreign currency against currency fluctuations, changes in exchange rates may still adversely affect our results of operations and financial condition.
Revenues from some of our new business such as carbon credit are denominated in foreign currency. While we have hedged our external commercial borrowings and our costs denominated in foreign currency against currency fluctuations, changes in exchange rates may still adversely affect our results of operations and financial condition.
Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data.
Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorised access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorised release of confidential or otherwise protected information, and corruption of data.
The regulatory and policy environment in which we operate is evolving and subject to periodic change, and our business, results of operations, cash flows and prospects and financial performance could be adversely affected by any unfavorable changes in or interpretations of existing laws, or implementation of new laws.
The regulatory and policy environment in which we operate is evolving and subject to periodic change, and our business, results of operations, cash flows and prospects and financial performance could be adversely affected by any unfavourable changes in or interpretations of existing laws, or implementation of new laws.
This could adversely affect our business, financial condition, results of operations and prospects. A judgment of a foreign court may not be able to be enforced against us, certain of our directors or our key management, except by way of a suit in India on such judgment.
This could adversely affect our business, financial condition, results of operations, cash flows and prospects. A judgment of a foreign court may not be able to be enforced against us, certain of our directors or our key management, except by way of a suit in India on such judgment.
There are generally many months or even years between our initial bid in renewable energy auctions to build solar, wind and hydro energy projects and the date on which we begin to recognize revenue from the sale of electricity generated by such projects.
There are generally many months or even years between our initial bid in renewable energy auctions to build solar, wind and hydro energy projects and the date on which we begin to recognise revenue from the sale of electricity generated by such projects.
We typically recognize revenue from energy projects only when they are operational and we commence supply of power to off-takers. There may be long delays from the initial bid to projects becoming shovel-ready, due to the timing of auctions, permits and the grid connectivity process.
We typically recognise revenue from energy projects only when they are operational and we commence supply of power to off-takers. There may be long delays from the initial bid to projects becoming shovel- ready, due to the timing of auctions, permits and the grid connectivity process.
In addition, India, the United States or other countries from where we import equipment may enter into armed conflict or war with other countries or extend pre-existing hostilities. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries.
In addition, India, the United States or other countries from where we import equipment may enter into armed conflict or war with other countries or extend pre-existing hostilities. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighbouring countries.
As a renewable energy utility company, we face security threats, including cybersecurity threats to gain unauthorized access to sensitive information, to misappropriate financial assets or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as evacuation grids and interconnection facilities.
As a renewable energy utility company, we face security threats, including cybersecurity threats to gain unauthorised access to sensitive information, to misappropriate financial assets or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as evacuation grids and interconnection facilities.
While we incur significant accounting and auditing expenses and spend significant management time complying with the requirements to evaluate and test our internal controls. we may not be safeguarded against all fraud or misconduct by employees or outsiders, unauthorized transactions by employees and operational errors.
While we incur significant accounting and auditing expenses and spend significant management time complying with the requirements to evaluate and test our internal controls, we may not be safeguarded against all fraud or misconduct by employees or outsiders, unauthorised transactions by employees and operational errors.
In case of any negative media coverage or if securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about the Company, the market price of our Class A Ordinary Shares and Warrants, and trading volume could decline significantly.
In case of any negative media coverage or if securities or industry analysts do not publish research, publish inaccurate or unfavourable research or cease publishing research about the Company, the market price of our Class A Ordinary Shares and Warrants, and trading volume could decline significantly.
There is no certainty that any refinancing or restructuring of debt would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all.
There is no certainty that any refinancing or restructuring of debt would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realised from those sales, or that additional financing could be obtained on acceptable terms, if at all.
The new codes, when implemented, will introduce several new changes, such as introducing a single registration and license for Indian companies, increasing threshold for applicability of certain laws for factories, increase in threshold for engaging contract workers, and government approval for retrenchment (termination) of workers.
The new codes, when implemented, will introduce several new changes, such as introducing a single registration and licence for Indian companies, increasing threshold for applicability of certain laws for factories, increase in threshold for engaging contract workers, and government approval for retrenchment (termination) of workers.
Integrating new executives into our management team and training new employees with no prior experience in the renewable energy industry could prove disruptive to our operations, require a disproportionate amount of resources and management attention which may ultimately prove unsuccessful.
Integrating new executives into our management team and training new employees with no prior experience in the renewable energy industry could prove disruptive to our operations, require a disproportionate number of resources and management attention which may ultimately prove unsuccessful.
Separately, if we are unable to operate as profitably as investors expect, the market price of our Class A Ordinary Shares and Warrants will likely decline when it becomes apparent that the market expectations may not be realized.
Separately, if we are unable to operate as profitably as investors expect, the market price of our Class A Ordinary Shares and Warrants will likely decline when it becomes apparent that the market expectations may not be realised.
Further, any social unrest or local law and order issues arising from our operational activities may lead to business disruption and reputational loss. Any of these events could adversely affect our business, financial condition, results of operations and prospects.
Further, any social unrest or local law and order issues arising from our operational activities may lead to business disruption and reputational loss. Any of these events could adversely affect our business, financial condition, cash flows, results of operations and prospects.
Risks Relating to India The government may exercise rights of compulsory acquisition in respect of any land owned by us and compensation for such acquisition paid by the government to us may be inadequate. We are subject to the risk that governmental agencies in India may exercise rights of compulsory purchase of lands.
The government may exercise rights of compulsory acquisition in respect of any land owned by us and compensation for such acquisition paid by the government to us may be inadequate. We are subject to the risk that governmental agencies in India may exercise rights of compulsory purchase of lands.
Subject to the ReNew Global Articles, a Class C Ordinary Share may be automatically re-designated as one Class A Ordinary Share when transferred; however, a transferee may continue to hold Class C Ordinary Shares if the conditions of re-designation under the ReNew Global Articles are not met.
Subject to the ReNew Global Articles, a Class C Ordinary Share may be automatically re-designated as one Class A Ordinary Share when transferred under certain circumstances however, a transferee may continue to hold Class C Ordinary Shares if the conditions of re-designation under the ReNew Global Articles are not met.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or our directors, officers or other employees, which may discourage such lawsuits.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favourable for disputes with the Company or our directors, officers or other employees, which may discourage such lawsuits.
These include laws and regulations that can directly or indirectly affect our ability to set up and operate projects in such areas within renewable energy generation as well as analyze the costs associated with, among others, setting up new projects (including entering into arrangements with third parties with respect to EPC and/or operation and maintenance for such projects), insurance, support and monitoring such projects.
These include laws and regulations that can directly or indirectly affect our ability to set up and operate projects in such areas within renewable energy generation as well as analyse 19 the costs associated with, among others, setting up new projects (including entering into arrangements with third parties with respect to EPC and/or operation and maintenance for such projects), insurance, support and monitoring such projects.
If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit.
If the recoverable amount of the cash generating unit is less than it carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit.
Further, in certain cases, the interconnection approval to the grid is granted on a temporary basis. If interconnection approvals are not regularized, it may result in lack of evacuation facilities being available for projects.
Further, in certain cases, the interconnection approval to the grid is granted on a temporary basis. If interconnection approvals are not regularised, it may result in lack of evacuation facilities being available for projects.
Furthermore, global events such as supply chain constraints, rising retail and wholesale inflation, volatility in global oil prices and other commodity prices and events such as the COVID-19 pandemic and the war in Ukraine have impacted the macro-economic conditions.
Furthermore, global events such as supply chain constraints, rising retail and wholesale inflation, volatility in global oil prices and other commodity prices and events such as the COVID-19 pandemic, the war in Ukraine and Israel and Palestine have impacted the macro-economic conditions.
While we plan to select hydropower plants for acquisition and/or bidding on the basis of their projected outputs, the actual water flow required to produce those outputs may not exist or be sustained.
While we plan to select hydropower plants for bidding on the basis of their projected outputs, the actual water flow required to produce those outputs may not exist or be sustained.
Some of the land area we utilize or intend to utilize for our projects is leased and we may be subject to conditions under the lease agreements through which we acquire rights to use such land.
Some of the land area we utilise or intend to utilise for our projects is leased and we may be subject to conditions under the lease agreements through which we acquire rights to use such land.
However, it is possible for these preemption rights to be disapplied by the ReNew Global Articles or a special resolution of our shareholders (being a resolution passed by at least 75% of the votes cast). Such a disapplication of preemption rights cannot apply for longer than the duration of the authority to allot shares to which it relates.
However, it is possible for these pre-emption rights to be disapplied by the ReNew Global Articles or a special resolution of our shareholders (being a resolution passed by at least 75% of the votes cast). Such a disapplication of pre-emption rights cannot apply for longer than the duration of the authority to allot shares to which it relates.
The occurrence of large-scale business disruptions potentially gives rise to liquidity issues for certain entities and there may also be consequential impacts on the credit quality of some suppliers.
The occurrence of large -scale business disruptions potentially give rise to liquidity issues for certain entities and there may also be consequential impacts on the credit quality of some suppliers.
Further, we have one customer that is a state distribution company which accounted for over 10% of our total income in the year ended March 31, 2023.
Further, we have one customer that is a state distribution company which accounted for over 10% of our total income in the year ended March 31, 2024.
Further, pursuant to its priority sector lending scheme classification, the Reserve Bank of India increased the cap of bank loans to Rs. 300 million for borrowers being generators of solar, biomass, wind, micro- hydro power and for renewable energy based public utilities in order to increase liquidity in the renewable energy sector.
Further, pursuant to its priority sector lending scheme classification, the Reserve Bank of India increased the cap of bank loans to Rs. 300 million for borrowers that are generators of solar, biomass, wind, micro- hydro power and for renewable energy based public utilities in order to increase liquidity in the renewable energy sector.
There is no assurance that our costs of complying with current and future labor laws and other regulations will not adversely affect our business, results of operations or financial condition.
There is no assurance that our costs of complying with current and future labour laws and other regulations will not adversely affect our business, results of operations or financial condition.
We may issue additional securities of equal or senior rank in the future in connection with, among other things, our equity incentive plan or a Founder Investor Put Financing Issuance under the terms of the Registration Rights, Coordination and Put Option Agreement (for details, see the section titled “ Related Party Transactions — Registration Rights, Coordination and Put Option Agreement ” under Item 7.B) without further shareholder approval, in a number of circumstances.
We may issue additional securities of equal or senior rank in the future in connection with, among other things, our equity incentive plan or a Founder Investor Put Financing Issuance under the terms of the Registration Rights, Coordination and Put Option Agreement (for details, see the section titled “Related Party Transactions — Registration Rights, Coordination and Put Option Agreement” under Item 7.B) without further shareholder approval, in a number of circumstances.
Any change in the present government, a reduction in the targets set by the GoI for renewable energy or a failure to meet the GoI’s targeted installed capacity may result in a slowdown in our growth opportunities and adversely affect our ability to achieve our long-term business objectives, targets and goals.
Any significant change in the government policy, a reduction in the targets set by the GoI for renewable energy or a failure to meet the GoI’s targeted installed capacity may result in a slowdown in our growth opportunities and adversely affect our ability to achieve our long-term business objectives, targets and goals.
In addition, our suppliers could cease operations and no longer honor their warranties, which would leave us to cover the expense and losses associated with the defective products.
In addition, our suppliers could cease operations and no longer honour their warranties, which would leave us to cover the expense and losses associated with the defective products.
Further, measures addressing the use of forced labor in the global solar supply chain by the United States and other countries are disrupting global solar supply chains and may impact our operations.
Further, measures addressing the use of forced labour in the global solar supply chain by the United States and other countries are disrupting global solar supply chains and may impact our operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeName Country of incorporation and place of business address Nature of business Proportion of ordinary shares held by ReNew Global ReNew Power Private Limited India Renewable Energy 93.48% ReNew Solar Power Private Limited India Renewable Energy 93.48% Renew Services Private Limited India Renewable Energy 93.48% ReNew Jal Urja Private Limited India Renewable Energy 93.48% ReNew Surya Ravi Private Limited India Renewable Energy 93.48% ReNew Solar Energy (Jharkhand Three) Private Limited India Renewable Energy 47.67% ReNew Wind Energy (AP2) Private Limited India Renewable Energy 93.48% Renew Solar Urja Private Limited India Renewable Energy 93.48% ReNew Solar Energy (Jharkhand One) Private Limited India Renewable Energy 93.48% Renew Sun Bright Private Limited India Renewable Energy 93.48% ReNew Akshay Urja Limited India Renewable Energy 93.48% Renew Sun Waves Private Limited India Renewable Energy 93.48% Ostro Anantapur Private Limited India Renewable Energy 93.48% ReNew Vayu Urja Private Limited India Renewable Energy 93.48% ReNew Wind Energy (TN 2) Private Limited India Renewable Energy 93.48% Ostro Energy Private Limited India Renewable Energy 93.48% ReNew Wind Energy (Varekarwadi) Private Limited India Renewable Energy 93.48% Pugalur Renewable Private Limited India Renewable Energy 93.48% Ostro Dakshin Power Private Limited India Renewable Energy 93.48% ReNew Wind Energy (Rajasthan) Private Limited India Renewable Energy 93.48% Ostro Kutch Wind Private Limited India Renewable Energy 93.48% Koppal- Narendra Transmission Limited India Renewable Energy 47.67% ReNew Saur Shakti Private Limited India Renewable Energy 93.48% ReNew Wind Energy (Rajasthan 3) Private Limited India Renewable Energy 93.48% Regent Climate Connect Knowledge Solutions Private Limited India Digital Solutions 93.48% ReNew Power Services Private Limited India Renewable Energy 93.48% Ostro Urja Wind Private Limited India Renewable Energy 93.48% ReNew Solar Energy (Karnataka Two) Private Limited India Renewable Energy 93.48% Zemira Renewable Energy Limited India Renewable Energy 93.48% 76 D.
Biggest changeName Country of incorporation and place of business address Nature of business Proportion of ordinary shares held by ReNew Global ReNew Private Limited (Formerly known as ReNew Power Private Limited) India Renewable Energy 94.01% ReNew Wind Energy (Sipla) Private Limited India Renewable Energy 94.01% ReNew Green Energy Solutions Private Limited India Renewable Energy 94.01% Ostro Kannada Power Private Limited India Renewable Energy 94.01% ReNew Energy Markets Private Limited (Formerly known as ReNew Vayu Power Private Limited) India Renewable Energy 94.01% ReNew Solar Power Private Limited India Renewable Energy 94.01% ReNew Akshay Urja Limited India Renewable Energy 94.01% ReNew (Jharkhand One) Private Limited India Renewable Energy 94.01% RenServ Global Private Limited (Formerly known as ReNew Services Private Limited) India Renewable Energy 94.01% Renew Surya Roshni Private limited India Renewable Energy 94.01% ReNew Surya Ravi Private Limited India Renewable Energy 94.01% ReNew Jal Urja Private Limited India Renewable Energy 94.01% India Clean Energy Holdings Mauritius Investor Company 100.00% Diamond II Limited Mauritius Investor Company 100.00% 80 D.
See the section titled “ Liquidity and Capital Resources — Cash Flows Analysis — Capital Expenditure ” under Item 5.B for a description of our capital expenditure and section titled “ Liquidity and Capital Resources — Cash Flows Analysis — Indebtedness” under Item 5.B for a description of our indebtedness.
See the section titled “ Liquidity and Capital Resources — Cash Flows Analysis — Capital Expenditure ” under Item 5.B for a description of our capital expenditure and section titled “ Liquidity and Capital Resources — Indebtedness” under Item 5.B for a description of our indebtedness.
The Hybrid Projects Guidelines dated October 14, 2020, as amended, issued by MNRE provides a framework for procurement of electricity from ISTS grid connected wind-solar hybrid power projects and facilitates transparency and fairness in procurement processes. Further, power purchase agreements, (“PPAs”) entered into pursuant to these guidelines shall not have a term lesser than 25 years from the COD.
The Hybrid Projects Guidelines dated October 14, 2020, as amended, issued by MNRE provides a framework for procurement of electricity from ISTS grid connected wind-solar hybrid power projects and facilitates 64 transparency and fairness in procurement processes. Further, power purchase agreements, (“PPAs”) entered into pursuant to these guidelines shall not have a term lesser than 25 years from the COD.
The Karnataka Electricity Regulatory Commission (Forecasting, Scheduling, Deviation settlement and related matters for Wind and Solar Generation sources) 2015, as amended on December 13, 2022, (“KERC DSM Regulations”) were notified with an aim to facilitate large scale grid integration of wind and solar projects while maintaining grid security, reliability and security as envisaged under the grid code through forecasting, scheduling and commercial mechanisms for settlement of deviations for wind and solar projects.
The Karnataka Electricity Regulatory Commission (KERC) (Forecasting, Scheduling, Deviation settlement and related matters for Wind and Solar Generation sources) 2015, as amended on December 13, 2022, (“KERC DSM Regulations”) were notified with an aim to facilitate large scale grid integration of wind and solar projects while maintaining grid security, reliability and security as envisaged under the grid code through forecasting, scheduling and commercial mechanisms for settlement of deviations for wind and solar projects.
The Gujarat Wind Power Policy imposes an obligation on every distribution licensee to purchase electricity from renewable sources in accordance with the relevant Gujarat Electricity Regulatory Commission orders. The Gujarat Wind-Solar Hybrid Power Policy 2018, as amended (“Gujarat WSH Policy”) was notified on June 20, 2018 and will remain in force until June 19, 2023.
The 75 Gujarat Wind Power Policy imposes an obligation on every distribution licensee to purchase electricity from renewable sources in accordance with the relevant Gujarat Electricity Regulatory Commission orders. The Gujarat Wind-Solar Hybrid Power Policy 2018, as amended (“Gujarat WSH Policy”) was notified on June 20, 2018 and will remain in force until June 19, 2023.
We will continue to evaluate accretive acquisition opportunities opportunistically based on our targeted returns, available synergies and offtaker criteria. Continue to employ prudent bidding approach, financial discipline and efficient capital management to drive value for our shareholders. Our prudent bidding approach and financial discipline is aimed at achieving pre-determined internal rate of returns from our projects.
We will also continue to evaluate accretive acquisition opportunities opportunistically based on our targeted returns, available synergies and offtaker criteria. Continue to employ prudent bidding approach, financial discipline and efficient capital management to drive value for our shareholders. Our prudent bidding approach and financial discipline is aimed at achieving pre- determined internal rate of returns from our projects.
We also aim to continue to be the leader in developing and deploying new technologies in the renewable energy sector. We intend to leverage our experience in executing large wind and solar energy projects to further win bids for firm power energy solutions, which places us in a unique position to provide our offtakers innovative energy solutions.
We also aim to continue to be the leader in developing and deploying new technologies in the renewable energy sector. We intend to leverage our experience in executing large wind and solar energy projects to further win bids for firm power energy solutions, which 42 places us in a unique position to provide our offtakers innovative energy solutions.
Under the GBI Scheme, generation-based incentives are available for a minimum period of four years and maximum period of 10 years. 65 Ujwal Discom Assurance Yojana (“UDAY”) UDAY is a scheme formulated by the Ministry of Power, Government of India, pursuant to an Office Memorandum dated November 20, 2015.
Under the GBI Scheme, generation-based incentives are available for a minimum period of four years and maximum period of 10 years. Ujwal Discom Assurance Yojana (“UDAY”) UDAY is a scheme formulated by the Ministry of Power, Government of India, pursuant to an Office Memorandum dated November 20, 2015.
The amendment dated August 26, 2022 provided, among other things, that: (i) the provisions for change in law shall be construed in accordance with the Electricity (Timely Recovery of Costs due to Change in Law) Rules, 2021 notified by the Ministry of Power on October 22, 2021; and (ii) in case of project components being located at multiple locations, if one of such components (wind or solar PV) is ready for injection of power into the grid but the remaining component is unable to be commissioned, then the generator will be allowed for commissioning of such component which is ready outside the ambit of PPA, with first right of refusal for such power vested with the end procurer.
The amendment dated August 29, 2022 provided, among other things, that: (i) the provisions for change in law shall be construed in accordance with the Electricity (Timely Recovery of Costs due to Change in Law) Rules, 2021 notified by the Ministry of Power on October 22, 2021; and (ii) in case of project components being located at multiple locations, if one of such components (wind or solar PV) is ready for injection of power into the grid but the remaining component is unable to be commissioned, then the generator will be allowed for commissioning of such component which is ready outside the ambit of PPA, with first right of refusal for such power vested with the end procurer.
The majority of our solar power plant generation occurs in States of Karnataka, Madhya Pradesh, Andhra Pradesh, Gujarat and Maharashtra. Some key regulations applicable in these states are described below. Rajasthan The Rajasthan Renewable Energy Corporation Limited is the nodal agency responsible for promoting and developing renewable energy in the state of Rajasthan.
The majority of our solar power plant generation occurs in States of Karnataka, Madhya Pradesh, Andhra Pradesh, Gujarat , Rajasthan, Telangana and Maharashtra. Some key regulations applicable in these states are described below. Rajasthan The Rajasthan Renewable Energy Corporation Limited is the nodal agency responsible for promoting and developing renewable energy in the state of Rajasthan.
Pursuant to these guidelines, the renewable energy component generated under this program is eligible for renewable purchase obligation compliance. Further, the amendment dated February 5, 2021 has made it mandatory to include force majeure clauses in the PPAs as per the industry standards.
Pursuant to these guidelines, the renewable energy component generated under this program is eligible for renewable purchase obligation 65 compliance. Further, the amendment dated February 5, 2021 has made it mandatory to include force majeure clauses in the PPAs as per the industry standards.
These contracts typically have fixed annual fees, which in most cases, are subject to annual escalations at pre-determined rates. 56 Under our O&M contracts with third-party service providers, we generally set performance targets which are evaluated annually with pre-agreed performance guarantee rates.
These contracts typically have fixed annual fees, which in most cases, are subject to annual escalations at pre-determined rates. Under our O&M contracts with third-party service providers, we generally set performance targets which are evaluated annually with pre-agreed performance guarantee rates.
Under our O&M contracts, O&M service providers typically provide performance guarantees for wind turbines and compensate us for any shortfalls in machine availability, subject to an annual monetary limit which is typically a percentage of the annual fees.
Under our O&M contracts, O&M service providers typically provide performance guarantees for wind turbines and compensate us for any shortfalls in machine/resource availability, subject to an annual monetary limit which is typically a percentage of the annual fees.
Under this policy, certain incentives have been proposed to be granted including, providing an exemption for 10 years from payment of electricity duty, and reimbursement of stamp duty on government land and wheeling charges.
Under this policy, certain 74 incentives have been proposed to be granted including, providing an exemption for 10 years from payment of electricity duty, and reimbursement of stamp duty on government land and wheeling charges.
The construction of the balance of plant is carried out concurrently with the erection of wind turbines. 55 For our solar energy projects, construction consists of design engineering, structure, module and inverter installations, sub-station construction, interconnection work, and construction of the balance of plant.
The construction of the balance of plant is carried out concurrently with the erection of wind turbines. For our solar energy projects, construction consists of design engineering, structure, module and inverter installations, sub -station construction, interconnection work, and construction of the balance of plant.
Central Electricity Regulatory Commission (Grant of Connectivity, Long-term Access and Medium-term Open Access in inter-State Transmission and related matters) Regulations, 2009 (“CERC Connectivity & Access Regulations”) The CERC Connectivity & Access Regulations, as amended from time to time, provide a framework for granting connectivity, medium and long-term access to the inter-state transmission system (“ISTS”) Any power generating station, including a captive generating plant or a bulk consumer, is authorized to seek connectivity, medium and long-term access to the ISTS in accordance with the provisions made under these Regulations.
Central Electricity Regulatory Commission (Grant of Connectivity, Long-term Access and Medium-term Open Access in inter-State Transmission and related matters) Regulations, 2009 (“CERC Connectivity & Access Regulations”) The CERC Connectivity & Access Regulations, as amended from time to time, provide a framework for granting connectivity, medium and long-term access to the inter-state transmission system (“ISTS”) Any power generating station, including a captive generating plant or a bulk consumer, is authorised to seek connectivity, medium and long-term access to the ISTS in accordance with the provisions made under these Regulations.
For grant of connectivity, wind and solar based projects are treated differently by CERC Connectivity & Access Regulations, as a separate set of procedures is framed for wind and solar projects safeguarding the interests of renewable energy projects and the transmission system owner. 66 Central Electricity Regulatory Commission (Sharing of Inter-State Transmission Charges and Losses) Regulations, 2020 (“CERC Transmission Charges Regulations 2020”) The CERC Transmission Charges Regulations 2020, as amended on February 7, 2023, provides a framework for sharing of charges among the entities for using the ISTS network.
For grant of connectivity, wind and solar based projects are treated differently by CERC Connectivity & Access Regulations, as a separate set of procedures is framed for wind and solar projects safeguarding the interests of renewable energy projects and the transmission system owner. 68 Central Electricity Regulatory Commission (Sharing of Inter-State Transmission Charges and Losses) Regulations, 2020 (“CERC Transmission Charges Regulations 2020”) The CERC Transmission Charges Regulations 2020, as amended on February 7, 2023, provides a framework for sharing of charges among the entities for using the ISTS network.
In the event of reduced demand by a procurer from a must-run power plant, compensation is payable by the procurer to the must-run power plant at the rates specified in the agreement for purchase or supply of electricity.
In the event of reduced demand by a 69 procurer from a must-run power plant, compensation is payable by the procurer to the must -run power plant at the rates specified in the agreement for purchase or supply of electricity.
Our flagship programs under the ReNew India Initiative includes the following: • Lighting Lives : an initiative focusing on last mile electrification of schools with less than three hours of electricity through solar energy, thereby changing the education delivery and creating a force of young green ambassadors through clean energy advocacy • Women for Climate : A socio-economic empowerment program focusing on building climate resilience amongst rural and urban women by supporting green jobs and climate entrepreneurship. • ReNew Young Climate Leadership Curriculum : An advocacy curriculum for schools students to drive climate action and induce behavioural change for more sustainable lifestyles. • Community-based water management : A community-corporate based partnership to address the need for ensuring access to quality drinking water by the establishment of water filtration units in communities and schools. • Thought leadership : To scale up our interventions and create deeper impact, we launched our philanthropic arm the “ReNew Foundation” in the year 2018 to drive policy advocacy through various partnerships and programs.
Our flagship programs under the ReNew India Initiative include the following: • Lighting Lives : an initiative focusing on last-mile electrification of schools with less than three hours of electricity through solar energy, thereby changing the education delivery and creating a force of young green ambassadors through clean energy advocacy • Women for Climate : A socio-economic empowerment program focusing on building climate resilience amongst rural and urban women by supporting green jobs and climate entrepreneurship. 61 • ReNew Young Climate Leadership Curriculum : An advocacy curriculum for school students to drive climate action and induce behavioural change for more sustainable lifestyles. • Community-based water management : A community-corporate-based partnership to address the need for ensuring access to quality drinking water by the establishment of water filtration units in communities and schools. • Thought leadership : To scale up our interventions and create deeper impact, we launched our philanthropic arm the “ReNew Foundation” in the year 2018 to drive policy advocacy through various partnerships and programs.
National Tariff Policy, 2016 The Government of India notified the Tariff Policy on January 6, 2006 (“Tariff Policy 2006”) under Section 3 of the Electricity Act, to ensure availability of electricity to consumers at reasonable and competitive rates, financial viability of the sector and to attract investment, promote transparency, consistency and predictability in regulatory approaches across jurisdictions and minimize perceptions of regulatory risks and promote competition and to guide CERC and the SERCs in discharging their functions.
National Tariff Policy, 2016 The Government of India notified the Tariff Policy on January 6, 2006 (“Tariff Policy 2006”) under Section 3 of the Electricity Act, to ensure availability of electricity to consumers at reasonable and competitive rates, financial viability of the sector and to attract investment, promote transparency, consistency and predictability in regulatory approaches across jurisdictions and minimise perceptions of regulatory risks and promote competition and to guide CERC and the SERCs in discharging their functions.
These Guidelines have been issued under the provisions of Section 63 of the Electricity Act for long term procurement of electricity, determined through the competitive bidding process, by the procurers, the distribution licensees, or the authorized representatives(s), or an intermediary procurer from grid-connected Solar PV Power Projects or grid-connected Wind Power Projects having capacity of 5 MW and above or 5 MW and above for intra-state projects 50 MW and above for inter-state projects, respectively.
These Guidelines have been issued under the provisions of Section 63 of the Electricity Act for long term procurement of electricity, determined through the competitive bidding process, by the procurers, the distribution licensees, or the authorised representatives(s), or an intermediary procurer from grid-connected Solar PV Power Projects or grid-connected Wind Power Projects having capacity of 5 MW and above or 5 MW and above for intra-state projects 50 MW and above for inter-state projects, respectively.
Project Name Location (Indian State) Capacity (MW) Capacity Commission date, or “COD” (1) Tariff Model (2) Tariff (Indian Rupees/kWh) Offtaker PPA tenor (from COD) 1 Jasdan Gujarat 25.2 Mar-12 APPC (8) +REC (9) , 3rd Party For 23.1MW-APPC (8) Rate escalating in line with State APPC tariff; For 2.1MW- Rs. 3.25/unit GUVNL (23.1), Third Party (10) (2.1) 25 years for 23.1 MWs & 10 years (5) for 2.1 MW 2 Vinjalpur Gujarat 12.0 Sep-15 State PPA (4) 4.15 GUVNL 25 3 Sadla Gujarat 38.0 Mar-17 State PPA 3.86 GUVNL 25 4 Sadla Gujarat 10.0 May-17 State PPA 3.86 GUVNL 25 5 Patan Gujarat 50.0 Mar-17 State PPA 4.19 GUVNL 25 6 GUVNL Gujarat 35.0 Oct-19 State PPA 2.45 GUVNL 25 7 Ellutala Andhra Pradesh 119.7 Nov-16 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 8 Veerabhadra Andhra Pradesh 100.8 Mar-17 State PPA 4.84+Tax Passthrough(5) APSPDCL 25 9 KCT Gamesa 40 Molagavalli Andhra Pradesh 40.0 Feb-17 State PPA 4.84+Tax Passthrough(5) APSPDCL 25 10 KCTGE 39.1 Molagavalli Andhra Pradesh 39.1 Aug-16 State PPA 4.83+Tax Passthrough (5) APSPDCL 25 11 KCT Gamesa 24 Kalyandurg Andhra Pradesh 24.0 Aug-15 State PPA 4.83+Tax Passthrough (5) APSPDCL 25 12 Molagavalli Andhra Pradesh 46.0 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 13 Ostro - Nimbagallu Andhra Pradesh 100.0 Sep-16 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 14 Ostro - Ralla Andhra Andhra Pradesh 98.7 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 15 Ostro - Ralla AP Andhra Pradesh 98.7 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 16 Borampalli Andhra Pradesh 50.4 Mar-18 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 17 Vaspet-I Maharashtra 25.5 Nov-12 State PPA 5.73 MSEDCL 13 18 Vaspet-I Maharashtra 19.5 Jan-14 State PPA 5.73 MSEDCL 13 19 Jamb Maharashtra 28.0 May-13 State PPA 5.81 MSEDCL 13 20 Jath Maharashtra 34.5 Nov-12 State PPA 5.75 MSEDCL 13 21 Jath Maharashtra 50.2 Jun-13 State PPA 5.75 MSEDCL 13 22 Vaspet-II & III Maharashtra 49.5 Jun-13 State PPA 5.81 MSEDCL 13 23 Welturi-I Maharashtra 50.4 Sep-13 State PPA 5.81 MSEDCL 13 24 Budh-I Maharashtra 30.0 Feb-14 State PPA 5.81 MSEDCL 13 25 Welturi-II Maharashtra 23.1 Mar-14 State PPA 5.81 MSEDCL 13 26 Vaspet-IV Maharashtra 49.5 Nov-14 State PPA 5.79 MSEDCL 13 27 MSEDCL Bid Maharashtra 76.0 Dec-19 State PPA 2.85 MSEDCL 25 28 Bakhrani Rajasthan 14.4 Mar-13 State PPA 5.39 (6) JVVNL 25 29 Dangri Rajasthan 30.0 Oct-14 State PPA 5.78 (7) AVVNL 25 30 Pratapgarh Rajasthan 46.5 Mar-15 State PPA 6.08 (7) JVVNL, AVVNL 25 31 Pratapgarh Rajasthan 4.5 Jul-15 State PPA 6.08 (7) JVVNL, AVVNL 25 31 Rajgarh Rajasthan 25.6 Oct-15 State PPA 5.88 (7) AVVNL 25 33 Bhesada Rajasthan 100.8 Dec-15 State PPA 5.88 (7) JdVVNL 25 34 Ostro - Tejuva Rajasthan 50.4 Jul-15 State PPA 5.88 (7) JdVVNL 25 35 Ostro - Rajgarh Rajasthan 25.6 Oct-15 State PPA 5.88 (7) AVVNL 25 36 SREI Rajasthan 60.0 May-12 State PPA 4.74 (6) JVVNL, AVVNL 20-25 37 Batkurki Karnataka 60.0 Jan-17 State PPA 4.50+Tax Passthrough (5) HESCOM 25 38 Bableshwar Karnataka 50.0 Mar-17 State PPA 4.50+Tax Passthrough (5) HESCOM 25 39 Ostro - Sattegiri Karnataka 60.0 Mar-17 State PPA 4.50+Tax Passthrough (5) HESCOM 25 40 Ostro - Taralkatti Karnataka 100.0 Feb-18 State PPA 4.50+Tax Passthrough (5) GESCOM 25 40 Bableshwar 2 Karnataka 40.0 Mar-18 State PPA 3.74+Tax Passthrough (5) BESCOM 25 41 Bapuram Karnataka 50.0 Mar-18 State PPA 3.74+Tax Passthrough (5) GESCOM 25 42 Nirlooti Karnataka 60.0 Mar-18 State PPA 3.74+Tax Passthrough (5) GESCOM 25 43 Kushtagi - 1 Karnataka 71.4 Mar-18 State PPA 3.72+Tax Passthrough (5) HESCOM, GESCOM 25 44 Nipaniya Madhya Pradesh 40.0 Feb-16 State PPA 5.92 MPPMCL 25 45 Mandsaur Madhya Pradesh 28.8 Oct-15 State PPA 5.69 MPPMCL 25 46 Mandsaur Madhya Pradesh 7.2 Mar-17 State PPA 5.69 MPPMCL 25 47 Kod and Limbwas Madhya Pradesh 90.3 Mar-16 State PPA 5.92 MPPMCL 25 43 48 Amba-1 Madhya Pradesh 44.0 Mar-17 State PPA 4.78 MPPMCL 25 49 Amba-2 Madhya Pradesh 8.0 Mar-17 State PPA 4.78 MPPMCL 25 50 Limbwas 2 Madhya Pradesh 18.0 Oct-16 State PPA 4.78 MPPMCL 25 51 Lahori Madhya Pradesh 26.0 Mar-17 State PPA 4.78 MPPMCL 25 52 Ostro - Lahori Madhya Pradesh 92.0 Mar-16 State PPA 5.92 MPPMCL 25 53 Ostro - Amba Madhya Pradesh 66.0 Mar-16 State PPA 5.92 MPPMCL 25 54 Ostro - AVP Dewas Madhya Pradesh 27.3 Mar-17 State PPA 4.78 MPPMCL 25 55 Ostro - Badoni Dewas Madhya Pradesh 29.4 Mar-17 State PPA 4.78 MPPMCL 25 56 Ostro - Kutch (SECI 1) Gujarat 250.0 Oct-18 Center PPA (3) 3.46 PTC 25 57 SECI II Gujarat 230.1 Oct-19 Center PPA 2.64 SECI 25 58 SECI 6 Karnataka 199.5 Dec-21 Center PPA 2.82 SECI 25 59 SECI 7 Gujarat 50.6 Feb-22 Center PPA 2.81 SECI 25 60 SECI 3 Gujarat 300.0 Dec-20 Center PPA 2.44 SECI 25 3,680.2 Notes: (1) Commission date for commissioned projects refers to the date on which the project is ready for commercial operation.
Project Name Location (Indian State) Capacity (MW) Capacity Commission date, or “COD” (1) Tariff Model (2) Tariff (Indian Rupees/kWh) Offtaker PPA tenor (from COD) 1 Jasdan Gujarat 25.2 Mar-12 APPC (8) +REC (9) , 3rd Party For 23.1MW-APPC (8) Rate escalating in line with State APPC tariff; For 2.1MW- Rs. 3.25/unit GUVNL (23.1), Third Party (10) (2.1) 25 years for 23.1 MWs & 10 years (5) for 2.1 MW 2 Vinjalpur Gujarat 12.0 Sep-15 State PPA (4) 4.15 GUVNL 25 3 Sadla Gujarat 38.0 Mar-17 State PPA 3.86 GUVNL 25 4 Sadla Gujarat 10.0 May-17 State PPA 3.86 GUVNL 25 5 Patan Gujarat 50.0 Mar-17 State PPA 4.19 GUVNL 25 6 GUVNL Gujarat 35.0 Oct-19 State PPA 2.45 GUVNL 25 7 Ellutala Andhra Pradesh 119.7 Nov-16 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 8 Veerabhadra Andhra Pradesh 100.8 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 9 KCT Gamesa 40 Molagavalli Andhra Pradesh 40.0 Feb-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 10 KCTGE 39.1 Molagavalli Andhra Pradesh 39.1 Aug-16 State PPA 4.83+Tax Passthrough (5) APSPDCL 25 11 KCT Gamesa 24 Kalyandurg Andhra Pradesh 24.0 Aug-15 State PPA 4.83+Tax Passthrough (5) APSPDCL 25 12 Molagavalli Andhra Pradesh 46.0 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 13 Ostro - Andhra Pradesh 100.0 Sep-16 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 Nimbagallu 14 Ostro - Ralla Andhra Andhra Pradesh 98.7 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 15 Ostro - Ralla AP Andhra Pradesh 98.7 Mar-17 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 16 Borampalli Andhra Pradesh 50.4 Mar-18 State PPA 4.84+Tax Passthrough (5) APSPDCL 25 17 Vaspet-I Maharashtra 25.5 Nov-12 State PPA 5.73 MSEDCL 13 18 Vaspet-I Maharashtra 19.5 Jan-14 State PPA 5.73 MSEDCL 13 19 Jamb Maharashtra 28.0 May-13 State PPA 5.81 MSEDCL 13 20 Jath Maharashtra 34.5 Nov-12 State PPA 5.75 MSEDCL 13 21 Jath Maharashtra 50.2 Jun-13 State PPA 5.75 MSEDCL 13 22 Vaspet-II & III Maharashtra 49.5 Jun-13 State PPA 5.81 MSEDCL 13 23 Welturi-I Maharashtra 50.4 Sep-13 State PPA 5.81 MSEDCL 13 24 Budh-I Maharashtra 30.0 Feb-14 State PPA 5.81 MSEDCL 13 25 Welturi-II Maharashtra 23.1 Mar-14 State PPA 5.81 MSEDCL 13 26 Vaspet-IV Maharashtra 49.5 Nov-14 State PPA 5.79 MSEDCL 13 27 MSEDCL Bid Maharashtra 76.0 Dec-19 State PPA 2.85 MSEDCL 25 28 Bakhrani Rajasthan 14.4 Mar-13 State PPA 5.39 (6) JVVNL 25 29 Dangri Rajasthan 30.0 Oct-14 State PPA 5.78 (7) AVVNL 25 30 Pratapgarh Rajasthan 46.5 Mar-15 State PPA 6.08 (7) JVVNL, AVVNL 25 31 Pratapgarh Rajasthan 4.5 Jul-15 State PPA 6.08 (7) JVVNL, AVVNL 25 31 Rajgarh Rajasthan 25.6 Oct-15 State PPA 5.88 (7) AVVNL 25 33 Bhesada Rajasthan 100.8 Dec-15 State PPA 5.88 (7) JdVVNL 25 34 Ostro – Tejuva Rajasthan 50.4 Jul-15 State PPA 5.88 (7) JdVVNL 25 35 Ostro – Rajgarh Rajasthan 25.6 Oct-15 State PPA 5.88 (7) AVVNL 25 36 SREI Rajasthan 60.0 May-12 State PPA 4.74 (6) JVVNL, AVVNL 20-25 37 Batkurki Karnataka 60.0 Jan-17 State PPA 4.50+Tax Passthrough (5) HESCOM 25 38 Bableshwar Karnataka 50.0 Mar-17 State PPA 4.50+Tax Passthrough (5) HESCOM 25 39 Ostro – Sattegiri Karnataka 60.0 Mar-17 State PPA 4.50+Tax Passthrough (5) HESCOM 25 40 Ostro – Taralkatti Karnataka 100.0 Feb-18 State PPA 4.50+Tax Passthrough (5) GESCOM 25 40 Bableshwar 2 Karnataka 40.0 Mar-18 State PPA 3.74+Tax Passthrough (5) BESCOM 25 41 Bapuram Karnataka 50.0 Mar-18 State PPA 3.74+Tax Passthrough (5) GESCOM 25 42 Nirlooti Karnataka 60.0 Mar-18 State PPA 3.74+Tax Passthrough (5) GESCOM 25 43 Kushtagi – 1 Karnataka 71.4 Mar-18 State PPA 3.72+Tax Passthrough (5) HESCOM, GESCOM 25 44 Nipaniya Madhya Pradesh 40.0 Feb-16 State PPA 5.92 MPPMCL 25 45 Mandsaur Madhya Pradesh 28.8 Oct-15 State PPA 5.69 MPPMCL 25 46 Mandsaur Madhya Pradesh 7.2 Mar-17 State PPA 5.69 MPPMCL 25 47 Kod and Limbwas Madhya Pradesh 90.3 Mar-16 State PPA 5.92 MPPMCL 25 48 Amba-1 Madhya Pradesh 44.0 Mar-17 State PPA 4.78 MPPMCL 25 49 Amba-2 Madhya Pradesh 8.0 Mar-17 State PPA 4.78 MPPMCL 25 50 Limbwas 2 Madhya Pradesh 18.0 Oct-16 State PPA 4.78 MPPMCL 25 51 Lahori Madhya Pradesh 26.0 Mar-17 State PPA 4.78 MPPMCL 25 52 Ostro – Lahori Madhya Pradesh 92.0 Mar-16 State PPA 5.92 MPPMCL 25 53 Ostro – Amba Madhya Pradesh 66.0 Mar-16 State PPA 5.92 MPPMCL 25 54 Ostro – AVP Dewas Madhya Pradesh 27.3 Mar-17 State PPA 4.78 MPPMCL 25 55 Ostro – Badoni Dewas Madhya Pradesh 29.4 Mar-17 State PPA 4.78 MPPMCL 25 56 Ostro – Kutch (SECI 1) Gujarat 250.0 Oct-18 Center PPA (3) 3.46 PTC 25 57 SECI II Gujarat 230.1 Oct-19 Center PPA 2.64 SECI 25 58 SECI 6 Karnataka 199.5 Dec-21 Center PPA 2.82 SECI 25 59 SECI 7 Gujarat 50.6 Feb-22 Center PPA 2.81 SECI 25 60 SECI 3 Gujarat 300.0 Dec-20 Center PPA 2.44 SECI 25 3,680.2 Notes: (1) Commission date for commissioned projects refers to the date on which the project is ready for commercial operation. 45 (2) See the section titled “ Offtakers — Tariff” under Item 4.B.
For projects on a turnkey model, we analyze the asset proposal from the relevant OEM supplier, which generally includes an energy yield estimation report, site suitability reports, on-site wind mast data, evacuation details and indicative project cost. A preliminary assessment of OEM assumptions is carried out based on our experience and market intelligence in the relevant region.
For projects on a turnkey model, we analyse the asset proposal from the relevant OEM supplier, which generally includes an energy yield estimation report, site suitability reports, on-site wind mast data, evacuation details and indicative project cost. A preliminary assessment of OEM assumptions is carried out based on our experience and market intelligence in the relevant region.
The national load despatch center (NLDC) has been designated the agency to implement these regulations. REC Regulations stipulated the details of Grant of accreditation, Issuance, Exchange, Redemption, Denomination, Pricing and Validity for certificates. CERC has also introduced certificate multiplier for renewable energy generating station, Hydro, municipal solid waste, non-fossil fuel-based cogeneration and biomass and biofuel.
The national load despatch centre (NLDC) has been designated the agency to implement these regulations. REC Regulations stipulated the details of Grant of accreditation, Issuance, Exchange, Redemption, Denomination, Pricing and Validity for certificates. CERC has also introduced certificate multiplier for renewable energy generating station, Hydro, municipal solid waste, non- fossil fuel-based cogeneration and biomass and biofuel.
We have an in-house EPC team that is responsible for overseeing and undertaking the construction of solar energy projects from installation to commissioning. For some projects, we outsource certain construction activities to third-party vendors. The contractors typically provide management, supervision, labor, certain materials, tools, engineering, mobilization, testing and other services required to construct the project.
We have an in-house EPC team that is responsible for overseeing and undertaking the construction of solar energy projects from installation to commissioning. For some projects, we outsource certain construction activities to third- party vendors. The contractors typically provide management, supervision, labour, certain materials, tools, engineering, mobilization, testing and other services required to construct the project.
We have built good working relationships with top tier global battery system integrators and have a dedicated team working on ramping up capability development in BESS and energy management services to build a pipeline of utility-scale battery energy storage system in India. The growth areas for this segment include localization of the battery container and building battery asset management capabilities.
We have built good working relationships with top tier global battery system integrators and have a dedicated team working on ramping up capability development in BESS and energy management services to build a pipeline of utility-scale battery energy storage system in India. The growth areas for this segment include localisation of the battery container and building battery asset management capabilities.
Our competitive differentiators are our ability to handle multiple renewables technologies, forecast generation profiles to minimize deviations from demand and sell excess power economically to the market, notwithstanding fluctuation generation profiles. Project portfolio diversification across resources, geography, offtakers and vendors Our portfolio is well diversified between wind and solar energy projects across eight states in India.
Our competitive differentiators are our ability to handle multiple renewables technologies, forecast generation profiles to minimise deviations from demand and sell excess power economically to the market, notwithstanding fluctuation generation profiles. Project portfolio diversification across resources, geography, offtakers and vendors Our portfolio is well diversified between wind and solar energy projects across eight states in India.
These contracts may be terminated by either party upon the occurrence of an event of default which includes bankruptcy or insolvency of the other party, failure by parties to discharge obligations, unauthorized assignment by the O&M services and material breach of contractual terms. The performance of obligations under such contracts are subject to changes in applicable laws.
These contracts may be terminated by either party upon the occurrence of an event of default which includes bankruptcy or insolvency of the other party, failure by parties to discharge obligations, unauthorised assignment by the O&M services and material breach of contractual terms. The performance of obligations under such contracts are subject to changes in applicable laws.
REC trading occurs on a monthly basis, while the pricing range for RECs is regulated through a floor and a ceiling price set by the Indian regulator from time to time. When a REC is purchased, the owner is considered to have purchased renewable energy. Distribution utilities and customers can therefore fulfill their renewable energy purchase obligations by purchasing RECs.
REC trading occurs on a monthly basis, while the pricing range for RECs regulated through a floor and a ceiling price set by the Indian regulator from time to time. When a REC is purchased, the owner is considered to have purchased renewable energy. Distribution utilities and customers can therefore fulfil their renewable energy purchase obligations by purchasing RECs.
We intend to implement new technologies, including new turbine and solar module technologies, which are capable of higher generation levels. We are incorporating robotic cleaning, auxiliary power consumption, forecast and scheduling and e-surveillance of our plants, as well as utilizing drones and new maintenance technologies as part of enhanced project monitoring and O&M efforts.
We intend to implement new technologies, including new turbine and solar module technologies, which are capable of higher generation levels, as part of this effort. We are incorporating robotic cleaning, auxiliary power consumption, forecast and scheduling and e-surveillance of our plants, as well as utilizing drones and new maintenance technologies as part of enhanced project monitoring and O&M efforts.
We then evaluate power evacuation feasibility and the available wind resource data in-house. We also assess the impact of the current regulatory and policy framework. The proposal prepared by the business team is analyzed and tested against relevant technical, legal and financial considerations by a subgroup reporting to an investment committee.
We then evaluate power evacuation feasibility and the available wind resource data in-house. We also assess the impact of the current regulatory and policy framework. The proposal prepared by the business team is analysed and tested against relevant technical, legal and financial considerations by a subgroup reporting to an investment committee.
The term of our PPAs with commercial and industrial customers, that constitute approximately 14% of our portfolio, ranges from 8 to 25 years. These PPAs provide for fixed tariff rates with limited escalation provisions, thus providing stream of visible, predictable and long-term cash flows. Experienced professional management team.
The term of our PPAs with commercial and industrial customers, that constitute approximately 16% of our portfolio, ranges from 8 to 25 years. These PPAs provide for fixed tariff rates with limited escalation provisions, thus providing stream of visible, predictable and long-term cash flows. Experienced professional management team.
We have long-standing relationships with our project finance, corporate debt lenders and other capital providers including public and private commercial banks, non-banking financial companies, institutional investors, mutual funds and pension funds as well as specialized infrastructure lenders. We routinely refinance our projects once they are operational.
We have long-standing relationships with our project finance, corporate debt lenders and other capital providers including public and private commercial banks, non-banking financial companies, institutional investors, mutual funds and pension funds as well as specialised infrastructure lenders. We routinely refinance our projects once they are operational.
Once our wind or solar energy projects begin transmitting electricity to the relevant grid, we apply for and procure the commissioning certificates from state and central government authorities. Operations and Maintenance Wind O&M services for our wind energy projects are provided in-house and through third-party O&M service providers.
Once our wind or solar energy projects begin 56 transmitting electricity to the relevant grid, we apply for and procure the commissioning certificates from state and central government authorities. Operations and Maintenance Wind O&M services for our wind energy projects are provided both in-house and through third-party O&M service providers.
Guidelines for Procurement and Utilization of Battery Energy Storage Systems as part of Generation, Transmission and Distribution Assets, along with Ancillary Services The guidelines were notified by the Government of India in March 2022 and aim to facilitate the procurement of battery storage systems to be utilized either in combination with renewable energy or as a standalone asset.
Guidelines for Procurement and Utilization of Battery Energy Storage Systems as part of Generation, Transmission and Distribution Assets, along with Ancillary Services The guidelines were notified by the Government of India in March 2022 and aim to facilitate the procurement of battery storage systems to be utilised either in combination with renewable energy or as a standalone asset.
We have won over 1.25 GW, 1.90 GW and 1.20 GW of new bids in the years ended March 31, 2020, 2021 and 2022, respectively. In the year ended March 31, 2023, we did not participate in a large number of bids as it would have resulted in lower IRRs than our target.
We have won over 1.25 GW, 1.90 GW and 1.20 GW of new bids in the years ended March 31, 2020, 2021 and 2022, respectively. In the year ended March 31, 2023, we did not win in a large number of bids as it would have resulted in lower IRRs than our target.
The waste generator must take steps to minimize generation of plastic waste and segregate plastic waste at source in accordance with the Solid Waste Management Rules, 2000; not litter plastic waste and ensure segregated storage of waste at source; and handover segregated waste to the relevant local body or agencies appointed by them or registered waste pickers’, registered recyclers or waste collection agencies.
The waste generator must take steps to minimise generation of plastic waste and segregate plastic waste at source in accordance with the Solid Waste Management Rules, 2000; not litter plastic waste and ensure segregated storage of waste at source; and handover segregated waste to the relevant local body or agencies appointed by them or registered waste pickers’, registered recyclers or waste collection agencies.
Power from our wind and solar energy projects is typically evacuated to the relevant grids through high voltage 33/66/110/132/220/400 kV transmission lines from dedicated pooling stations, which results in stable energy transmission and minimizes grid instability and losses.
Power from our wind and solar energy projects is typically evacuated to the relevant grids through high voltage 33/66/110/132/220/400 kV transmission lines from dedicated pooling stations, which results in stable energy transmission and minimises grid instability and losses.
LPS Rules 2022 also provides for regulation of access to power in case of non-payment of dues within the specified time period. The over-dues of the prior period, i.e., up to June 3, 2022, shall be liquidated through equated monthly installments as per the provision of the LPS Rules 2022.
LPS Rules 2022 also provides for regulation of access to power in case of non-payment of dues within the specified time period. The over-dues of the prior period, i.e., up to June 3, 2022, shall be liquidated through equated monthly instalments as per the provision of the LPS Rules 2022.
Commissioned projects Project Name Location (Indian State) Capacity (MW) Capacity Commission date, or “COD” (1) Tariff Model (2) Tariff (Indian Rupees/kWh) Offtaker PPA tenor (from COD) 1 Charanka Gujarat 40.0 Mar-17 Center PPA (3) 4.43 SECI 25 2 Bhadla Rajasthan 50.0 Apr-19 Center PPA 2.49 SECI 25 3 Mahbubnagar 2 Telangana 100.0 Nov-17 Center PPA 4.66 NTPC 25 4 Pavagada Karnataka 50.0 Dec-17 Center PPA 4.8 NTPC 25 5 Ostro - Rajasthan Rajasthan 60.0 Nov-17 Center PPA 5.07 NTPC 25 6 VS- Lexicon Rajasthan 10.0 Feb-13 Center PPA 8.69 NTPC 25 7 VS- Symphony Rajasthan 10.0 Feb-13 Center PPA 8.48 NTPC 25 8 Sheopur Madhya Pradesh 50.0 Jun-15 State PPA (4) 6.97 MPPMCL 25 9 MPSolar II Madhya Pradesh 51.0 Oct-17 State PPA 5.46 MPPMCL 25 10 Adoni AndhraPradesh 39.0 Mar-16 State PPA Rs. 5.98/unit for 1st year with escalation of 3% until 10th year, from 11th to 25th year 10th year tariff will apply APSPDCL 25 11 Cumbum AndhraPradesh 21.0 Mar-16 State PPA Rs. 5.98/unit for 1st year with escalation of 3% until 10th year, from 11th to 25th year 10th year tariff will apply APSPDCL 25 12 Mehbubnagar -1 Telangana 100.0 May-16 State PPA 6.73 TSSPDCL 25 13 Sadashivpet Telangana 24.0 Jun-16 State PPA 6.8 TSSPDCL 25 14 Dichipally Telangana 143.0 Jun-17 State PPA 5.59 TSNPDCL 25 15 Mandamarri Telangana 48.0 Feb-17 State PPA 5.59 TSNPDCL 25 16 Minpur Telangana 65.0 Jun-17 State PPA 5.59 TSSPDCL 25 17 Mulkanoor Telangana 30.0 Mar-17 State PPA 5.59 TSNPDCL 25 18 Ostro - Wanaparthy Telangana 50.0 Sep-17 State PPA 5.59 TSSPDCL 25 19 Acquisition - Telangana Telangana 260.0 Jun-17 State PPA 5.65 TSNPDCL, TSSPDCL 25 20 Alland Karnataka 20.0 Mar-17 State PPA 4.86 BESCOM 25 21 Bhalki Karnataka 20.0 Mar-17 State PPA 4.85 BESCOM 25 22 Chincholi Karnataka 20.0 Apr-17 State PPA 4.84 BESCOM 25 23 Siruguppa Karnataka 20.0 Mar-17 State PPA 4.76 HESCOM 25 24 Humnabad Karnataka 20.0 Mar-17 State PPA 4.86 HESCOM 25 25 Devdurga Karnataka 20.0 Sep-17 State PPA 4.76 MESCOM 25 26 Honnali Karnataka 20.0 Nov-17 State PPA 5.05 BESCOM 25 27 Turuvekere Karnataka 20.0 Nov-17 State PPA 4.84 BESCOM 25 28 Yadgir Karnataka 20.0 Oct-17 State PPA 4.85 BESCOM 25 29 Kar 140bid(2) Karnataka 140.0 Oct-19 State PPA 3.22 MESCOM, BESCOM, GESCOM, CESC 25 30 VS-Star Solar Rajasthan 5.0 Jul-15 State PPA 6.45 RREC 25 31 VS-Sun Gold Rajasthan 5.0 Jul-15 State PPA 6.45 RREC 25 32 Mah Ph I Rajasthan 250.0 Oct-19 State PPA 2.72 MSEDCL 25 33 Mah PhII Rajasthan 300.0 Nov-21 State PPA 2.75 MSEDCL 25 34 TN 100 Tamil Nadu 100.0 Sep-19 State PPA 3.47 TANGEDCO 25 35 GUVNL Gujarat 105.0 Apr-21 State PPA 2.68 GUVNL 25 36 SECI III Rajasthan 300.0 Aug-21 Center PPA 2.55 SECI 25 37 SECI Raj Rajasthan 110.0 Feb-21 Center PPA 2.49 SECI 25 38 SECI IV Rajasthan 300.0 Dec-21 Center PPA 2.54 SECI 25 39 SECI VI Rajasthan 300.0 Dec-21 Center PPA 2.71 SECI 25 Total 3,296.0 Notes: (1) Commission date for commissioned projects refers to the date on which the project is ready for commercial operation.
Commissioned projects Location Capacity Capacity Commission Tariff Tariff PPA tenor Project Name (Indian State) (MW) date, or “COD” (1) Model (2) (Indian Rupees/kWh) Offtaker (from COD) 1 Charanka Gujarat 40.0 Mar-17 Center PPA (3) 4.43 SECI 25 2 Bhadla Rajasthan 50.0 Apr-19 Center PPA 2.49 SECI 25 3 Mahbubnagar 2 Telangana 100.0 Nov-17 Center PPA 4.66 NTPC 25 4 Pavagada Karnataka 50.0 Dec-17 Center PPA 4.8 NTPC 25 5 Ostro - Rajasthan Rajasthan 60.0 Nov-17 Center PPA 5.07 NTPC 25 6 VS- Lexicon Rajasthan 10.0 Feb-13 Center PPA 8.69 NTPC 25 7 VS- Symphony Rajasthan 10.0 Feb-13 Center PPA 8.48 NTPC 25 8 Sheopur Madhya Pradesh 50.0 Jun-15 State PPA (4) 6.97 MPPMCL 25 9 MPSolar II Madhya Pradesh 51.0 Oct-17 State PPA 5.46 MPPMCL 25 10 Adoni Andhra Pradesh 39.0 Mar-16 State PPA Rs. 5.98/unit for 1st year with escalation of 3% until 10th year, from 11th to 25th year 10th year tariff will apply APSPDCL 25 11 Cumbum Andhra Pradesh 21.0 Mar-16 State PPA Rs. 5.98/unit for 1st year with escalation of 3% until 10th year, from 11th to 25th year 10th year tariff will apply APSPDCL 25 12 Mehbubnagar -1 Telangana 100.0 May-16 State PPA 6.73 TSSPDCL 25 13 Sadashivpet Telangana 24.0 Jun-16 State PPA 6.8 TSSPDCL 25 14 Dichipally Telangana 143.0 Jun-17 State PPA 5.59 TSNPDCL 25 15 Mandamarri Telangana 48.0 Feb-17 State PPA 5.59 TSNPDCL 25 16 Minpur Telangana 65.0 Jun-17 State PPA 5.59 TSSPDCL 25 17 Mulkanoor Telangana 30.0 Mar-17 State PPA 5.59 TSNPDCL 25 18 Ostro - Wanaparthy Telangana 50.0 Sep-17 State PPA 5.59 TSSPDCL 25 19 Acquisition - Telangana Telangana 260.0 Jun-17 State PPA 5.65 TSNPDCL, TSSPDCL 25 20 Alland Karnataka 20.0 Mar-17 State PPA 4.86 BESCOM 25 21 Bhalki Karnataka 20.0 Mar-17 State PPA 4.85 BESCOM 25 22 Chincholi Karnataka 20.0 Apr-17 State PPA 4.84 BESCOM 25 23 Siruguppa Karnataka 20.0 Mar-17 State PPA 4.76 HESCOM 25 24 Humnabad Karnataka 20.0 Mar-17 State PPA 4.86 HESCOM 25 25 Devdurga Karnataka 20.0 Sep-17 State PPA 4.76 MESCOM 25 26 Honnali Karnataka 20.0 Nov-17 State PPA 5.05 BESCOM 25 27 Turuvekere Karnataka 20.0 Nov-17 State PPA 4.84 BESCOM 25 28 Yadgir Karnataka 20.0 Oct-17 State PPA 4.85 BESCOM 25 29 Kar 40bid (2) Karnataka 40.0 Oct-19 State PPA 3.22 MESCOM, BESCOM, GESCOM, CESC 25 30 VS-Star Solar Rajasthan 5.0 Jul-15 State PPA 6.45 RREC 25 31 VS-Sun Gold Rajasthan 5.0 Jul-15 State PPA 6.45 RREC 25 32 Mah Ph I Rajasthan 250.0 Oct-19 State PPA 2.72 MSEDCL 25 33 Mah PhII Rajasthan 300.0 Nov-21 State PPA 2.75 MSEDCL 25 34 TN 100 Tamil Nadu 100.0 Sep-19 State PPA 3.47 TANGEDCO 25 35 GUVNL Gujarat 105.0 Apr-21 State PPA 2.68 GUVNL 25 36 SECI III Rajasthan 300.0 Aug-21 Center PPA 2.55 SECI 25 37 SECI Raj Rajasthan 110.0 Feb-21 Center PPA 2.49 SECI 25 38 SECI IV Rajasthan 300.0 Dec-21 Center PPA 2.54 SECI 25 39 SECI IX Rajasthan 388.0 Mar-24 Center PPA 2.37 SECI 25 Total 3,284.0 Notes: (1) Commission date for commissioned projects refers to the date on which the project is ready for commercial operation.
The Ministry of Power has issued guidelines on July 22, 2020 as amended on November 3, 2020, February 5, 2021, February 3, 2022 and August 26, 2022 to enable procurement of round-the-clock power by distribution companies from grid- connected renewable energy power projects, complemented with power from any source or storage, through tariff based competitive bidding process, and to facilitate addition to renewable energy capacity and fulfillment of renewable power obligation requirements of distribution companies.
The Ministry of Power (MoP) has issued guidelines on July 22, 2020 as amended on November 3, 2020, February 5, 2021, February 3, 2022 and August 26, 2022 to enable procurement of round-the-clock power by distribution companies from grid- connected renewable energy power projects, complemented with power from any source or storage, through tariff based competitive bidding process, and to facilitate addition to renewable energy capacity and fulfilment of renewable power obligation requirements of distribution companies.
An initial assessment of favorable wind and solar resource potential is conducted for each potential site by reviewing publicly available wind and solar maps. Our in-house assessment teams use wind and solar flow modelling tools to estimate potential wind speeds, irradiation levels and other indicators of energy levels.
An initial assessment of favourable wind and solar resource potential is conducted for each potential site by reviewing publicly available wind and solar maps. Our in-house assessment teams use wind and solar flow modelling tools to estimate potential wind speeds, irradiation levels and other indicators of energy levels.
Subsequent to refusal of such power by the end procurer, the right of refusal shall vest with the intermediary procurer. In case the procurer/intermediary procurer decides to buy such discrete component(s) power outside the PPA, such power shall be purchased at 50% of the PPA Tariff/weighted average levelized tariff for the applicable contract year.
Subsequent to refusal of such power by the end procurer, the right of refusal shall vest with the intermediary procurer. In case the procurer/intermediary procurer decides to buy such discrete component(s) power outside the PPA, such power shall be purchased at 50% of the PPA Tariff/weighted average levelised tariff for the applicable contract year.
Ownership of each project site (apart from government revenue land or forest land under Indian law wherein we enter into long-term leases) allows us to facilitate our efforts to ensure wind energy project optimization to maximize power generation.
Ownership of each project site (apart from government revenue land or forest land under Indian law wherein we enter into long-term leases) allows us to facilitate our efforts to ensure wind energy project optimization to maximise power generation.
Further, the generating companies may supply electricity to any licensee or even directly to consumers, subject to obtaining open access to the transmission and distribution systems and payment of transmission charges, including wheeling charges and any other open access charges, as may be determined by the concerned electricity regulatory commission.
Further, the generating companies may supply electricity to any licencee or even directly to consumers, subject to obtaining open access to the transmission and distribution systems and payment of transmission charges, including wheeling charges and any other open access charges, as may be determined by the concerned electricity regulatory commission.
In accordance with Section 7 of the Electricity Act, a generating company may establish, operate and maintain a generating station without obtaining a license under the Electricity Act if it complies with the technical standards relating to connectivity with the grid prescribed under clause (b) of Section 73 of the Electricity Act.
In accordance with Section 7 of the Electricity Act, a generating company may establish, operate and maintain a generating station without obtaining a licence under the Electricity Act if it complies with the technical standards relating to connectivity with the grid prescribed under clause (b) of Section 73 of the Electricity Act.
Further, NEP emphasizes the need to promote generation of electricity based on non-conventional sources of energy. The NEP provides that SERCs should specify appropriate tariffs to promote renewable energy (until renewable energy power projects relying on non-conventional technologies can compete within the competitive bidding system).
Further, NEP emphasises the need to promote generation of electricity based on non-conventional sources of energy. The NEP provides that SERCs should specify appropriate tariffs to promote renewable energy (until renewable energy power projects relying on non-conventional technologies can compete within the competitive bidding system).
The objective of the GBI Scheme is to (i) broaden the investor base; (ii) incentivize actual generation with the help of generation/outcome based incentives; and (iii) facilitating entry of large independent power producers and foreign direct investment in the Indian wind power sector.
The objective of the GBI Scheme is to (i) broaden the investor base; (ii) incentivise actual generation with the help of generation / outcome-based incentives; and (iii) facilitating entry of large independent power producers and foreign direct investment in the Indian wind power sector.
The Competitive Bidding Guidelines were further supplemented when t he Ministry of Power issued guidelines on August 26, 2022 with the aim of promoting cheaper renewable energy sources replacing costlier thermal power and to promote RPO of distribution licensees.
The Competitive Bidding Guidelines were further supplemented when the Ministry of Power issued guidelines on August 26, 2022 with the aim of promoting cheaper renewable energy sources replacing costlier thermal power and to promote RPO of distribution licensees.
The transmission service provider shall accordingly be required to make an application for the grant of a transmission license to the appropriate commission within five working days from the date of execution of the share purchase agreement for the acquisition of the special purpose vehicle.
The transmission service provider shall accordingly be required to make an application for the grant of a transmission licence to the appropriate commission within five working days from the date of execution of the share purchase agreement for the acquisition of the special purpose vehicle.
In April 2022, we finalized a partnership with Mitsui & Co., Ltd., a leading global general trading and investment firm to invest in the RTC renewable energy project being developed by us, with Mitsui taking a 49% stake in the project.
In April 2022, we finalised a partnership with Mitsui & Co., Ltd., a leading global general trading and investment firm to invest in the RTC renewable energy project being developed by us, with Mitsui taking a 49% stake in the project.
The reduction of the open access transaction limit from 1 MW to 100 kW and appropriate provisions for cross-subsidy surcharge, additional surcharge, and standby charge is expected to incentivize consumer access to green energy at reasonable rates.
The reduction of the open access transaction limit from 1 MW to 100 kW and appropriate provisions for cross-subsidy surcharge, additional surcharge, and standby charge is expected to incentivise consumer access to green energy at reasonable rates.
In the event of any technical constraint in the electricity grid or for reasons of security of the electricity grid, where the procurer notifies the must-run power plant in advance of a reduction, the must-run power plant will sell the electricity not utilized by the procurer on the open market.
In the event of any technical constraint in the electricity grid or for reasons of security of the electricity grid, where the procurer notifies the must -run power plant in advance of a reduction, the must-run power plant will sell the electricity not utilised by the procurer on the open market.
Our strategy is to leverage our renewable capabilities and develop products, and establish partnerships across the supply chain to sell it to our end-consumers. 40 Continue to drive cost reductions and yield improvements through digitization to improve efficiency We seek to further enhance our project execution efforts in order to control our costs and optimize the output of our projects.
Our strategy is to leverage our renewable capabilities and develop products and establish partnerships across the supply chain to sell it to our end-consumers. Continue to drive cost reductions and yield improvements through digitization to improve efficiency We seek to further enhance our project execution efforts in order to control our costs and optimise the output of our projects.
We also share some of our technology and know-how with our vendors in connection with the supply of equipment for the development of our projects, and therefore ensure that we obtain adequate safeguards against any potential intellectual property infringement by our vendors. Facilities See the section titled “ Property, Plants and Equipment ” under Item 4.D.
We also share some of our technology and know -how with our vendors in connection with the supply of equipment for the development of our projects, and therefore ensure that we obtain adequate safeguards against any potential intellectual property infringement by our vendors. Facilities See the section titled “Property, Plants and Equipment” under Item 4.D.
Guidelines for Tariff Based Competitive Bidding Process for Procurement of Wind and Solar Power The Ministry of Power has issued guidelines on August 3, 2017 and December 8, 2017, as amended, for procurement of solar and wind power, respectively, through tariff based competitive bidding process (“Competitive Bidding Guidelines”).
Guidelines for Tariff Based Competitive Bidding Process for Procurement of Wind and Solar Power The Ministry of Power (MoP) issued guidelines on August 3, 2017 and December 8, 2017, as amended, for procurement of solar and wind power, respectively, through tariff based competitive bidding process (“Competitive Bidding Guidelines”).
The amount realized by such must-run power plant from such sale of electricity on the open market, after deducting actual expenses paid for the sale on the open market, if any, shall reduce the compensation payable by the procurer.
The amount realised by such must-run power plant from such sale of electricity on the open market, after deducting actual expenses paid for the sale on the open market, if any, shall reduce the compensation payable by the procurer.
We analyze the wind data (for wind energy projects) or irradiation data (for solar energy projects) from each project site in order to determine the specifications of the equipment we require and engage with equipment suppliers accordingly.
We analyse the wind data (for wind energy projects) or irradiation data (for solar energy projects) from each project site in order to determine the specifications of the equipment we require and engage with equipment suppliers accordingly.
Over the past three years, we have transitioned from a mainstream utility scale renewable energy company to an intelligent energy utility platform to solve digital integration of energy sources requirement.
Over the past four years, we have transitioned from a mainstream utility scale renewable energy company to an intelligent energy utility platform to solve digital integration of energy sources requirement.
Our equity investors include a diversified pool of well-known international private equity, sovereign wealth and pension funds as well as renewables and infrastructure focused investors. We also have access to a range of project finance and debt instruments from multiple Indian and international investors.
We have raised a mix of equity and debt to finance our projects. Our equity investors include a diversified pool of well-known international private equity, sovereign wealth and pension funds as well as renewables and infrastructure focused investors. We also have access to a range of project finance and debt instruments from multiple Indian and international investors.
Equipment procurement We have a rigorous quality assurance and vendor empanelment process, with a limited number of approved module suppliers, and in-line supervision and third-party testing of modules. We have master contractual arrangements with our top suppliers. For further details, see the section titled “ Business Overview — Equipment Suppliers ” under Item 4.B above.
Equipment procurement We have a rigorous quality assurance and vendor empanelment process, with a limited number of approved module suppliers, and in -line supervision and third-party testing of modules. We have master contractual arrangements with our top suppliers. For further details, see the section titled “Business Overview — Equipment Suppliers” under Item 4.B above.
We rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights.
We rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and licence agreements to establish and protect our intellectual property rights.
The REC mechanism provides a market-based instrument which can be traded freely and provides means for fulfillment of RPOs by the distribution utilities/consumers.
The REC mechanism provides a market-based instrument which can be traded freely and provides means for fulfilment of RPOs by the distribution utilities/consumers.
The additional liquidity can be utilized for various distributions, including to fund additional capital expenditure and optimize capital structure across the broader portfolio. We have had access to the on-shore bonds and non-convertible debentures market, allowing us to raise funds from institutional investors. We also deploy innovative structures to raise finance for our projects.
The additional liquidity can be utilised for various distributions, including to fund additional capital expenditure and optimise capital structure across the broader portfolio. We have had access to the on- shore bonds and non-convertible debentures market, allowing us to raise funds from institutional investors. We also deploy innovative structures to raise finance for our projects.
The Hybrid Projects Guidelines as amended on March 9, 2022 and November 2, 2022 provide that where the distribution licensee, authorizes any agency to carry out the tendering/bidding process on its behalf then the agency will be responsible for fulfilling all the obligations imposed on the procurer during the bidding phase, in accordance with these Guidelines.
The Hybrid Projects Guidelines as amended on March 9, 2022 and November 2, 2022 provide that where the distribution licencee, authorises any agency to carry out the tendering/bidding process on its behalf then the agency will be responsible for fulfilling all the obligations imposed on the procurer during the bidding phase, in accordance with these Guidelines.
FiT While the renewable energy landscape in India shifted away from a FiT structure to an auction bidding structure, we maintain internal protocols which help guide our FiT assessment for many of our utility-scale wind energy projects.
FiT Generally, the renewable energy landscape in India has shifted away from a FiT structure to an auction bidding structure, we maintain internal protocols which help guide our FiT assessment for many of our utility-scale wind energy projects.
See the section titled “Business Overview — Power purchase agreements” under Item 4.B below for more details on the terms of our PPAs with our offtakers, including these customers. The following table sets forth our offtaker profile by location as a percentage of our total capacity as of March 31, 2023.
See the section titled “Business Overview — Power purchase agreements” under Item 4.B below for more details on the terms of our PPAs with our offtakers, including these customers. The following table sets forth our offtaker profile as a percentage of our total capacity as of March 31, 2024.
We are supported by high quality long-term global investors such as CPP Investments, ADIA (Abu Dhabi Investment Authority), JERA (a joint venture between TEPCO Fuel & Power, a wholly owned subsidiary of Tokyo Electric Power Company, and Chubu Electric Power Co., Inc.), SACEF and public markets shareholders and we are led by an experienced management team under the leadership of our Founder, Chairman and Chief Executive Officer, Mr.
We are supported by high quality long-term global investors such as CPP Investments, ADIA (Abu Dhabi Investment Authority), JERA (a joint venture between TEPCO Fuel & Power, a wholly owned subsidiary of Tokyo Electric Power Company, and Chubu Electric Power Co., Inc.), South Asia Clean Energy Fund and public markets shareholders and we are led by an experienced management team under the leadership of our Founder, Chairman and Chief Executive Officer, Mr.
We focus particularly on the credit profile of our offtakers. As of March 31, 2023, approximately 46% of our offtakers (in terms of total capacity) included central agencies such as Solar Energy Corporation of India Ltd., or “SECI”, National Thermal Power Corporation Limited, or “NTPC” and PTC India Limited, or “PTC”.
We focus particularly on the credit profile of our offtakers. As of March 31, 2024, approximately 44% of our offtakers (in terms of total capacity) included central agencies such as Solar Energy Corporation of India Ltd., or “SECI”, National Thermal Power Corporation Limited, or “NTPC” and PTC India Limited, or “PTC”.
We have not experienced any material work stoppages or labor disruptions in the past and we consider our relations with our employees to be amicable. Technology and R&D We utilize state-of-the-art technology and digital tools to efficiently operate and manage our projects.
We have not experienced any material work stoppages or labour disruptions in the past and we consider our relations with our employees to be amicable. Technology and R&D We utilise state-of-the-art technology and digital tools to efficiently operate and manage our projects.
(2) For more details on the tariff model see the section titled “ Offtakers — Tariff ” under Item 4.B. (3) Weighted average of all the project CODs with weights based on capacity. (4) Includes inorganic projects. Offtakers We define offtakers as parties with whom we have signed a PPA or from whom we have received an LOA.
(2) For more details on the tariff model see the section titled “ Offtakers — Tariff ” under Item 4.B. (3) Weighted average of all the project CODs with weights based on capacity. (4) Includes 99MW hydro project. Offtakers We define offtakers as parties with whom we have signed a PPA or from whom we have received a LOA.
Under the group captive scheme, a group of offtakers collectively own 26% equity interest in the power plant and have collectively committed to purchase at least 51% of the power generated at the power plant.
Under the group captive scheme, applicable to industrial and commercial offtakers, a group of offtakers collectively own 26% equity interest in the power plant and have collectively committed to purchase at least 51% of the power generated at the power plant.
In May 2023, we entered into a partnership with PETRONAS’ clean energy subsidiary Gentari, where Gentari will purchase a 49% equity stake in our 403 MW Peak Power project.
In May 2023, we entered into a partnership with PETRONAS’ clean energy subsidiary Gentari, where Gentari purchased a 49% equity stake in our 403 MW Peak Power project.
India had approximately 156 GW of total renewable installed generating capacity (comprising of wind, solar and large hydro assets) as of March 31, 2023 and it has announced a target of 500 GW of clean energy by 2030.
India had approximately 190 GW of total renewable installed generating capacity (comprising of wind, solar and large hydro assets) as of March 31, 2024, and it has announced a target of 500 GW of clean energy by 2030.
From 2017 to March 2023, we have raised over $3.5 billion through overseas dollar green bonds. Our dollar bonds are currently rated BB- by Fitch and Ba3 by Moody’s, and we have a corporate rating of Ba2 by Moody’s.
From 2017 to March 2024, we have raised over $3.9 billion through overseas dollar green bonds. Our dollar bonds are currently rated BB- by Fitch and Ba3 by Moody’s, and we have a corporate rating of Ba2 by Moody’s.
Our broad base of long-standing, equity investors include CPP Investments, ADIA, JERA, SACEF and public markets shareholders. Since our incorporation in 2011, our equity investors have invested a total of $2.1 billion in the Group in various tranches, helping us retain an efficient capital structure with no mezzanine capital instruments.
Our broad base of long -standing, equity investors include CPP Investments, ADIA, JERA, South Asia Clean Energy Fund and public markets shareholders. Since our incorporation in 2011, our equity investors have invested a total of $2.1 billion in the Group in various tranches, helping us retain an efficient capital structure with no mezzanine capital instruments.
The following table sets forth our OEM suppliers for wind turbines based on contracted capacity as of March 31, 2023: Wind Energy Projects - Contracted Capacity (1) (%) (2) Siemens Gamesa Renewable Power Private Limited 38.6% Suzlon Energy Limited 19.0% Envision Energy International Limited, Hongkong 12.7% Vestas Wind Technology India Pvt. Ltd 8.0% GE India Industrial Pvt.
The following table sets forth our OEM suppliers for wind turbines based on contracted capacity as of March 31, 2024: Wind Energy Projects - Contracted Capacity (1) (%) (2) Siemens Gamesa Renewable Power Private Limited 38.6 % Suzlon Energy Limited 19.0 % Envision Energy International Limited, Hongkong 12.7 % Vestas Wind Technology India Pvt.
Similarly, for solar energy projects, we rely on OEM-provided data compatible with standard communication protocols compatible with popular cloud monitoring platform for centralized monitoring. To foster innovation, our ReD Lab (ReNew Digital Lab) brings together diverse teams to develop AI, ML, and advanced analytics solutions enabling us to leverage insights and optimize our operations.
Similarly, for solar energy projects, we rely on OEM-provided data compatible with standard communication protocols compatible with popular cloud monitoring platform for centralised monitoring. To foster innovation, our ReD Lab (ReNew Digital Lab) brings together diverse teams to develop advanced analytics solutions enabling us to leverage insights and optimise our operations.
Almost all of our utility-scale solar projects are self-operated and we provide continuous O&M services of plant preventive maintenance, round the clock security services, maintenance of switchyard and transmission line, supply of spares and consumables, plant monitoring and logging, insurance and warranty claims, module cleaning, vegetation control, seasonal tilt, photovoltaic module thermography, IV testing of photovoltaic modules, electroluminescence mass testing on a case to case basis, plant availability warranty and forecasting and scheduling.
Almost all of our utility-scale solar projects are self-operated and we provide continuous O&M services (through in-house O&M service group company) of plant preventive maintenance, round the clock security services, maintenance of switchyard and transmission line, supply of spares and consumables, plant monitoring and logging, insurance and warranty claims, module cleaning, vegetation control, seasonal tilt, photovoltaic module thermography, IV testing of photovoltaic modules, electroluminescence mass testing on a case to case basis, and plant availability warranty.
See also the section titled “ Business Overview — Financing ” under Item 4.B for more details. Approvals Upon identifying and acquiring or leasing the land needed for our projects, we begin the approvals process with relevant local and state agencies. For certain types of approvals, the process continues throughout the various stages of project development.
See also the section titled “Business Overview — Financing” under Item 4.B for more details. 55 Approvals Upon identifying and acquiring or leasing the land needed for our projects, we begin the approvals process with relevant local and state agencies. For certain types of approvals, the process continues throughout the various stages of project development.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table represents amounts of wind and solar power generated and sold, our weighted average commissioned capacity, along with our plant load factor for the years indicated: Year ended March 31, 2021 2022 2023 Wind Solar Wind Solar Wind Solar Commissioned capacity (1) (GW) 3.59 2.01 3.78 3.69 3.97 3.91 Weighted average operational capacity (2) (GW) 3.31 2.16 3.66 2.78 3.88 3.72 Plant load factor (%) 23.6% 22.8% 26.4% 23.3% 26.5% 24.9% Electricity generated (3) (kWh millions) 6,854 4,320 8,469 5,677 9,002 8,112 Revenue (4) (Rs. million) 29,411 18,737 33,861 24,060 36,009 32,105 Notes: (1) Commissioned capacity refers to capacity of projects for which a commissioning certificate has been issued and which have already started commercial operations and/or we supply power to offtakers (at the end of the reporting period).
Biggest changeThe following table represents amounts of wind and solar power generated and sold, our weighted average commissioned capacity, along with our plant load factor for the years indicated: Year ended March 31, 2022 2023 2024 Wind Solar Wind Solar Wind Solar Commissioned capacity (1) (GW) 3.78 3.69 3.97 3.91 4.46 4.31 Pre-commissioned revenue generating capacity (5) — — — — 0.27 0.38 Weighted average operational capacity (2) (GW) 3.66 2.78 3.88 3.72 4.28 4.09 Plant load factor (%) 26.4% 23.3% 26.5% 24.9% 27.6% 24.7% Electricity generated (3) (kWh millions) 8,469 5,677 9,002 8,112 10,243 8,794 Revenue (4) (Rs. million) 33,861 24,060 36,009 32,105 40,847 33,671 Notes: 1) Commissioned capacity refers to capacity of projects for which a commissioning certificate has been issued and which have already started commercial operations and/or we supply power to offtakers (at the end of the reporting period). 2) Weighted average operational capacity is calculated as electricity generated divided by the plant load factor and weighted by number of days for the reporting period. 3) Electricity sold is approximately 4% lower than the electricity generated as a result of electricity lost in transmission or due to power curtailments. 4) Revenue from the sale of power constitutes 99%, 90% and 94% of our revenue for the years ended March 31, 2022, 2023 and 2024, respectively. 5) Pre-commissioned revenue generating capacity refers to capacity of projects which have not been commissioned into the PPA yet but are operational, and are generating merchant revenue. 84 Our results of operations also depend on the utilization of our power generation assets, which largely depends on wind and solar resource availability, grid availability and equipment availability. • Wind and solar resource availability.
We are supported by high quality long-term global investors such as CPP Investments, ADIA, JERA, SACEF and public markets shareholders such as and we are led by an experienced management team under the leadership of our Founder, Chairman and Managing Director, Mr. Sumant Sinha, who has extensive experience across our operational and strategic focus areas.
We are supported by high quality long-term global investors such as CPP Investments, ADIA, JERA, SACEF and public markets shareholders and we are led by an experienced management team under the leadership of our Founder, Chairman and Managing Director, Mr. Sumant Sinha, who has extensive experience across our operational and strategic focus areas.
Almost all power generated from our projects is sold under long-term PPAs to central and state government agencies and public utilities, and private industrial and commercial off-takers. Our PPAs are generally structured in the following ways: • FiT .
Almost all power generated from our projects is sold under long-term PPAs to central and state government agencies and public utilities, and private commercial and industrial off-takers. Our PPAs are generally structured in the following ways: • FiT .
Dollars are provided solely for the convenience of the reader and are not part of our financial statements.
Dollars are provided solely for the convenience of the reader and are not part of our financial statements.
Dollars are provided solely for the convenience of the reader and are not part of our financial statements.
Dollars are provided solely for the convenience of the reader and are not part of our financial statements.
Investors are encouraged to review the related IFRS financial measures and the reconciliation of non-IFRS financial measures to their most directly comparable IFRS financial measures included below and to not rely on any single financial measure to evaluate our business.
Investors are encouraged to review the related IFRS financial measures and the reconciliation of non-IFRS financial measures to their most directly comparable IFRS financial measures included below and to not rely on any single financial measure to evaluate our business.
Dollars are provided solely for the convenience of the reader and are not part of our financial statements.
Dollars are provided solely for the convenience of the reader and are not part of our financial statements.
Net cash generated from operating activities Our net cash generated from operating activities was Rs. 65,572 million in the year ended March 31, 2023. Our operating profit before working capital changes was Rs. 61,884 million in the year ended March 31, 2023.
Our net cash generated from operating activities was Rs. 65,572 million in the year ended March 31, 2023. Our operating profit before working capital changes was Rs. 61,884 million in the year ended March 31, 2023.
Net cash used in investing activities Our net cash used in investing activities was Rs. 74,978 million in the year ended March 31, 2023.
Our net cash used in investing activities was Rs. 74,978 million in the year ended March 31, 2023.
Specifically, • revenue from our wind power segment increased by 6% to Rs. 36,009 million in the year ended March 31, 2023 from Rs. 33,861 million in the year ended March 31, 2022, as the power generated from our wind power projects increased by 6% from 8,469 kWh million in the year ended March 31, 2022 to 9,002 kWh million in the year ended March 31, 2023, while the plant load factor remained largely constant at 26.5% and 26.4%, respectively, in these years.
Specifically, • revenue from our wind power segment increased by 6% to Rs. 36,009 million in the year ended March 31, 2023 from Rs. 33,861 million in the year ended March 31, 2022, as the power generated from our wind power projects increased by 6% from 8,469 kWh million in the year ended March 31, 2022 to 9,002 kWh million in the year ended March 31, 2023, while the plant load 91 factor remained largely constant at 26.5% and 26.4%, respectively, in these years.
While we expect to fund the construction and development of our projects with a combination of cash flows from operations, debt financings and equity financings, our ability to arrange for such financing remains subject to various factors, including those affecting the macroeconomic environment. 81 We seek to maintain a careful balance between our exposure to fixed and floating interest rate instruments.
While we expect to fund the construction and development of our projects with a combination of cash flows from operations, debt financings and equity financings, our ability to arrange for such financing remains subject to various factors, including those affecting the macroeconomic environment. We seek to maintain a careful balance between our exposure to fixed and floating interest rate instruments.
Repayment terms are in the form of bullet payments, quarterly payments and half-yearly payments. 93 (2) These include debentures issued to our joint venture partner, ReNew Surya Roshni Private Limited. These debentures are compulsorily convertible into equity shares of ReNew Surya Roshni Private Limited at a pre-determined conversion ratio of 1:1.
Repayment terms are in the form of bullet payments, quarterly payments and half-yearly payments. (2) These include debentures issued to our joint venture partner, ReNew Surya Roshni Private Limited. These debentures are compulsorily convertible into equity shares of ReNew Surya Roshni Private Limited at a pre-determined conversion ratio of 1:1.
The Company defines Adjusted EBITDA as Profit/(loss) for the period plus (a) current and deferred tax, (b) finance costs and FV changes on derivative instruments, (c) change in fair value of warrants (if recorded as expense) (d) depreciation and amortisation, (e) listing expenses, (f) share based payment and other expense related to listing less (g) share in profit/(loss) of jointly controlled entities (h) finance income and FV change in derivative instruments, (I) change in fair value of warrants (if recorded as income).
The Company defines Adjusted EBITDA as Profit/(loss) for the period plus (a) current and deferred tax (income tax expenses) (b) finance costs and FV changes on derivative instruments, (c) change in fair value of warrants (if recorded as expense) (d) depreciation and amortization, (e) listing expenses, (f) share based payment and other expense related to listing less, (g) share in profit/(loss) of jointly controlled entities (h) finance income and FV change in derivative instruments, (i) change in fair value of warrants (if recorded as income).
Trend Information Other than as disclosed elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events since March 31, 2023 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events since March 31, 2024 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
(3) On October 4, 2021 (amended on January 18, 2022), we entered into a definitive agreement with Fourth Partner Energy to sell our entire distributed solar portfolio by transferring our 100% stake in ReNew Solar Energy Private Limited (“ReNew Solar”) along with its wholly owned subsidiaries and in January 2022, we completed the sale.
(2) On October 4, 2021 (amended on January 18, 2022), we entered into a definitive agreement with Fourth Partner Energy to sell our entire distributed solar portfolio by transferring our 100% stake in ReNew Solar Energy Private Limited (“ReNew Solar”) along with its wholly owned subsidiaries and in January 2022, we completed the sale.
Employee benefits expenses Our employee benefits expenses include (i) salaries, wages and bonuses, (ii) contribution to provident and other funds, (iii) share-based payments, (iv) gratuity expenses and (v) staff welfare expenses, paid to our employees. Depreciation and amortization Depreciation and amortization are recognized using the straight-line method over the estimated useful life of our solar and wind power projects.
Employee benefits expenses Our employee benefits expenses include (i) salaries, wages and bonuses, (ii) contribution to provident and other funds, (iii) share-based payments, (iv) gratuity expenses and (v) staff welfare expenses, paid to our employees. Depreciation and amortization Depreciation and amortization are recognised using the straight-line method over the estimated useful life of our solar and wind power projects.
Our net cash generated from financing activities was Rs. 90,038 million in the year ended March 31, 2022. This was primarily due to cash infused on account of the capital transaction involving issue of shares amounting to Rs. 67,978 million set off by cash paid amounting to Rs. 19,609 million to RPPL shareholders.
Our net cash generated from financing activities was Rs. 90,038 million in the year ended March 31, 2022. This was primarily due to cash infused on account of the capital transaction involving issue of shares amounting to Rs. 67,978 million set off by cash paid amounting to Rs. 19,609 million to RPL shareholders.
This has been a widely used metric by analysts to value our business, and hence we believe this will better help potential investors in analyzing the cash generation from our operating assets. We have disclosed CFe for our operational assets on a consolidated basis, which is not our cash from operations on a consolidated basis.
This has been a widely used metric by analysts to value our business, and hence we believe this will better help potential investors in analysing the cash generation from our operating assets. We have disclosed CFe for our operational assets on a consolidated basis, which is not our cash from operations on a consolidated basis.
We also incur unamortized ancillary borrowing costs that are written off during the fiscal year when the relevant loan is refinanced and if the terms of the new loans are substantially different from the refinanced loan. Income tax expense Our income tax expense consists of current and deferred income tax as applicable under Indian tax laws.
We also incur unamortised ancillary borrowing costs that are written off during the fiscal year when the relevant loan is refinanced and if the terms of the new loans are substantially different from the refinanced loan. Income tax expense Our income tax expense consists of current and deferred income tax as applicable under Indian tax laws.
We believe that we have adequately provided for contingencies which are likely to become payable. None of these contingencies are material to our financial condition, results of operations or cash flows. See Note 52(i) to our audited consolidated financial statements included in this Report for disclosure on contingent liabilities.
We believe that we have adequately provided for contingencies which are likely to become payable. None of these contingencies are material to our financial condition, results of operations or cash flows. See Note 47(i) to our audited consolidated financial statements included in this Report for disclosure on contingent liabilities.
See Note 4.2 to our audited consolidated financial statements included in this Report for information on recent accounting pronouncements.
See Note 4.2 to our audited consolidated financial statements included in this Report for information on recent accounting pronouncements. 100
Our large project portfolio in India creates a homogeneous spread of operations allowing us to be more efficient with our O&M coverage. This also enables us to negotiate more favorable terms from a diversified basis of O&M service providers. Financing Requirements We operate in a capital-intensive industry.
Our large project portfolio in India creates a homogeneous spread of operations allowing us to be more efficient with our O&M coverage. This also enables us to negotiate more favourable terms from a diversified basis of O&M service providers. Financing Requirements We operate in a capital-intensive industry.
Actual results may differ from these estimates under different assumptions and conditions. For a discussion of our significant accounting policies, see Note 4.1 to our audited consolidated financial statements included in this Report. Estimates and underlying assumptions are reviewed on an ongoing basis.
Actual results may differ from these estimates under different assumptions and conditions. For a discussion of our material accounting policies, see Note 4.1 to our audited consolidated financial statements included in this Report. Estimates and underlying assumptions are reviewed on an ongoing basis.
The increase was primarily due to an increase in interest income on term deposits and income derived from unwinding financial assets.
The increase was primarily due to an increase in interest income on term deposits and income derived from unwinding of financial assets.
Some of these limitations include: • it does not reflect cash expenditures or future requirements for capital expenditures or contractual commitments or foreign exchange gain/loss; • it does not reflect changes in, or cash requirements for, working capital; • it does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on outstanding debt; • it does not reflect payments made or future requirements for income taxes; and • although depreciation, amortization and impairment are non-cash charges, the assets being depreciated and amortized will often have to be replaced or paid in the future and Adjusted EBITDA does not reflect cash requirements for such replacements or payments. 89 A reconciliation is provided below for Adjusted EBITDA to the most directly comparable financial measure prepared in accordance with IFRS.
Some of these limitations include: • it does not reflect cash expenditures or future requirements for capital expenditures or contractual commitments or foreign exchange gain/loss; • it does not reflect changes in, or cash requirements for, working capital; • it does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on outstanding debt; • it does not reflect payments made or future requirements for income taxes; and • although depreciation, amortization and impairment are non- cash charges, the assets being depreciated and amortised will often have to be replaced or paid in the future and Adjusted EBITDA does not reflect cash requirements for such replacements or payments. 93 A reconciliation is provided below for Adjusted EBITDA to the most directly comparable financial measure prepared in accordance with IFRS.
Revenue from the sale of power is dependent on the amount of power generated by each of our projects and is recognized on the basis of the number of units of power supplied multiplied by the tariff per kWh in the PPA, feed-in tariff policy or market rates, as applicable.
Revenue from the sale of power is dependent on the amount of power generated by each of our projects and is recognised on the basis of the number of units of power supplied multiplied by the tariff per kWh in the PPA, feed-in tariff policy or market rates, as applicable.
Leasehold improvements related to our power projects are amortized over the shorter of the lease term or the underlying period of the PPA for that particular power project. Freehold land is not depreciated. Construction in progress is not depreciated until such projects are commissioned.
Leasehold improvements related to our power projects are amortised over the shorter of the lease term or the underlying period of the PPA for that particular power project. Freehold land is not depreciated. Construction in progress is not depreciated until such projects are commissioned.
We also plan to continue to manage equipment costs by having a diversified base of OEM vendors to protect us from over-reliance on any one vendor, and by utilizing our scale of operations to negotiate favorable terms with our OEM vendors.
We also plan to continue to manage equipment costs by having a diversified base of OEM vendors to protect us from over-reliance on any one vendor, and by utilizing our scale of operations to negotiate favourable terms with our OEM vendors.
The monsoon season in India runs from May to September (high wind months) and we generate a majority of our annual wind energy production during this period. Unfavorable wind conditions during the monsoon season could adversely affect production levels and our revenues.
The monsoon season in India runs from May to September (high wind months) and we generate a majority of our annual wind energy production during this period. Unfavourable wind conditions during the monsoon season could adversely affect production levels and our revenues.
CFe should be used as a supplemental measure and not in lieu of our financial results reported under IFRS. 90 A reconciliation is provided below for CFe to the most directly comparable financial measure prepared in accordance with IFRS.
CFe should be used as a supplemental measure and not in lieu of our financial results reported under IFRS. 94 A reconciliation is provided below for CFe to the most directly comparable financial measure prepared in accordance with IFRS.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our business, financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Report.
ITEM 5. OPERATING A ND FINANCIAL REVIEW AND PROSPECTS The following discussion of our business, financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Report.
Our audited consolidated financial statements as of March 31, 2023 and for each of the three years in the period ended March 31, 2023, discussed below have been prepared in accordance with IFRS as issued by the IASB . A.
Our audited consolidated financial statements as of March 31, 2024 and for each of the three years in the period ended March 31, 2024, discussed below have been prepared in accordance with IFRS as issued by the IASB. A.
See the section titled “ Liquidity and Capital Resources — Cash Flows Analysis — Indebtedness ” under Item 5.B for more details on our financing arrangements. 83 Finance costs are capitalized during the construction phase of a project and are recorded in the statement of profit or loss once the project commences operations.
See the section titled “ Liquidity and Capital Resources — Cash Flows Analysis — Indebtedness ” under Item 5.B for more details on our financing arrangements. Finance costs are capitalised during the construction phase of a project and are recorded in the statement of profit or loss once the project commences operations.
The increase is primarily due to the increase in plant load factor from 23.3% for the year ended March 31, 2022 to 24.9% for the year ended March 31, 2023 and increase in the commissioned capacity of 227 MW.
The increase was primarily due to the increase in plant load factor from 23.3% for the year ended March 31, 2022 to 24.9% for the year ended March 31, 2023 and increase in the commissioned capacity of 227 MW.
We rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights.
We rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and licence agreements to establish and protect our intellectual property rights.
Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements. Quantitative and Qualitative Disclosures about Financial Risks See section titled “Quantitative and Qualitative Disclosures about Market Risk” under Item 11. C. Research and Development, Patents and Licenses, etc.
Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements. Quantitative and Qualitative Disclosures about Financial Risks See section titled “Quantitative and Qualitative Disclosures about Market Risk” under Item 11. 99 C. Research and Development, Patents and licences, etc.
Our ability to access diversified pools of capital has enabled us to raise finance and refinance our projects regularly and on competitive terms to maximize our capital efficiency.
Our ability to access diversified pools of capital has enabled us to raise finance and refinance our projects regularly and on competitive terms to maximise our capital efficiency.
Our capital expenditure requirements comprise the development costs of our projects, including turbine purchase and installation costs, purchase of solar module panels and balance of plant components, labor costs, consultation and professional fees, interest accrued during construction and other project development costs, which include resource assessments, the cost to obtain permits and licenses and legal costs.
Our capital expenditure requirements comprise the development costs of our projects, including turbine purchase and installation costs, purchase of solar module panels and balance of plant components, labour costs, consultation and professional fees, interest accrued during construction and other project development costs, which include resource assessments, the cost to obtain permits and licences and legal costs.
Our contracts with third-party O&M providers are generally for a period ranging from five to 20 years, of which generally the first two or three years are provided free of charge for wind energy projects. We typically amortize O&M costs over the full contract period.
Our contracts with third -party O&M providers are generally for a period ranging from five to twenty years, of which generally the first two or three years are provided free of charge for wind energy projects. We typically amortise O&M costs over the full contract period.
Our strong track record of organic and inorganic growth is demonstrated by an increase in our operational capacity which has grown 4.0 times from the year ended March 31, 2017 to March 31, 2023.
Our strong track record of organic and inorganic growth is demonstrated by an increase in our operational capacity which has grown 4.8 times from the year ended March 31, 2017 to March 31, 2024.
Other expenses Our other expenses primarily comprise of O&M expenses, insurance expenses and legal and professional expenses. O&M services for wind energy projects and distributed solar energy projects are generally provided by third parties and for solar energy projects, the services are carried out in-house.
Other expenses Our other expenses primarily comprise of O&M expenses, insurance expenses and legal and professional expenses. O&M services for wind energy projects is largely provided by third parties and for solar energy projects, the services are carried out in-house.
(3) These loans are secured by a charge over all present and future immovable properties, movable assets, book debt, operating cash flows, receivables, commissions, revenue, all bank accounts and assignment of all rights, title, interests, benefits, claims etc. of project documents and insurance contracts of the respective subsidiary.
(3) These loans are secured by a charge over all present and future immovable properties, movable assets, book debt, operating cash flows, receivables, commissions, revenue, all bank accounts and assignment of all rights, title, interests, benefits, claims etc. of project documents and insurance contracts of the respective subsidiary. 97 (4) These loans are secured by a charge on immovable properties, tangible moveable assets, current assets and accounts.
Our finance costs and fair value change in derivative instruments for the years ended March 31, 2021, 2022 and 2023 were Rs. 38,281 million, Rs. 41,712 million and Rs. 50,966 million, respectively. Our financing costs typically include interest expense on the loans and other debt we incur for financing our projects and for working capital requirements.
Our finance costs and fair value change in derivative instruments for the years ended March 31, 2022, 2023 and 2024 were Rs. 41,712 million, Rs. 50,966 million and Rs. 47,506 million, respectively. Our financing costs typically include interest expense on the loans and other debt we incur for financing our projects and for working capital requirements.
Our weighted average interest cost of borrowings (excluding letters of credit and buyer’s credit) for the years ended March 31, 2021, 2022 and 2023 was 9.69%, 9.62% and 9.30 %, respectively. Rising interest rates could adversely affect our ability to secure financing on favorable terms and our cost of borrowings could, as a result, increase.
Our weighted average interest cost of borrowings (excluding letters of credit and buyer’s credit) for the years ended March 31, 2022, 2023 and 2024 was 9.62%, 9.30% and 9.09%, respectively. Rising interest rates could adversely affect our ability to secure financing on favourable terms and our cost of borrowings could, as a result, increase.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under IFRS.
Adjusted EBITDA has limitations as an analytical tool, and you should not be considered in isolation or as a substitute for analysis of our results as reported under IFRS.
Translations were made at the exchange rate of Rs. 82.19 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2023.
Translations were made at the exchange rate of Rs. 83.34 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2024.
Translations were made at the exchange rate of Rs. 82.19 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2023.
Translations were made at the exchange rate of Rs. 83.34 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2024.
O&M expenses in typical solar and wind energy projects range from Rs. 0.25 million to Rs. 0.8 million per MW and Rs. 0.7 million to Rs. 1.2 million per MW, respectively, and typically escalate at a rate of 5% per annum.
O&M expenses in typical solar and wind energy projects range from Rs. 0.25 million to Rs. 0.8 million per MW and Rs. 0.7 million to Rs. 1.4 million per MW, respectively, and typically escalate at a rate of approximately 4% per annum across projects.
For the years ended March 31, 2021, 2022 and 2023, our operation and maintenance expenses were Rs. 3,935 million, Rs. 4,929 million and Rs. 5,528 million, respectively, which represented 8%, 8% and 7% of our revenue for the respective periods.
For the years ended March 31, 2022, 2023 and 2024, our operation and maintenance expenses were Rs. 4,929 million, Rs. 5,528 million and 5,937 million, respectively, which represented 8%, 7% and 7% of our revenue for the respective periods.
Translations were made at the exchange rate of Rs. 82.19 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2023. B.
Translations were made at the exchange rate of Rs. 83.34 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2024.
Further, the policy allows addition of battery storage in hybrid projects so as to reduce variability of output power and provide higher energy output. See the section titled “ Business Overview — Government Regulations ” under Item 4.B.
Further, the policy allows addition of battery storage in hybrid 86 projects so as to reduce variability of output power and provide higher energy output. See the section titled “Business Overview — Government Regulations” under Item 4.B.
We present CFe as a supplemental measure of our performance. This measurement is not recognized in accordance with IFRS and should not be viewed as an alternative to IFRS measures of performance. The presentation of CFe should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
This measurement is not recognised in accordance with IFRS and should not be viewed as an alternative to IFRS measures of performance. The presentation of CFe should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
This was primarily due to purchases of property, plant and equipment, intangible assets and right of use assets of Rs. 89,830 million in connection with our increased operational capacity, investment in deposits having residual maturity more than 3 months (net) of Rs. 24,770 million, acquisition of subsidiaries, net of cash acquired of Rs. 15,929 million and loans given of Rs. 950 million partially offset by disposal of subsidiary of Rs. 4,765 million and interest received of Rs. 1,759 million. 92 Our net cash used in investing activities was Rs. 17,412 million in the year ended March 31, 2021.
This was primarily due to purchases of property, plant and equipment, intangible assets and right of use assets of Rs. 89,830 million in connection with our increased operational capacity, investment in deposits having residual maturity more than 3 months (net) of Rs. 24,770 million, acquisition of subsidiaries, net of cash acquired of Rs. 15,929 million and loans given of Rs. 950 million partially offset by disposal of subsidiary of Rs. 4,765 million and interest received of Rs. 1,759 million. 96 Net cash generated from financing activities Our net cash generated from financing activities was Rs. 82,417 million in the year ended March 31, 2024.
We define CFe as Adjusted EBITDA add non-cash expense and finance income and fair value change in derivative instruments, less interest expense paid, tax paid/(refund) and normalized loan repayments. Normalized loan repayments are repayment of scheduled payments as per the loan agreement. Ad hoc payments and refinancing are not included in normalized loan repayments.
We define CFe as Adjusted EBITDA add non- cash expense and finance income and fair value change in derivative instruments, less interest expense paid, tax paid/(refund) and normalised loan repayments. Normalised loan repayments are repayment of scheduled payments as per the loan agreement.
We currently import equipment, mainly solar module panels, from China. To promote domestic growth and cut dependence on foreign supplies, the Government of India has imposed safeguard duties and also recently announced in March 2021, a basic customs duty of 40% on solar modules and 25% on solar cells imported from April 1, 2022.
To promote domestic growth and cut dependence on foreign supplies, the Government of India has imposed safeguard duties and also recently announced in March 2021, a basic customs duty of 40% on solar modules and 25% on solar cells imported from April 1, 2022.
Due to the rapid expansion of wind turbine and solar panel technology, increasing competition and a significant decrease in input costs resulting from increased economies of scale and decreasing raw material costs, the market prices of wind turbines and solar module panels have generally declined in recent years. However, other factors may cause the price of such equipment to increase.
Due to the rapid expansion of wind turbine and solar panel technology, increasing competition and a significant decrease in input costs resulting from increased economies of scale and decreasing raw material costs, the market prices of wind turbines and solar module panels have generally declined in recent years.
We also intend to engage in manufacturing solar cells and modules that are subject to higher import duties to manage costs. We are currently developing manufacturing capabilities with nameplate capacities of 2 GW solar cell and 6.4 GW solar module manufacturing facilities in the states of Rajasthan and Gujarat.
We are also engaged in manufacturing of solar panels that have been subject to higher import duties to manage costs. We are currently developing manufacturing capabilities with nameplate capacities of 2 GW solar cell and 6.4 GW solar module manufacturing facilities in the states of Rajasthan and Gujarat.
As of March 31, 2023, projects with PPAs structured on the basis of FiT accounted for 21.5% of our total capacity with either FiT, bidding-based tariffs or bilaterally agreed tariffs. • Bidding-based tariffs. The renewable energy landscape in India has moved away from FiT structure to an auction bidding structure for determining tariff.
As of March 31, 2024, projects with PPAs structured on the basis of FiT accounted for 19% of our total capacity. • Bidding-based tariffs. The renewable energy landscape in India has moved away from FiT structure to an auction bidding structure for determining tariff.
PPAs with bidding-based tariffs have an initial term of 25 years with tariffs generally fixed for the entire duration of the PPA. As of March 31, 2023, projects with PPAs structured on the basis of bidding-based tariffs accounted for 66.4% of our total capacity with either FiT, bidding-based tariffs or bilaterally agreed tariffs. • Bilaterally agreed tariffs .
PPAs with bidding-based tariffs have an initial term of 25 years with tariffs generally fixed for the entire duration of the PPA. As of March 31, 2024, projects with PPAs structured on the basis of bidding-based tariffs accounted for 63% of our total capacity. 83 • Bilaterally agreed tariffs .
In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies.
In addition, the tax positions of companies can vary because of their differing impact of tax provisions from time to time and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies.
This was primarily due to proceeds from long-term interest-bearing loans and borrowings of Rs. 153,602 million, proceeds from short-term borrowings of Rs. 92,970 million, proceeds from shares and compulsory convertible debentures issued by subsidiaries of Rs. 17,758 million offset by repayment of long-term interest-bearing loans and borrowings of Rs. 122,466 million, repayment of short-term interest-bearing loans and borrowings of Rs. 65,195 million, payment for put options exercised during the period by our Founder of Rs. 980 million, interest paid of Rs. 42,743 million, payment of lease liabilities (including payment of interest expense) of Rs. 534 million and shares bought back, held as treasury shares of Rs. 13,276 million.
This was primarily due to proceeds from interest- bearing loans and borrowings of Rs. 246,572 million, proceeds from shares and compulsory convertible debentures issued by subsidiaries of Rs. 17,758 million offset by repayment of interest -bearing loans and borrowings of Rs. 187,661 million, payment for put options exercised during the period by our Founder of Rs. 980 million, interest paid of Rs. 42,743 million, payment of lease liabilities (including payment of interest expense) of Rs. 534 million and shares bought back, held as treasury shares of Rs. 13,276 million.
E. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based on our audited consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB.
For additional information, see “Operating Results” under Item 5.A. E. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based on our audited consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB.
As of March 31, 2023, capital commitment (net of advances) pertaining to commissioning of wind and solar energy projects aggregated to Rs. 119,739 million.
As of March 31, 2024, capital commitment (net of advances) pertaining to commissioning of wind and solar energy projects aggregated to Rs. 56,857 million.
Expenses allocated to projects under construction are capitalized and form part of project costs. Expenses reported in the statement of profit or loss are net of amounts capitalized for projects under construction. Raw materials and consumables Raw materials and consumables used represents expenses incurred towards construction of transmission projects.
Expenses reported in the statement of profit or loss are net of amounts capitalised for projects under construction. Raw materials and consumables Raw materials and consumables used represents expenses incurred towards construction of transmission projects.
For a description of each of these services, see the section titled “ Business Overview ” under Item 4.B. 82 Other operating income Our other operating income refers to income from our operations other than those related to generation of power, and it includes (i) income from sale of carbon credits, which are the certificates issued for reduction of greenhouse emissions for the projects registered under Clean Development and Verified Carbon Standard mechanisms and (ii) income from leases to third parties for using our project sites and equipment.
Other operating income Our other operating income refers to income from our operations other than those related to generation of power, and it includes (i) income from sale of carbon credits, which are the certificates issued for reduction of greenhouse emissions for the projects registered under Clean Development and Verified Carbon Standard mechanisms and (ii) income from leases to third parties for using our project sites and equipment.
Other transactions included, repayment of long-term interest-bearing loans and borrowings of Rs. 109,513 million, repayment of short-term interest-bearing loans and borrowings of Rs. 103,728 million, acquisition of interest by non-controlling interest in subsidiaries of Rs. 1,450 million, interest paid of Rs. 34,553 million, payment for acquisition of subsidiary’s interest from non-controlling interest of Rs. 737 million, payment made for repurchase of vested share options of Rs. 610 million, payment of lease liabilities (including payment of interest expense) of Rs. 295 million and shares pending cancellation of Rs. 1,315 million, offset by proceeds from long-term interest-bearing loans and borrowings of Rs. 192,905 million, proceeds from short-term borrowings of Rs. 98,044 million.
Other transactions included, repayment of interest-bearing loans and borrowings of Rs. 213,241 million, interest paid of Rs. 34,553 million, payment for acquisition of subsidiary’s interest from non-controlling interest of Rs. 737 million, payment made for repurchase of vested share options of Rs. 610 million, payment of lease liabilities (including payment of interest expense) of Rs. 295 million and shares pending cancellation of Rs. 1,315 million, offset by proceeds from interest-bearing loans and borrowings of Rs. 290,949 million and acquisition of interest by non-controlling interest in subsidiaries of Rs. 1,450 million.
We have a robust financial position and demonstrated access to a diversified pool of capital from Indian and international investors, lenders and other capital providers. Our total income has grown from Rs. 54,491 million in the year ended March 31, 2021 to Rs. 89,309 million in the year ended March 31, 2023.
We have a robust financial position and demonstrated access to a diversified pool of capital from Indian and international investors, lenders and other capital providers. Our total income has grown from Rs. 69,195 million in the year ended March 31, 2022 to Rs. 96,531 million in the year ended March 31, 2024.
The manufacturing plants are expected to be commissioned in phases over the next two fiscal years. Contractual Obligations and Contingent Liabilities In addition to payment obligations under borrowings, we also have continuing obligations to make certain payments.
During fiscal year 2024, we have commissioned 4 GW solar module manufacturing facility the remaining manufacturing plants are expected to be commissioned in phases over the next fiscal year. Contractual Obligations and Contingent Liabilities In addition to payment obligations under borrowings, we also have continuing obligations to make certain payments.
The following table presents a reconciliation of Adjusted EBITDA to loss for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years indicated: Year ended March 31, 2021 2022 2023 2023 (Rs. in millions) (US$ in millions) Loss for the year (8,032) (16,128) (5,029) (61) Less: Finance income and fair value change in derivative instruments (3,354) (2,013) (2,910) (35) Add / (less): Share in loss/ (profit) of jointly controlled entities 45 — (93) (1) Add: Depreciation and amortization 12,026 13,764 15,901 193 Add: Finance costs and fair value change in derivative instruments 38,281 41,712 50,966 620 Add/ (less): Change in fair value of warrants — 690 (1,356) (17) Add: Listing and related expenses — 10,512 — — Add: Income tax expense 2,904 3,895 2,559 31 Add: Share based payment expense related to listing — 2,712 1,966 24 Adjusted EBITDA 41,870 55,144 62,004 754 Notes : (1) Translations of Indian Rupee amounts to U.S.
The following table presents a reconciliation of Adjusted EBITDA to profit / (loss) for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years indicated: Year ended March 31, 2022 2023 2024 2024 (Rs. in millions) (US$ in millions) Profit / (Loss) for the year (16,128 ) (5,029 ) 4,147 50 Less: Finance income and fair value change in derivative instruments (2,013 ) (2,910 ) (5,272 ) (63 ) Add / (less): Share in loss/ (profit) of jointly controlled entities — (93 ) 155 2 Add: Depreciation and amortization 13,764 15,901 17,583 211 Add: Finance costs and fair value change in derivative instruments 41,712 50,966 47,506 570 Add/ (less): Change in fair value of warrants 690 (1,356 ) (551 ) (7 ) Add: Listing and related expenses 10,512 — — — Add: Income tax expense 3,895 2,559 3,995 48 Add: Share based payment expense 2,712 1,966 1,653 20 Adjusted EBITDA 55,144 62,004 69,216 831 Notes : (1) Translations of Indian Rupee amounts to U.S.
We believe that external consumers of our financial statements, including investors and research analysts, use CFe both to assess ReNew Power’s performance and as an indicator of its success in generating an attractive risk-adjusted total return, assess the value of the business and the platform.
Our business owns high-value, long-lived assets capable of generating substantial Cash Flows to Equity over time. We believe that external consumers of our financial statements, including investors and research analysts, use CFe both to assess our performance and as an indicator of its success in generating an attractive risk-adjusted total return, assess the value of the business and the platform.
The following table present a reconciliation of CFe to Adjusted EBITDA for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years indicated: For the year ended March 31, Particulars 2021 2022 2023 2023 (Rs. in millions) (US$ in millions) Adjusted EBITDA 41,870 55,144 62,004 754 Less: Share based payments expense (cash settled) and others (681) (940 ) — — Add: Finance income and fair value change in derivative instruments 3,354 2,013 2,910 35 Less:- Interest paid in cash (33,528 ) (34,553 ) (38,306 ) (466 ) Less:- Tax paid / (refund) 254 (3,087) (2,084 ) (26 ) Less: Normalized loan repayment (5,347 ) (5,717 ) (9,865 ) (120 ) Add:- Other non-cash items 769 27 578 7 Total CFe 6,691 12,888 15,237 185 Notes : (1) Translations of Indian Rupee amounts to U.S.
The following table present a reconciliation of CFe to Adjusted EBITDA for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years indicated: Particulars For the year ended March 31, 2022 2023 2024 2024 (Rs. in millions) (US$ in millions) Adjusted EBITDA 55,144 62,004 69,216 831 Less: Share based payments expense (cash settled) and others (940 ) — — — Add: Finance income and fair value change in derivative instruments 2,013 2,910 5,272 63 Less: - Interest paid in cash (34,553 ) (38,306 ) (42,337 ) (508 ) Less: - Tax paid / (refund) (3,087 ) (2,084 ) (3,294 ) (40 ) Less: Normalised loan repayment (5,717 ) (9,865 ) (17,451 ) (209 ) Add: - Other non-cash items 27 578 2,259 27 Total CFe 12,888 15,237 13,665 164 Notes : (1) Translations of Indian Rupee amounts to U.S.
In order to fund expenses at the ReNew Global level, we may upstream cash from ReNew India subject to ReNew India complying with applicable regulatory and contractual (including borrowing-related) restrictions. 91 Cash Flows Analysis Our summarized statement of consolidated cash flows is set forth below: For the year ended March 31, Particulars 2021 2022 2023 2023 (Rs. in millions) (US$ in millions) Net cash generated from operating activities 32,081 42,390 65,572 798 Net cash used in investing activities (17,412 ) (124,747 ) (74,978 ) (912 ) Net cash generated from/(used in) financing activities (7,079) 90,038 19,113 233 Net increase in cash and cash equivalents 7,590 7,681 9,707 118 Cash and cash equivalents at the beginning of the year 13,089 20,679 28,379 345 Effects of exchange rate changes on cash and cash equivalents — 19 96 1 Cash and cash equivalents at the end of the year 20,679 28,379 38,182 465 Notes : (1) Translations of Indian Rupee amounts to U.S.
In order to fund expenses at the ReNew Global level, we may upstream cash from ReNew India subject to ReNew India complying with applicable regulatory and contractual (including borrowing-related) restrictions. 95 Cash Flows Analysis Our summarised statement of consolidated cash flows is set forth below: Particulars For the year ended March 31, 2022 2023 2024 2024 (Rs. in millions) (US$ in millions) Net cash generated from operating activities 42,390 65,572 68,931 827 Net cash used in investing activities (124,747 ) (74,978 ) (162,535) (1,950 ) Net cash generated from financing activities 90,038 19,113 82,417 989 Net increase / (decrease) in cash and cash equivalents 7,681 9,707 (11,187 ) (134 ) Cash and cash equivalents at the beginning of the year 20,679 28,379 38,182 458 Effects of exchange rate changes on cash and cash equivalents 19 96 26 0 Cash and cash equivalents at the end of the year 28,379 38,182 27,021 324 Notes : (1) Translations of Indian Rupee amounts to U.S.
The table below summarizes certain terms of our long-term interest-bearing loans and borrowings financing arrangements as of March 31, 2023: Particulars Amount outstanding Nominal interest rate Maturity (Rs. in millions) Non-convertible debentures (1) 70,888 6.03% - 11.50% April 2024 to February 2053 Compulsorily convertible debentures (2) 16,999 8.00% - 13.00% June 2026 to June 2061 Term loans from banks (3) 102,703 7.61% - 11.49% January 2024 to June 2042 Term loans from financial institutions (4) 174,350 7.50% - 11.15% April 2024 to January 2044 Senior secured notes (5) 102,353 4.89% - 6.18% March 2027 to July 2028 Notes : (1) These debentures are secured by way of pari passu charge over the respective subsidiary’s immovable properties, movable assets, current assets, cash accruals including but not limited to current assets, receivables, book debts, cash and bank balances and loans and advances, present and future.
The table below summarises certain terms of our long-term interest-bearing loans and borrowings financing arrangements as of March 31, 2024: Particulars Amount outstanding Nominal interest rate Maturity (Rs. in millions) Non-convertible debentures (1) 59,217 6.03% - 11.50% November 2024 to January 2054 Compulsorily convertible debentures (2) 18,536 8.00% - 13.00% March 2027 to June 2061 Term loans from banks (3) 145,470 7.96% - 9.80% October 2024 to March 2051 Term loans from financial institutions (4) 203,284 7.50% - 11.25% April 2024 to January 2044 Senior secured notes (5) 136,996 4.50% - 7.95% July 2026 to July 2028 Optionally convertible debentures (6) 2,358 8.00% May 2053 to July 2053 Notes : (1) These debentures are secured by way of pari passu charge over the respective subsidiary’s immovable properties, movable assets, current assets, cash accruals including but not limited to current assets, receivables, book debts, cash and bank balances and loans and advances, present and future.
Translations were made at the exchange rate of Rs. 82.19 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2023. Cash Flow to Equity (CFe) CFe is a non-IFRS financial measure.
Translations were made at the exchange rate of Rs. 83.34 per $1.00, being the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2024.
In many instances we were paying MAT as some of our subsidiaries falling under higher normal tax were opting for tax holidays that are applicable for 10 consecutive years out of a 15-year period. The excess of MAT over normal tax was accounted as MAT credit which could be utilized in case normal tax is more than MAT.
In many instances we were paying MAT as some of our subsidiaries falling under higher normal tax were opting for tax holidays that are applicable for 10 consecutive years out of a 15-year period.
As of March 31, 2023, we had Rs. Rs. 530,407 million of total borrowings (including CCDs of Rs. 16,999 million), comprising long-term interest-bearing loans and borrowings, short-term interest-bearing loans and borrowings and current maturities of long-term interest-bearing loans and borrowings.
As of March 31, 2024, we had Rs. 647,316 million of total borrowings (including CCDs of Rs. 18,536 million), comprising long-term interest-bearing loans and borrowings, short-term interest-bearing loans and borrowings and current maturities of long-term interest-bearing loans and borrowings.
We finance our capital expenditure requirements through external borrowings and internal cash flows. We spent Rs. 24,482 million, Rs. 89,830 million and Rs. 86,364 million to purchase of property, plant and equipment, intangible assets and right of use assets, as per the cash flow statement of the respective periods, in the years ended March 31, 2021, 2022 and 2023, respectively.
We spent Rs. 89,830 million, Rs. 86,364 million and Rs. 153,839 million to purchase of property, plant and equipment, intangible assets and right of use assets, as per the cash flow statement of the respective periods, in the years ended March 31, 2022, 2023 and 2024, respectively.
Finance costs and fair value change in derivative instruments Our finance costs and fair value change in derivative instruments increased by 22% to Rs. 50,966 million in the year ended March 31, 2023 from Rs. 41,712 million in the year ended March 31, 2021, primarily due to higher borrowing amounts related to increased capacity as well as, non-cash mark to market adjustments of Rs. 6,816 million Income tax expense Our income tax expense (comprising of current tax, deferred tax and adjustment of current tax relating to earlier years) decreased to Rs. 2,559 million in the year ended March 31, 2023 from Rs. 3,895 million in the year ended March 31, 2022.
Other expenses Our other expenses increased by 37% to Rs. 13,636 million in the year ended March 31, 2023 from Rs. 9,925 million in the year ended March 31, 2022, primarily driven by capacity additions, increased travel costs, and a charge of Rs. 1,430 million for liquidated damages and impairment of carbon credits Finance costs and fair value change in derivative instruments Our finance costs and fair value change in derivative instruments increased by 22% to Rs. 50,966 million in the year ended March 31, 2023 from Rs. 41,712 million in the year ended March 31, 2022, primarily due to higher borrowing amounts related to increased capacity as well as, non-cash mark to market adjustments of Rs. 6,816 million 92 Income tax expense Our income tax expense (comprising of current tax and deferred tax) decreased to Rs. 2,559 million in the year ended March 31, 2023 from Rs. 3,895 million in the year ended March 31, 2022.
We also share some of our technology and know-how with our vendors in connection with the supply of equipment for the development of our projects, and therefore ensure that we obtain adequate safeguards against any potential intellectual property infringement by our vendors. 95 D.
We also share some of our technology and know-how with our vendors in connection with the supply of equipment for the development of our projects, and therefore ensure that we obtain adequate safeguards against any potential intellectual property infringement by our vendors. For a more detailed discussion of our research and development policies, see “Technology and R&D” under Item 4.B.
Other income Our other income decreased to Rs. 4,581 million in the year ended March 31, 2023 from Rs. 5,139 million in the year ended March 31, 2022, primarily due to lower compensation for loss of revenue in the year ended March 31, 2023. 86 Expenses Raw materials and consumables The cost of raw materials consumables used increased to Rs. 6,956 million in the year ended March 31, 2023 from Rs. 324 million in the year ended March 31, 2022, primarily due to cost of construction recognized for transmission projects in the year ended March 31, 2023.
Expenses Raw materials and consumables used The cost of raw materials and consumables used increased to Rs. 6,956 million in the year ended March 31, 2023 from Rs. 324 million in the year ended March 31, 2022, primarily due to cost of construction recognised for transmission projects in the year ended March 31, 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

133 edited+77 added−54 removed69 unchanged
Biggest changeESG Performance o ESG performance to be evaluated via Sustainalytics’ ESG Risk Rating scale on an annual basis over a three-year period o ESG Risk Category: Negligible – 125% of Target; Low – 100% of Target, Medium – 75% of Target; High or Severe – 0% of Target Vesting R-TSR Performance o R-TSR Performance to be evaluated on the basis of ReNew’s TSR performance in comparison to other companies’ TSR performance in the S&P Global Clean Energy Index (or such other Index as may be fixed by the Board from time to time) over a 3-year period starting the date of grant (no annual assessment) o R-TSR Modifier ranges from -25% (Bottom Quartile performance) to +25% (Top Quartile performance). o Overall vesting to have a swing from 50% to 150% (i.e., 75%-25% to 125%+25%).There would be straight line interpolation between Bottom and Top Quartiles R-TSR modifier vesting % will be added to the vesting % computed on the basis of Financial and ESG performance at the end of the third year from the date of grant 103 The above performance measures have been selected keeping in mind a mix of factors, including: 1. strong alignment of the plan to ReNew’s core financial performance, sustainability and shareholder value; 2. the measures are objective and easy to measure; and 3.
Biggest changeRelative-Total Shareholder Return Performance (R-TSR) The numbers of Performance Based Units that will vest on the basis of Financial Performance and ESG Performance calculated as set out above will, however, be modified as follows. o R-TSR Performance will be evaluated on the basis of ReNew’s TSR performance in comparison to other companies’ TSR performance in the S&P Global Clean Energy Index (or such other Index as may be approved by the Remuneration Committee from time to time) over the same period of 3 fiscal years (1st day of the first fiscal and the last day of the last fiscal) as financial performance evaluation] (no annual assessment) o The R-TSR Vesting Modifier ranges from -25% of Target (Bottom Quartile performance) to +25% (Top Quartile performance). o The R-TSR Vesting Modifier percentage will be added to / reduced from (as the case may be) the vesting percentage computed on the basis of Financial Performance and ESG Performance at the end of the third year from the Grant Date. o The overall number of Performance Based Units vesting following such modification in respect of each metric (excluding those for which no shares vest) therefore will range from 50% at threshold performance to 150% at maximum performance (i.e., 75%-25% to 125%+25%).
Ms. Giadrossi has experience in leading and participating in audit, risk, sustainability, and remuneration committees. Ms. Giadrossi’s executive career has spanned 30 years in energy, engineering, and capital goods. From 2014 to 2016 she was President, Europe, Africa, India, for Technip, an engineering company, and from 2012 to 2014 she was EVP, Head of Operations, for Aker Solutions.
Ms. Giadrossi has experience in leading and participating in audit, risk, sustainability, and remuneration committees. Ms. Giadrossi's executive career has spanned 30 years in energy, engineering, and capital goods. From 2014 to 2016 she was President in, Europe, Africa, India, for Technip, an engineering company, and from 2012 to 2014 she was EVP, Head of Operations, for Aker Solutions.
Prior to that, she was VP and General Manager, EMEA, for Dresser Rand (now Siemens Energy). She spent 10 years with General Electric Company in several executive positions, notably General Manager for GE’s Oil and Gas, Refinery & Petrochemicals Division, a position she held until 2005. Ms. Giadrossi started her career at The Boston Consulting Group.
Prior to that, she was VP and General Manager, EMEA, for Dresser Rand (now Siemens Energy). Ms. Giadrossi spent 10 years with General Electric Company in several executive positions, notably General Manager for GE’s Oil and Gas, Refinery & Petrochemicals Division, a position held until 2005. She started her career at The Boston Consulting Group.
SARs entitle their holder, upon exercise, to receive from the Company an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date.
SARs entitle their holder, upon exercise, to receive from the Company an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date.
The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant.
The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant.
Other share or cash based awards are awards of cash, fully vested ordinary shares and other awards valued wholly or partially by referring to, or otherwise based on, ordinary shares or other property.
Other share or cash-based awards are awards of cash, fully vested ordinary shares and other awards valued wholly or partially by referring to, or otherwise based on, ordinary shares or other property.
Other share or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.
Other share or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.
Board Practices Foreign Private Issuer Status We currently follow the practice of our home country, England and Wales, in lieu of the corporate governance requirements of Nasdaq in respect of the following: • the requirement under Rule 5605(d) of the Nasdaq listing rules that a compensation committee comprises solely independent directors governed by a compensation committee charter overseeing executive compensation; • the requirement under Rule 5605(e) of the Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprising solely independent directors; • the requirement under Rule 5605(b)(2) of the Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present; • the requirement under Rule 5620(c) of the Nasdaq listing rules that the quorum for any meeting of our shareholders be not less than 33 1/3% of outstanding voting shares; and • Nasdaq Rule 5635, which requires that a listed issuer obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) certain transactions other than public offerings.
Board Practices Foreign Private Issuer Status We currently follow the practice of our home country, England and Wales, in lieu of the corporate governance requirements of Nasdaq in respect of the following: • the requirement under Rule 5605(d) of the Nasdaq listing rules that a compensation committee comprises solely independent directors governed by a compensation committee charter overseeing executive compensation; 117 • the requirement under Rule 5605(e) of the Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprising solely independent directors; • the requirement under Rule 5605(b)(2) of the Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present; • the requirement under Rule 5620(c) of the Nasdaq listing rules that the quorum for any meeting of our shareholders be not less than 33 1/3% of outstanding voting shares; and • Nasdaq Rule 5635, which requires that a listed issuer obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) certain transactions other than public offerings.
The Audit Committee is responsible for, among other things: • overseeing the work of the Company’s independent auditors; • regularly reviewing the independence of the Company’s independent auditors. • reviewing and approving all related party transactions on an ongoing basis; • reviewing and discussing the Company’s financial statements with management and the Company’s independent auditors; • periodically reviewing and reassessing the adequacy of the Company’s audit committee charter; • considering the adequacy of the Company’s internal accounting controls; • reviewing the scope and design, implementation and evaluation of the Company’s internal audit function and the performance of the internal audit function; • establishing procedures for the receipt, retention and treatment of complaints received from the Company’s personnel regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by the Company’s personnel of concerns regarding questionable accounting or auditing matters; • meeting separately and periodically with management and the Company’s internal and independent auditors; • reviewing the Company’s code of ethics annually; • reporting regularly to the Company’s full Board of Directors; and • carrying out such other matters that are specifically delegated to the Audit Committee by the Board from time-to-time.
The Audit Committee is responsible for, among other things: • overseeing the work of the Company’s independent auditors; • regularly reviewing the independence of the Company’s independent auditors; • reviewing and approving all related party transactions on an ongoing basis; • reviewing and discussing the Company’s financial statements with management and the Company’s independent auditors; • periodically reviewing and reassessing the adequacy of the Company’s audit committee charter; • considering the adequacy of the Company’s internal accounting controls; 119 • reviewing the scope and design, implementation and evaluation of the Company’s internal audit function and the performance of the internal audit function; • establishing procedures for the receipt, retention and treatment of complaints received from the Company’s personnel regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by the Company’s personnel of concerns regarding questionable accounting or auditing matters; • meeting separately and periodically with management and the Company’s internal and independent auditors; • reviewing the Company’s code of ethics annually; • reporting regularly to the Company’s full Board of Directors; and • carrying out such other matters that are specifically delegated to the Audit Committee by the Board from time-to-time.
Sinha is entitled to be granted: (a) ‘time-based options’ to purchase 3,687,354 Class A Ordinary Shares in the Company on August 23, 2022 and then, subject to his continued employment through each grant date, on August 23 in each of 2023, 2024 and 2025; and (b) ‘performance-based options’ to purchase 921,839 Class A Ordinary Shares in the Company within 60 days following the end of the Company’s financial years ending on March 31 in 2022, 2023, 2024 and 2025, subject to Mr.
Sinha is entitled to be granted: (a) ‘time -based options’ to purchase 3,687,354 Class A Ordinary Shares, respectively, in the Company on August 23, 2022 and on August 23, 2023, and then, subject to his continued employment through each grant date, on August 23 in each of 2024 and 2025; and (b) ‘performance-based options’ to purchase 921,839 Class A Ordinary Shares in the Company within 60 days following the end of the Company’s financial years ending on March 31 in 2022, 2023, 2024 and 2025, subject to Mr.
Yuzhi Wang is a Portfolio Manager in the Infrastructure Department at Abu Dhabi Investment Authority (“ADIA”), where he is responsible for sourcing, executing and managing investments across the transport, utilities, energy, and digital infrastructure sectors with a primary focus on Asia. He has over 10 years of infrastructure investing experience across Asia, Europe, and the Americas. Mr.
Yuzhi Wang is a Portfolio Manager in the Infrastructure Department at Abu Dhabi Investment Authority (“ADIA”), where he is responsible for sourcing, executing and managing investments across the transport, utilities, energy, and digital infrastructure sectors with a primary focus on Asia. He has over 10 years of infrastructure investing experience across Asia, Europe, and the Americas.
Sir Sumantra worked from 2016 to 2022 as a Global Commissioner of the New Climate Economy network and from 2020 to 2021 was a member of the WHO Pan-European Commission on Health and Sustainable Development, and of the Commission for Smart Government in the U.K.
Sir Sumantra worked from 2016 to 2022 as a Global Commissioner of the New Climate Economy network and from 2020 to 2021 as a member of the WHO Pan-European Commission on Health and Sustainable Development, and of the Commission for Smart Government in the U.K..
Shares available for awards An aggregate of 300,000 Class A Ordinary Shares was initially available for issuance under the Non-Employee 2021 Plan; provided that in no event shall the aggregate number of ordinary shares issued under the Non-Employee 2021 Plan exceed a number equal to (i) the number of ordinary shares available for issuance under the Employee 2021 Plan minus (ii) the number of ordinary share issued under the Employee 2021 Plan.
Shares available for awards An aggregate of 300,000 Class A Ordinary Shares was initially available for issuance under the Non -Employee 2021 Plan; provided that in no event shall the aggregate number of ordinary shares issued under the Non-Employee 2021 Plan exceed a number equal to (i) the number of ordinary shares available for issuance under the Employee 2021 Plan minus (ii) the number of ordinary shares issued under the Employee 2021 Plan.
This CPP Investments team focuses on evaluation and management of investments in core infrastructure and energy sectors such as transportation, renewable energy generation and utilities. Prior to joining CPP Investments in 2018, Ms. Saha was an MD at JP Morgan India Pvt.
This CPP Investments team focuses on evaluation and management of investments in core infrastructure and energy sectors such as transportation, renewable energy generation and utilities. Prior to joining CPP Investments in 2018, Ms. Saha was MD at JP Morgan India Pvt.
She is a graduate in Public Relations & Communication from Stella Maris College, India and holds an MBA in Marketing and Advertising from the University of Madras, India. She also holds an MBA degree in MIS & Accounting from the University of Houston, United States. Ms.
She is a graduate in Public Relations & Communication 102 from Stella Maris College, India and holds an MBA degree in Marketing and Advertising from the University of Madras, India. She also holds an MBA degree in MIS & Accounting from the University of Houston, United States. Ms.
The terms and conditions applicable to restricted shares and RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the Non-Employee 2021 Plan. 108 • Other Share or Cash Based Awards .
The terms and conditions applicable to restricted shares and RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the Non-Employee 2021 Plan. • Other Share or Cash Based Awards.
The term of an option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant shareholders). 105 • Restricted Share and RSUs.
The term of an option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant shareholders). • Restricted Share and RSUs.
Sinha’s execution of a release of claims in favor of the Company, he will be entitled to receive (i) 18 months’ base salary and target bonus, (ii) a prorated portion of his annual bonus for the year of termination, (iii) a payment in lieu of 18 months’ medical coverage paid by the Company and (iv) accelerated granting and vesting of options in accordance with the 2021 Plan and Mr.
Sinha’s execution of a release of claims in favour of the Company, he will be entitled to receive (i) 18 months’ base salary and target bonus, (ii) a prorated portion of his annual bonus for the year of termination, (iii) a payment in lieu of 18 months’ medical coverage paid by the Company and (iv) accelerated granting and vesting of options in accordance with the 2021 Plan and Mr.
The Nomination Committee will annually review the Board committee structure and recommend to the Board for its approval, directors to serve as members of each committee; • Corporate Governance Guidelines. The Nomination Committee will develop and recommend to the Board the Corporate Governance Guidelines.
The Nomination Committee will annually review the Board committee structure and recommend to the Board for its approval, directors to serve as members of each committee; 120 • Corporate Governance Guidelines. The Nomination Committee will develop and recommend to the Board the Corporate Governance Guidelines.
Share options provide for the purchase of shares in the Company in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied.
Share options provide for the purchase of shares in the Company in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favourable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied.
Board Diversity Matrix (as of March 31, 2023) Country of Principal Executive Offices: India Foreign Private Issuer England and Wales Disclosure Prohibited under Home Country Law No Total Number of Directors 9 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 3 6 - - Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction - LGBTQ+ - Did Not Disclose Demographic Background - Duties of Directors Under English law, ReNew Global’s directors owe certain duties towards ReNew Global, including duties to act in the way they consider, in good faith, would be most likely to promote the success of ReNew Global for the benefit of its members as a whole, to exercise reasonable care, skill and diligence, to exercise independent judgment, to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of ReNew Global, to act in accordance with ReNew Global’s constitution and only exercise their powers for the purposes for which they are conferred, not to accept benefits from a third party conferred by reason of their being a director or doing, or not doing, anything as a director, and to declare any interest that they have, whether directly or indirectly, in a proposed or existing transaction or arrangement with ReNew Global.
Board Diversity Matrix (as of March 31, 2024) Country of Principal Executive Offices India Foreign Private Issuer England and Wales Disclosure Prohibited under Home Country Law No Total Number of Directors 10 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 4 6 - - Part II: Demographic Background Underrepresented Individual in Home Country - Jurisdiction - LGBTQ+ - Did Not Disclose Demographic Background - Duties of Directors Under English law, ReNew Global’s directors owe certain duties towards ReNew Global, including duties to act in the way they consider, in good faith, would be most likely to promote the success of ReNew Global for the benefit of its members as a whole, to exercise reasonable care, skill and diligence, to exercise independent judgment, to avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of ReNew Global, to act in accordance with ReNew Global’s constitution and only exercise their powers for the purposes for which they are conferred, not to accept benefits from a third party conferred by reason of their being a director or doing, or not doing, anything as a director, and to declare any interest that they have, whether directly or indirectly, in a proposed or existing transaction or arrangement with ReNew Global.
Except as the plan administrator may determine or provide in an award agreement, awards under the Non-Employee 2021 Plan are generally non transferrable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant.
Except as the plan administrator may determine or provide in an award agreement, awards under the Non-Employee 2021 Plan are generally non-transferable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant.
If the EBITDA target for any financial year is not met, then the grants will accumulate and Mr. Sinha will be entitled to receive a full catch-up of all previous ungranted performance-based options in the first year when the consolidated EBITDA target for the year is met.
If the EBITDA target so fixed for any financial year is not met, then the grants will accumulate and Mr. Sinha will be entitled to receive a full catch-up of all previous ungranted performance-based options in the first year when the consolidated EBITDA target for the year is met.
If an award under the Non-Employee 2021 Plan expires, terminates, is settled for cash, is canceled without having been fully exercised or is forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the Non-Employee 2021 Plan.
If an award under the Non-Employee 2021 Plan expires, terminates, is settled for cash, is cancelled without having been fully exercised or is forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the Non- Employee 2021 Plan.
Sinha’s execution of a release of claims in favor of the Company he will be entitled to receive (i) 12 months’ base salary, (ii) a prorated portion of his annual bonus for the year of termination, (iii) a payment in lieu of 12 months’ medical coverage paid by the Company for 12 months and (iv) accelerated granting and vesting of options in accordance with the Employee 2021 Incentive Award Plan (“2021 Plan”) and Mr.
Sinha’s execution of a release of claims in favour of the Company he will be entitled to receive (i) 12 months’ base salary, (ii) a prorated portion of his annual bonus for the year of termination, (iii) a payment in lieu of 12 months’ medical coverage paid by the Company for 12 months and (iv) accelerated 110 granting and vesting of options in accordance with the Employee 2021 Incentive Award Plan (“2021 Plan”) and Mr.
The Committee, in close consultation with the Board Chairman and Lead Independent Director, shall, at such periodicity as it deem fit, consider succession plans for the CEO positions, and make suitable recommendation to the Board for consideration; • Board Committee Structure and Membership.
The Committee, in close consultation with the Board Chairman and Lead Independent Director, shall, at such periodicity as it deems fit, consider succession plans for the CEO positions, and make suitable recommendation to the Board for consideration; • Board Committee Structure and Membership.
Equity Compensation Employee 2021 Incentive Award Plan On August 23, 2021, we adopted and our shareholders have approved the Employee 2021 Incentive Award Plan, or the “Employee 2021 Plan,” under which the Company may grant cash and equity-based incentive awards to eligible employees, including our executive director, in order to attract, retain and motivate the persons who make important contributions to the Company.
Equity Compensation Employee 2021 Incentive Award Plan On August 23, 2021, we adopted and our shareholders approved the Employee 2021 Incentive Award Plan, or the “Employee 2021 Plan” under which the Company may grant cash and equity-based incentive awards to eligible employees, including our executive director, in order to attract, retain and motivate the persons who make important contributions to the Company.
Vesting: i. 80% of the share options granted will vest over a period of 4 years in a time-based manner out of which the first 20% will vest after a period of 1 year from the date of grant and the remaining 60% will vest over the next 12 quarters (5% per quarter). ii.
Vesting: i. 80% of the share options (6,400,000) granted will vest over a period of 4 years in a time-based manner out of which the first 20% will vest after a period of 1 year from the date of grant and the remaining 60% will vest over the next 12 quarters (5% per quarter). ii.
This includes canceling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the Non-Employee 2021 Plan and replacing or terminating awards under the Non-Employee 2021 Plan.
This includes cancelling awards for cash or property, accelerating the 116 vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the Non-Employee 2021 Plan and replacing or terminating awards under the Non-Employee 2021 Plan.
The Board also approved the grant of an LTIP award with a fair value of approximately US$ 2.0 million and the grant of additional employee share options to purchase 8,000,000 Class A Ordinary Shares, both under the Employee 2021 Plan. The additional share options will be awarded subject to the terms of the Employee 2021 Plan.
The Board also approved the grant of an LTIP award with a fair value of approximately US$ 2.0 million and the grant of additional employee share options to purchase 8,000,000 Class A Ordinary Shares, both under the Employee 2021 Plan. The additional share options were awarded subject to the terms of the Employee 2021 Plan.
We have not experienced any material work stoppages or labor disruptions in the past and we consider our relations with our employees to be amicable. E. Share Ownership Ownership of our shares by our directors and executive officers is set forth in the section titled “Major Shareholders” under Item 7.A of this Report. 114
We have not experienced any material work stoppages or labour disruptions in the past and we consider our relations with our employees to be amicable. E. Share Ownership Ownership of our shares by our directors and executive officers is set forth in the section titled “Major Shareholders” under Item 7.A of this Report. 122
If they are higher, the amount of the financial bonus will be calculated on a linear scale, as a proportion of the weighted share of the target bonus applicable to each parameter equal to the achieved value for the parameter divided by the budgeted value. In addition, Mr.
If they are higher, the amount of the financial bonus will be calculated on a linear scale, as a proportion of the weighted share of the target bonus applicable to each parameter equal to the achieved value for the parameter divided by the budgeted value.
A restricted share award is an award of nontransferable ordinary shares that remain forfeitable unless and until specified conditions are met and which will be subject to a purchase price of at least the nominal value of the shares.
A restricted share award is an award of non-transferable ordinary shares that remain forfeitable unless and until specified conditions are met and which will be subject to a purchase price of at least the nominal value of the shares.
A restricted share award is an award of nontransferable ordinary shares that remain forfeitable unless and until specified conditions are met and which will be subject to a purchase price of at least the nominal value of the shares.
A restricted share award is an award of non-transferable ordinary shares that remain forfeitable unless and until specified conditions are met and which will be subject to a purchase price of at least the nominal value of the shares.
He is an honorary Fellow of New College, Oxford University, an honorary bencher at the Middle Temple, and also holds honorary doctorates from the Universities of Sussex, East Anglia, and the Bucharest University of Economic Sciences, as well as honors from Kosovo, Kazakhstan and Uzbekistan and Emerging Europe’s Professor Günter Verheugen Award, 2021. 97 Ms.
He is an honorary Fellow of New College, Oxford University, an honorary bencher at the Middle Temple, and also holds honorary doctorates from the Universities of Sussex, East Anglia, and the Bucharest University of Economic Sciences, as well as honours from Kosovo, Kazakhstan and Uzbekistan and received the Emerging Europe’s "The Professor Günter Verheugen" Award, 2021. Ms.
Term of Office for Directors The ReNew Global Shareholders Agreement provides, and the Amended Articles (if adopted) will provide, that the Founder Investors have the right to appoint the Founder as a Director of the Company for so long as he is the CEO or Chairman or they (along with their affiliates) hold at least 40% of the Equivalent Voting Beneficial Shares they held as of the Closing Date, whichever is longer.
Term of Office for Directors The ReNew Global Shareholders Agreement and ReNew Global Articles provides, that the Founder Investors have the right to appoint the Founder as a Director of the Company for so long as he is the CEO or Chairman or they (along with their affiliates) hold at least 40% of the Equivalent Voting Beneficial Shares they held as of the Closing Date, whichever is longer.
She also served as Chairperson of the Board of Governors for National Institute of Technology, Surathkal, India and was a member of the National Council of the Confederation of Indian Industry and Co-Chair of its national committee for multinational companies. Ms. Narayanan earned a Degree of Doctor of Letters from the LNM Institute of Information Technology, India.
She also served as Chairperson of the Board of Governors for National Institute of Technology, Surathkal, India and was a member of the National Council of the Confederation of Indian Industry and Co-Chair of its national committee for multinational companies. Ms. Narayanan was awarded an honorary Degree of Doctor of Letters from the LNM Institute of Information Technology, India.
The Committee will also provide guidance on aspects such as ESG targets, strengthening internal systems, building ESG culture, reporting and ratings; • The ESG Committee shall report regularly to the board regarding its activities; 113 • The ESG Committee shall periodically perform an evaluation of the performance of the ESG Committee; and • The ESG Committee shall annually review and reassess the ESG Charter and submit any recommended changes to the Board for its consideration.
The Committee will also provide guidance on aspects such as ESG targets, strengthening internal systems, building ESG culture, reporting and ratings. • Reports to the Board of Directors: The Committee shall report regularly to the Board regarding the activities of the Committee. • Committee Self-Evaluation: The Committee shall periodically perform an evaluation of the performance of the Committee. • Review of this Charter: The Committee shall annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.
The material terms of the Non-Employee 2021 Plan are summarized below. Eligibility and administration Our and our subsidiaries’ non-employee directors and eligible non-employee service providers will be eligible to receive awards under the Non-Employee 2021 Plan.
The material terms of the Non-Employee 2021 Plan are summarised below. Eligibility and administration 115 Our and our subsidiaries’ non-employee directors and eligible non-employee service providers will be eligible to receive awards under the Non-Employee 2021 Plan.
This amount includes approximately US$ 362,150 set aside or accrued to provide pension, severance, retirement and similar benefits to our executive director and executive officers. In accordance with his service agreement, Mr.
This amount includes approximately US$ 477,279 set aside or accrued to provide pension, severance, retirement and similar benefits to our executive director and executive officers. In accordance with his service agreement, Mr.
The material terms of the Employee 2021 Plan are summarized below. 104 Eligibility and administration Our and our subsidiaries’ employees are eligible to receive awards under the Employee 2021 Plan.
The material terms of the Employee 2021 Plan are summarised below: Eligibility and administration Our and our subsidiaries’ employees are eligible to receive awards under the Employee 2021 Plan.
Mr. Sinha is also employed by ReNew India, the Company’s subsidiary, pursuant to a service agreement under which he receives 20% of his total remuneration from ReNew India; the above total remuneration payable by the Company is reduced by the amount of remuneration paid by ReNew India. Pursuant to the CEO Service Agreement, Mr.
Sinha is also employed by ReNew India, the Company’s subsidiary, pursuant to a service agreement under which he receives 20% of his total remuneration (excluding discretionary special bonus) from ReNew India; the above total remuneration payable by the Company is reduced by the amount of remuneration paid by ReNew India.
Giadrossi has served on the boards of Capricorn Energy Plc from 2017 to 2023; Falck Renewables S.p.A., now Renantis, a leading European renewable energy producer until 2022; IHS Markit Ltd, listed on the NYSE until 2022; Fincantieri SpA, listed on the Italian MIB , until April 2018; Bureau Veritas S.A. and Faiveley Transport S.A., both listed in France, until April 2017; and Aker Solutions Asa, listed in Norway, until 2013.
She also served on the boards of Falck Renewables S.p.A., now Renantis, a leading European renewable energy producer until 2022; IHS Markit Ltd, listed on the NYSE, until 2022; Fincantieri SpA, listed on the Italian MIB, until April 2018; Bureau Veritas S.A. and Faiveley Transport S.A., both listed in France, until April 2017; and Aker Solutions Asa, listed in Norway, until 2013.
Sinha objects in writing, or in the case of cessation of employment for death or incapacitation. All the said Options granted to Mr. Sumant Sinha will expire on August 23, 2031 unless exercised earlier. 10,082,610 of these options had vested by March 31, 2023. Pursuant to the CEO Service Agreement Mr.
Sinha objects in writing, or in the case of cessation of employment for death or incapacitation. All the said Options granted to Mr. Sumant Sinha will expire on August 23, 2031 unless exercised earlier. 15,844,101 of these options had vested by March 31, 2024. Pursuant to the CEO Service Agreement Mr.
Sir Sumantra was until July 2020 the sixth President of the European Bank for Reconstruction and Development. He served two full four-year terms, having won competitive elections in 2012 and in 2016, during his tenure at the European Bank for Reconstruction and Development.
Until July 2020, he was the sixth President of the European Bank for Reconstruction and Development. He served two full four-year terms, having won competitive elections in 2012 and in 2016.
Manoj Singh was appointed as Lead Independent Director with effect from January 1, 2023 to hold office until August 23, 2024, subject to continuing to hold the office of Independent Director.
Manoj Singh was appointed as Lead Independent Director with effect from January 1, 2023, to hold office until August 23, 2024, subject to continuing to hold the office of Independent Director. In June 2024, the Board extended the term of the Lead Independent Director (Mr.
Provided below is a brief description of our Company’s directors’ and officers’ business experience. The following sets forth certain information concerning our directors and executive officers as of March 31, 2023: Name Age Position / Title Directors : Mr. Sumant Sinha 58 Director and Chief Executive Officer Mr. Manoj Singh 70 Lead Independent Director Mr.
Provided below is a brief description of our Company’s directors’ and officers’ business experience. The following sets forth certain information concerning our directors and executive officers as of March 31, 2024: Name Age Position / Title Directors : Mr. Sumant Sinha 59 Director and Chief Executive Officer Mr.
With regard to tax withholding obligations arising in connection with awards under the Employee 2021 Plan and exercise price obligations arising in connection with the exercise of share options under the Employee 2021 Plan, the plan administrator may, in its discretion, accept cash, wire transfer or check, ordinary shares that meet specified conditions, a promissory note, a “market sell order,” such other consideration as the plan administrator deems suitable or any combination of the foregoing. 106 Sumant Sinha Option Grants On August 23, 2021, immediately following the Closing of the Business Combination, Mr.
With regard to tax withholding obligations arising in connection with awards under the Employee 2021 Plan and exercise price obligations arising in connection with the exercise of share options under the Employee 2021 Plan, the plan administrator may, in its discretion, accept cash, wire transfer or check, ordinary shares that meet specified conditions, a promissory note, a “market sell order,” such other consideration as the plan administrator deems suitable or any combination of the foregoing.
Varghese worked with Lanco Group for over nine years where he held various leadership positions, including as their Chief Operating Officer. Prior to joining Lanco Group, Mr. Varghese worked in the field of investment banking. Mr.
Varghese has over 13 years of experience in the solar energy sector. Prior to joining ReNew India, Mr. Varghese worked with Lanco Group for over nine years where he held various leadership positions, including as their Chief Operating Officer. Prior to joining Lanco Group, Mr. Varghese worked in the field of investment banking. Mr.
As of March 31, 2023, options to purchase an aggregate of 36,282,889 Class A Ordinary Shares granted to our executive director and executive officers were outstanding under our equity incentive plans with a weighted average exercise price of US$ 8.83 per share, and such options expire 10 years after the date of grant.
As of March 31, 2024, options to purchase an aggregate of 30,279,548 Class A Ordinary Shares granted to our executive director and executive officers were outstanding (vested) under our equity incentive plans with a weighted average exercise price of US$ 8.37 per share, and such options expire 10 years after the date of grant.
Compensation of the Executive Director and Senior Management For the year ended March 31, 2023, the aggregate compensation paid to the executive director and our executive officers for service in all capacities, but excluding grants of share options, was US$ 4,199,778.
Compensation of the Executive Director and Senior Management For the year ended March 31, 2024, the aggregate compensation paid to the executive director and our executive officers for service in all capacities, but excluding grants of share options, was US$ 9,899,421.
For the year ended March 31, 2023, the aggregate compensation, including directors’ fees but excluding grants of share options, to our executive director and executive officers included in the list herein, was US$ 4,199,778.
For the year ended March 31, 2024, the aggregate compensation, including directors’ fees but excluding grants of share options, to our executive director and executive officers included in the list herein, was US$ 9,899,421.
Board of Directors As of March 31, 2023, our Board consisted of 9 directors, being (A) six independent directors, of which two are female directors and one Lead Independent Director, satisfying the independence requirements of the Nasdaq and (B) three directors appointed and maintained in office by certain of our investors including one female director.
As of March 31, 2024, our Board consisted of ten directors, being (A) six independent directors, of which three are female directors and one Lead Independent Director, satisfying the independence requirements of the Nasdaq and (B) four directors appointed and maintained in office by certain of our investors including one female director. During Fiscal 24, the Board appointed Ms.
The following table provides a breakdown of our employee base by function as of the dates indicated: As of March 31, Function: 2021 2022 2023 Business Support (includes finance, legal, company secretarial, human resources, execution support, IT, offtaker, billing and management teams) 350 467 477 Business Development (includes business development and bidding teams) 37 54 134 Digital Solutions through Regent Climate Connect Knowledge Solutions Private Limited - - 170 Design and Engineering (includes design, technical and power evacuation teams) 191 298 193 Procurement and Commercial 27 46 52 Module and Cell Manufacturing - - 160 Project Execution 224 304 537 Operations and Maintenance (includes project asset management and performance monitoring teams) 341 441 667 Quality Health Safety and Environment 45 65 91 Total 1,215 1,675 2,481 None of our employees is represented by a labor union with respect to his or her employment with us.
Employees The following table provides a breakdown of our employee base by function as of the dates indicated: As of March, 31 Function: 2022 2023 2024 Business support (includes finance, legal, company secretarial, human resources, execution support, IT, offtaker, billing and management teams) 467 477 619 Business development (includes business development, bidding and new business teams) 54 134 120 Digital Solutions through Regent Climate Connect Knowledge Solutions Private Limited — 170 53 Design and engineering (include design, technical and power evacuation teams) 298 193 207 Procurement and commercial 46 52 116 Module and Cell Manufacturing — 160 1373 Project execution 304 537 640 O&M (includes project asset management and performance monitoring teams) 441 667 730 Quality health safety and environment 65 91 130 Total 1,675 2,481 3,988 None of our employees is represented by a labour union with respect to his or her employment with us.
Vaishali Nigam Sinha, is married to our Founder, Chairman and CEO, Mr. Sumant Sinha. B. Compensation The primary objective of our executive compensation program is to attract, motivate, reward and retain the talent needed to achieve our business objectives and also enable these individuals to have greater involvement with, and share in, our future growth.
Compensation The primary objective of our executive compensation program is to attract, motivate, reward and retain the talent needed to achieve our business objectives and also enable these individuals to have greater involvement with, and share in, our future growth.
In addition, 5% of the share options will vest at every anniversary of the grant date as mentioned below: Group EBITDA budgeted for the last financial year % Options vested Delivered at 100% 1.0X Delivered between 90% & 100% 0.5X to 1.0X linear Delivered below 90% 0.0X If any options do not vest under the performance criteria indicated above, they will vest on the fourth anniversary of the grant date if the Group achieves its budgeted EBITDA cumulatively over the period of the four financial years from the year ending March 31, 2024 to the financial year ending March 31, 2027 (inclusive) in absolute value (cumulative EBIDTA target for the relevant years) terms.
(ii) In addition, 5% of the share options will vest at every anniversary of the grant date as mentioned below: Group EBITDA budgeted for the fiscal year % Options vested Delivered at 100% 1.0X Delivered between 90% & 100% 0.5X to 1.0X linear Delivered below 90% 0.0X (iii) If any options do not vest based on the performance criteria indicated above during the 4 year period, they will vest on the fourth anniversary of the grant date if the Group achieves its budgeted EBITDA cumulatively over the said 4 years in absolute value (cumulative EBIDTA target for the relevant years) terms.
He was an independent director of Fotowatio Renewable Ventures, S.L. from 2017 to 2019, became a Board advisor post its relocation to Spain and in June 2023 was appointed as a non-executive director of Fotowatio Renewable Ventures, S.L. He has also served as a non- executive director of Almar Water Solutions B.V. since March 2017.
He was an independent director of Fotowatio Renewable Ventures, S.L. from 2017 to 2019, became a Board advisor post its relocation to Spain and in June 2023 was appointed as a non-executive director of Fotowatio Renewable Ventures, S.L.
These roles included serving as Managing Director & Chairman of IBM India, Vice President for the Communications Sector across Asia Pacific, Vice President for Global Telecommunications Solutions and finally Managing Director for a strategic telecoms client before her retirement. Ms. Narayanan serves on the boards of several global companies including HCL Technologies Ltd. and SLB Ltd. Ms.
These roles included serving as Managing Director & Chairman of IBM India, Vice President for the Communications Sector across Asia Pacific, and other global roles. Ms. Narayanan serves on the boards of several global companies including HCL Technologies Ltd. and SLB Ltd. Ms.
From November 2015 until May 2022, Mr. New served as CEO of Energy Systems Catapult Limited, an independent, not-for-profit company set up to accelerate the transformation of the U.K.’s energy system and ensure U.K. businesses and consumers capture the opportunities for clean growth on the way to net zero emissions. Before joining Energy Systems Catapult Limited, Mr.
New served as CEO of Energy Systems Catapult Limited, an independent, not-for-profit company set up to accelerate the transformation of the U.K.’s energy system and ensure U.K. businesses and consumers capture the opportunities for clean growth on the way to net zero emissions. Before joining Energy Systems Catapult Limited, Mr. New worked for BP p.l.c. for over 30 years.
Sinha achieving the minimum parameters to earn any part of his annual target bonus linked to the financial performance of the Group (as defined in the CEO Service Agreement) for the year ending March 31, 2024. If these minimum parameters are not achieved, Mr.
Sinha are subject to him achieving the minimum parameters to earn any of the financial bonus part of his annual target bonus (as defined in the CEO Service Agreement) for the relevant financial year. If these minimum parameters are not achieved, Mr.
The Board has proposed increasing the number of shares available for issuance by 1,000,000 Class A Ordinary Shares (in addition to the existing number available for issuance, thereby taking the overall limit to 1,300,000 Class A Ordinary Shares), subject to approval by shareholders at the 2023 annual general meeting.
The Board increased the number of shares available for issuance by 1,000,000 Class A Ordinary Shares (in addition to the existing number available for issuance, thereby taking the overall limit to 1,300,000 Class A Ordinary Shares) which was subsequently approved, by shareholders at the 2023 annual general meeting.
Except as noted below, each Independent Director in office on the relevant date received a grant of 15,000 RSUs (with a value of US$ 150,000) on August 23, 2021 and a grant of 22,471 RSUs (with a value of US$ 156,000) on November 21, 2022 with contractual effect from August 25, 2022.
Except as noted below, each Independent Director in office on the relevant date received a grant of 22,471 RSUs (with a value of US$ 156,000) on November 21, 2022 with contractual effect from August 25, 2022 105 and a grant of 27,905 RSUs (with a value of US$ 163,800) on September 13, 2023.
Michelle Robyn Grew, Independent Directors of the Company retire on August 22, 2023 due to expiry of their term. The tenure of Mr. Philip Kassin, MKC Investments LLC Nominee and Independent Director is expiring on August 22, 2023 in terms of the Articles of Association of the company due to expiration of the director nomination rights of MKC Investments LLC.
During the year, Mr. Ram Charan and Ms. Michelle Robyn Grew, Independent Directors of the Company retire on August 22, 2023, due to expiry of their term. The tenure of Mr. Philip Kassin, MKC Investments LLC Nominee and Independent Director expired on August 22, 2023 following the expiration of the director nomination rights of MKC Investments LLC. Mr.
Exercise price: The average fair market value ( volume-weighted average price of a Class A Ordinary Share on Nasdaq ) of a Class A Ordinary Share over the period of 90 calendar days prior to the grant date. 2.
Exercise price: the options were granted at US$ 5.87 per share, which was the average fair market value ( volume-weighted average price of a Class A Ordinary Share on Nasdaq ) of a Class A Ordinary Share over the period of 90 calendar days prior to the grant date. 108 2.
She serves as an Energy Pillar Co-Chair of Dentons Global Smart Cities Communities Initiatives and Think Tank, as well as on the US Secretary of Energy’s Advisory Board (SEAB). Previously, Ms.
She serves as an Energy Pillar Co-Chair of Dentons Global Smart Cities Communities Initiatives and Think Tank; as a member of the US Secretary of Energy's Advisory Board (SEAB); and as a member of Alliance to Save Energy’s Global Leadership Council.
Gold-Williams held other board positions, including First Vice Chair of the Electric Power Resource Institute (EPRI); a member and designated Chair Pro Tem of the Federal Reserve Bank of Dallas’ San Antonio Branch; and a past-Chair of the San Antonio Chamber of Commerce. Ms. Gold-Williams has an Associate Degree in Fine Arts from San Antonio College.
Previously, she held other board positions, including First Vice Chair of the Electric Power Resource Institute (EPRI); a member and designated Chair Pro Tem of the Federal Reserve Bank of Dallas’ San Antonio Branch; and a past Chair of the San Antonio Chamber of Commerce.
The ESG Committee aims to assist the Board of Directors by: • The ESG Committee will review and discuss with the Company’s management its ESG strategy to achieve the Company’s vision and ESG targets, ESG related risks and mitigation, key ESG initiatives, and related policies (as applicable); • The ESG Committee will review and discuss reports from management regarding the Company’s progress towards its key ESG objectives.
The duties and responsibilities of the ESG Committee include, but are not limited to, the following • ESG Strategy: The Committee will review and discuss with the Company’s management its ESG strategy to achieve the Company’s vision and ESG targets, ESG related risks and mitigation, key ESG initiatives, and related policies (as applicable). • Operational Review: The Committee will review and discuss reports from management regarding the Company’s progress towards its key ESG objectives.
Pursuant to the ReNew Global Shareholders Agreement and the ReNew Global Articles, ReNew Global has expressly agreed that no director appointed by a Shareholders Agreement Investor will have the duty to provide or offer to ReNew Global any information or opportunity which arises in any other capacity. 111 Committees of the ReNew Global Board The Board has five committees: an audit committee, a remuneration committee, a nomination and board governance committee and a finance and operations committee and an environmental, social and governance Committee.
Pursuant to the ReNew Global Shareholders Agreement and the ReNew Global Articles, ReNew Global has expressly agreed that no director appointed by a Shareholders Agreement Investor will have the duty to provide or offer to ReNew Global any information or opportunity which arises in any other capacity.
New worked for BP p.l.c. for over 30 years. He established and built BP p.l.c.’s bioenergy businesses and as chief executive officer of BP Alternative Energy was also responsible for BP’s wind, solar and technology venturing activities. Prior to his role as chief executive officer of BP Alternative Energy, Mr.
He established and built BP p.l.c.’s bioenergy businesses and as chief executive officer of BP Alternative Energy was also responsible for BP’s wind, solar and technology venturing activities. Prior to his role as chief executive officer of BP Alternative Energy, Mr. New held a range of senior international general and commercial management roles in BP p.l.c.’s customer -facing businesses. Mr.
Plan amendment and termination The Board may amend or terminate the Employee 2021 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the Employee 2021 Plan, may materially and adversely affect an award outstanding under the Employee 2021 Plan without the consent of the affected participant and shareholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws.
If, upon a change in control, any options held by officers of the Company are not assumed by the successor entity, such options will accelerate and vest immediately upon the closing of the transaction constituting a change in control. 112 Plan amendment and termination The Board may amend or terminate the Employee 2021 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the Employee 2021 Plan, may materially and adversely affect an award outstanding under the Employee 2021 Plan without the consent of the affected participant and shareholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws.
Sinha will be required to repay the entire post tax amount of the discretionary special bonus to the Company within 90 days of the end of the financial year.
Sinha will be required to repay the entire post tax amount of the relevant discretionary special bonus to the Company within 90 days of the end of the relevant financial year. The minimum parameters to earn the discretionary special bonus for the Fiscal 2023-24 have been achieved.
Sinha serves as the Chairman and Chief Executive Officer of the ReNew group. For the year ended March 31, 2023, the Board approved an increase in the fixed component of the salary of Mr.
Sinha serves as the Chairman and Chief Executive Officer of the ReNew group. For the year ended March 31, 2024, the Board approved an increase in the fixed component of the salary of Mr. Sinha from Rs. 70,000,000 per annum to Rs. 103,300,000 per annum and of his target bonus from Rs. 70,000,000 per annum to Rs. 103,300,000 per annum.
Sinha’s LTIP award in respect of year ending March 31, 2024 will take the form of Restricted Stock Units and Performance Shares, the key terms of which will be as follows: Exercise Price $0.0001 (Face Value of Awards) Target LTI Quantum (% of compensation) Class A Ordinary Shares with a fair value of approximately US$ 2.0 million.
Sinha’s LTIP award in respect of Fiscal 2023-24 was in the form of RSU and PBU, the key terms of which are as follows: Exercise Price $0.0001 (Face Value of Awards) Target LTI Quantum (% of compensation) Class A Ordinary Shares with a fair value of approximately US$ 2.0 million.
He also served as Chief Operating Officer of Suzlon Energy Ltd. from 2008 to 2010.Mr. Sinha has also held various roles in investment banking at global financial institutions including Citicorp Securities and ING Barings Services Limited. He is a Board member of the U.S. India Strategic Partnership Forum. Mr.
Sinha has held various senior roles including as President, Finance at Aditya Birla Group and Founder CEO of Aditya Birla Retail. He also served as Chief Operating Officer of Suzlon Energy Ltd. from 2008 to 2010. Mr. Sinha has also held various roles in investment banking at global financial institutions including Citicorp Securities and ING Barings Services Limited. Mr.
Sir Sumantra Chakrabarti is a member of the Advisory Board of BeyondNetZero and the Chair of the Board of Trustees of ODI (global affairs think tank). He is also a member of the International Advisory Council of the Oxford India Centre for Sustainable Development and advises Emerging Market leaders on economic development and public administration reform.
He is also a member of the International Advisory Council of the Oxford India Centre for Sustainable Development and also advise Emerging Market leaders on economic development and public administration reform.
If an award under the Employee 2021 Plan expires, terminates, is settled for cash, is canceled without having been fully exercised or is forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the Employee 2021 Plan.
As of March 31, 2023, options for 366,064 Class A Ordinary Shares had been exercised pursuant to the Employee 2021 Plan and 232,302 RSU had been exercised pursuant to the Non-Employee 2021 Plan. 111 If an award under the Employee 2021 Plan expires, terminates, is settled for cash, is cancelled without having been fully exercised or is forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the Employee 2021 Plan.
Each of the time- based options and the performance-based options will vest as to 12.5% on the last day of each of the first eight calendar quarters after their respective grant date. On August 23, 2022, Mr.
Each of the time- based options and the performance-based options will vest as to 12.5% on the last day of each of the first eight calendar quarters after their respective grant date. All the aforesaid options are at an exercise price of US$ 10 per share.
Outstanding Options at the Company (for directors and executive officers) Outstanding Options as of March 31, 2022 Options Granted during the year Options exercised during the year Options cancelled/forfeited during the year Outstanding as of March 31, 2023 33,355,995 4,087,354 NIL 700,000 36,743,349 Notes: 1. This includes options granted/cancelled with respect to Mr.
Outstanding Options at the Company (for directors and executive officers) Outstanding Options as of March 31, 2023 Options Granted during the year Options exercised during the year Options cancelled/forfeited during the year Outstanding as of March 31, 2024 36,743,349 12,708,069 NIL 92,925 49,358,493 Notes: This includes options granted/cancelled with respect to Mr.
Sinha’s option grants. The employment agreement also subjects Mr. Sinha to restrictive covenants, including non-competition, non-solicitation of customers and employees, non-dealing and non-hire, in each case, lasting for 12 months following the termination of his employment. Employment Agreement of Executive Officers other than Sumant Sinha The employment agreements of the Company’s executive officers other than Mr.
Sinha’s option grants. The employment agreement also subjects Mr. Sinha to restrictive covenants, including non-competition, non-solicitation of customers and employees, non-dealing and non-hire, in each case, lasting for 12 months following the termination of his employment. Determination of CEO’s Discretionary Special Bonus In respect of Fiscal 2023-24 and Fiscal 2024-25, the discretionary special bonuses paid to Mr.
Sinha has served on the boards of IIT-Delhi and IIM Calcutta and has been conferred the distinguished alumnus by both the institutions. He was also conferred the first distinguished alumnus award by Columbia University’s SIPA. He is also a CFA Charterholder.
Sinha currently serves on the board of IIT-Delhi and has previously served on the boards of IIM-Calcutta and Columbia SIPA. He was conferred the inaugural distinguished alumnus award by Columbia SIPA and has also been conferred the distinguished alumnus award by IIT-Delhi and IIM Calcutta. Mr.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNotwithstanding the contemplated composition of the committees discussed above, the Company and the Shareholders Agreement Investors will agree to take all necessary actions within their control (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favor of any resolutions) to implement and effect the following governance principles within the applicable time period: • from August 23, 2023, all committees of the Board will have a majority of directors that qualify as “independent” as determined in accordance with the rules and regulations of Nasdaq and the SEC; but any Major Investor will have the right to appoint one Investor Nominee Director to each committee except on the Audit Committee, and the Founder will have the right to appoint the Founder Director to the Nomination Committee and the Finance and Operations Committee; 120 • by August 23, 2026, the Company and each Shareholder Agreement Investor must consult with each other in good faith concerning the member independence requirement for the committees of the Board; but if they do not reach agreement, then from that date all committees of the Board will consist only of directors that qualify as “independent” as determined in accordance with the rules and regulations of Nasdaq and the SEC, except for one representative of the ReNew group where necessary and permitted by applicable law; and • by August 23, 2023, a lead independent director must be appointed to the Board.
Biggest changeIf a Shareholders Agreement Investor with a director appointment right ceases to have such right pursuant to the terms of the ReNew Global Shareholders Agreement such that there are any seats on the Board for which no Shareholders Agreement Investor has the right to appoint a director, the selection of any director to full that seat will be conducted in accordance with applicable law and the organizational documents of the Company then in effect. 126 Board Committees; Other Governance Principles In accordance with the ReNew Global Shareholders Agreement, the Company agreed to cause the Board to establish and maintain as follows: • from August 23, 2023, all committees of the Board will have a majority of directors that qualify as “independent” as determined in accordance with the rules and regulations of Nasdaq and the SEC; but any Major Investor will have the right to appoint one Investor Nominee Director to each committee except on the Audit Committee, and the Founder will have the right to appoint the Founder Director to the Nomination Committee and the Finance and Operations Committee; • by August 23, 2026, the Company and each Shareholder Agreement Investor must consult with each other in good faith concerning the member independence requirement for the committees of the Board; but if they do not reach agreement, then from that date all committees of the Board will consist only of directors that qualify as “independent” as determined in accordance with the rules and regulations of Nasdaq and the SEC, except for one representative of the ReNew group where necessary and permitted by applicable law; and Unless already serving as a member of the applicable committee, upon the request of a Shareholders Agreement Investor that, together with its affiliates, holds an Effective Economic Interest equal to or greater than 10% and that has a director appointment right, the Company will be obligated to cause the director appointed by such Shareholders Agreement Investor to be appointed as an observer on each of the audit committee, the remuneration committee, the nomination committee and the finance and operations committee, who will be entitled to all rights and privileges of a member of such committee except for the right to vote in meetings of such committee and to be considered for purposes of the calculation of a quorum.
(2) In calculating the percentages, (a) the numerator is calculated by adding the number of Class B Ordinary Shares held by such beneficial owners; and (b) the denominator is calculated by adding the aggregate number of Class B Ordinary Shares outstanding.
(2) In calculating the percentages, (a) the numerator is calculated by adding the number of Class B Ordinary Shares held by such beneficial owners; and the denominator is calculated by adding the aggregate number of Class B Ordinary Shares outstanding.
Observer rights JERA is entitled (provided that it, together with its Affiliates, holds at least 40% of the Class A Ordinary Shares held by it as of the Closing Date and it does not hold a right to appoint an Investor Nominee Director at the relevant time) from time to time to appoint one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place, (ii) for so long as RMG, together with its Affiliates, holds at least 40% of the Effective Economic Interest held by RMG as of the Closing Date (excluding, any dilution post-Closing Date), RMG shall be entitled from time to time to appoint one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place and (iii) for so long as the Founder, together with his Affiliates, including the other Founder Investors, holds at least 40% of the Effective Economic Interest held by the Founder Investors as of the Closing Date (excluding, any dilution post-Closing Date), the Founder shall be entitled from time to time to appoint one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place.
Observer rights JERA is entitled (provided that it, together with its Affiliates, holds at least 40% of the Class A Ordinary Shares held by it as of the Closing Date (excluding, any dilution post-Closing Date) and it does not hold a right to appoint an Investor Nominee Director at the relevant time)) from time to time to appoint one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place, (ii) for so long as RMG, together with its Affiliates, holds at least 40% of the Effective Economic Interest held by RMG as of the Closing Date (excluding, any dilution post-Closing Date), RMG shall be entitled from time to time to appoint one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place and (iii) for so long as the Founder, together with his Affiliates, including the other Founder Investors, holds at least 40% of the Effective Economic Interest held by the Founder Investors as of the Closing Date (excluding, any dilution post -Closing Date), the Founder shall be entitled from time to time to appoint one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place.
Coordination Other than (a) SACEF, (b) for so long as it is not an affiliate of the Company, MKC Investments (as assignee of RMG Sponsor II), and (c) GSW, but only to the extent a transfer of ReNew Global Shares by GSW is (i) necessary to enable GSW to reduce (x) the GSW Total Equity Interest to 33% and/or (y) the aggregate number of Class A Ordinary Shares then held by GSW or any of its affiliates does not exceed 4.9% of the aggregate number of issued and outstanding Class A Ordinary Shares, Class B Ordinary Shares and Class D Ordinary Shares or (ii) pursuant to an exception to its post-Closing lock-up, each Significant Shareholder will agree to use its commercially reasonable efforts to coordinate all sales and/or transfers of ReNew Global Shares pursuant to (A) registered underwritten offerings of Registrable Securities, except for underwritten block trades conducted during the two (2) year period following Closing, and (B) any registered non-underwritten offering and sales pursuant to Rule 144 under the Securities Act until the earlier of (x) the date falling two (2) years after the Closing or (y) in respect of any particular Significant Shareholder, the date on which it holds an Effective Economic Interest less than or equal to 25% of the Effective Economic Interest it held immediately following the Closing.
Coordination Other than (a) SACEF, (b) for so long as it is not an affiliate of the Company, MKC Investments (as assignee of RMG Sponsor II), and (c) GSW, but only to the extent a transfer of ReNew Global Shares by GSW is (i) necessary to enable GSW to reduce (x) the GSW Total Equity Interest to 33% and/or (y) the aggregate number of Class A Ordinary Shares then held by GSW or any of its affiliates does not exceed 4.9% of the aggregate number of issued and outstanding Class A Ordinary Shares, Class B Ordinary Shares and Class D Ordinary Shares or (ii) pursuant to an exception to its post-Closing lock-up, each Significant Shareholder will agree to use its commercially reasonable efforts to coordinate all sales and/or transfers of ReNew Global Shares pursuant to (A) registered underwritten offerings of Registrable Securities, except for underwritten block trades conducted during the two year period following Closing, and (B) any registered non-underwritten offering and sales pursuant to Rule 144 under the Securities Act until the earlier of (x) the date falling two (2) years after the Closing or (y) in respect of any particular Significant Shareholder, the date on which it holds an Effective Economic Interest less than or equal to 25% of the Effective Economic Interest it held immediately following the Closing.
Registration Rights, Coordination and Put Option Agreement Pursuant to the Business Combination Agreement, on August 23, 2021, the Company, each of GSW, CPP Investments, Platinum Cactus, JERA, SACEF and RMG Sponsor II, or “Significant Shareholders”, the Founder Investors and ReNew India entered into a registration rights, coordination and put option agreement, or the “Registration Rights, Coordination and Put Option Agreement,” pursuant to which, among other things, (i) the Significant Shareholders are entitled to certain registration rights in respect of the resale, pursuant to Rule 415 under the Securities Act, of the Class A Ordinary Shares and the Class C Ordinary Share to be received by or issued or issuable to such parties in connection with the Business Combination pursuant to the terms of the Business Combination Agreement, or the “Significant Shareholder Registrable Securities,” (ii) the Significant Shareholders (other than SACEF and RMG Sponsor II (for so long as it is not an affiliate of ReNew Global)) agreed to certain obligations to coordinate transfers and sales of Significant Shareholder Registrable Securities, (iii) the Founder Investors are entitled to require the Company to purchase certain ReNew India Ordinary Shares held by the Founder Investors and the Company agreed to register for issuance of Class A Ordinary Shares, or the “Founder Registrable Securities” and, together with the Significant Shareholder Registrable Securities, the “Registrable Securities,” to the extent required to be issued for purposes of financing and facilitating such purchase of ReNew India Ordinary Shares pursuant to a Founder Investor Ordinary Put Option (as described below), or a “Founder Investor Put Financing Issuance,” and (iv) the Significant Shareholders (other than SACEF) and the Founder Investors will agree to certain post-Closing transfer restrictions during a lock-up period in respect of ReNew Global Shares held by them.
Registration Rights, Coordination and Put Option Agreement Pursuant to the Business Combination Agreement, on August 23, 2021, the Company, each of GSW, CPP Investments, Platinum Cactus, JERA, SACEF and RMG Sponsor II, or “Significant Shareholders”, the Founder Investors and ReNew India entered into a registration rights, coordination and put option agreement, or the “Registration Rights, Coordination and Put Option Agreement,” pursuant to which, among other things, (i) the Significant Shareholders are entitled to certain registration rights in respect of the resale, pursuant to Rule 415 under the Securities Act, of the Class A Ordinary Shares and the Class C Ordinary Share to be received by or issued or issuable to such parties in connection with the Business Combination pursuant to the terms of the Business Combination Agreement, or the “Significant Shareholder Registrable Securities,” (ii) the Significant Shareholders (other than SACEF and RMG Sponsor II (for so long as it is not an affiliate of ReNew Global)) agreed to certain obligations to coordinate transfers and sales of Significant Shareholder Registrable Securities, (iii) the Founder Investors are entitled to require the Company to purchase certain ReNew India Ordinary Shares held by the Founder Investors and the Company agreed to register for issuance of Class A Ordinary Shares, or the “Founder Registrable Securities” 129 and, together with the Significant Shareholder Registrable Securities, the “Registrable Securities,” to the extent required to be issued for purposes of financing and facilitating such purchase of ReNew India Ordinary Shares pursuant to a Founder Investor Ordinary Put Option (as described below), or a “Founder Investor Put Financing Issuance,” and (iv) the Significant Shareholders (other than SACEF) and the Founder Investors will agree to certain post-Closing transfer restrictions during a lock-up period in respect of ReNew Global Shares held by them.
Restrictions Relating to ReNew For so long as CPP Investments or a Founder Investor continues to hold ReNew India Ordinary Shares following the Closing, the Company has agreed under the ReNew Global Shareholders Agreement not to permit the Company to, without CPP Investments’, such Founder Investor’s and, in the case of the matters contemplated by clauses (i) through (iii), Platinum Cactus’s prior written consent, as applicable: (i) issue shares, other than issuances to the Company or to a wholly owned subsidiary of the Company; (ii) alter or change the rights, preferences or privileges of the ReNew India Ordinary Shares; (iii) repurchase, buy-back or otherwise extinguish any ReNew India Ordinary Shares, other than in connection with the Founder Investors’ put rights under the Registration Rights, Coordination and Put Option Agreement; or (iv) amend or waive any provision of the constitutional documents of ReNew India, in each case, in a manner that is materially adverse and disproportionate to CPP Investments or such Founder Investor, as applicable, in relation to its ReNew India Ordinary Shares as compared to any other shareholder of the Company in relation to such shareholder’s ReNew India Ordinary Shares.
Restrictions Relating to ReNew For so long as CPP Investments or a Founder Investor continues to hold ReNew India Ordinary Shares following the Closing, the Company has agreed under the ReNew Global Shareholders Agreement not to permit the Company to, without CPP Investments’, such Founder Investor’s and, in the case of the matters contemplated by clauses (i) through (iii), Platinum Cactus’s prior written consent, as 127 applicable: (i) issue shares, other than issuances to the Company or to a wholly owned subsidiary of the Company; (ii) alter or change the rights, preferences or privileges of the ReNew India Ordinary Shares; (iii) repurchase, buy- back or otherwise extinguish any ReNew India Ordinary Shares, other than in connection with the Founder Investors’ put rights under the Registration Rights, Coordination and Put Option Agreement; or (iv) amend or waive any provision of the constitutional documents of ReNew India, in each case, in a manner that is materially adverse and disproportionate to CPP Investments or such Founder Investor, as applicable, in relation to its ReNew India Ordinary Shares as compared to any other shareholder of the Company in relation to such shareholder’s ReNew India Ordinary Shares.
Terms of ReNew Global Shares—Redemption and Cancellation; Conversion and Re-designation Pursuant to the ReNew Global Shareholders Agreement, the ReNew Global Articles provide that (i) subject to applicable law, the Company may in its sole discretion redeem and cancel the Class B Ordinary Share for nominal value at any time after the Founder Investors and their respective affiliates cease to hold any ReNew India Ordinary Shares and (ii) the Company will redeem and cancel the Class D Ordinary Share for nominal value as soon as reasonably practicable following the transfer and contribution to ReNew Global of all of the ReNew India Ordinary Shares that continue to be held by CPP Investments and its affiliates following the Closing in exchange for Class A Ordinary Shares pursuant to the terms of the Business Combination Agreement.
Terms of ReNew Global Shares—Redemption and Cancellation; Conversion and Re-designation 128 Pursuant to the ReNew Global Shareholders Agreement, the ReNew Global Articles provide that (i) subject to applicable law, the Company may in its sole discretion redeem and cancel the Class B Ordinary Share for nominal value at any time after the Founder Investors and their respective affiliates cease to hold any ReNew India Ordinary Shares and (ii) the Company will redeem and cancel the Class D Ordinary Share for nominal value as soon as reasonably practicable following the transfer and contribution to ReNew Global of all of the ReNew India Ordinary Shares that continue to be held by CPP Investments and its affiliates following the Closing in exchange for Class A Ordinary Shares pursuant to the terms of the Business Combination Agreement.
The Founder Investors will, from time to time, be entitled, by issuing a written notice at least twelve (12) months in advance and no more than once during each calendar year, to require the Company to purchase Put Shares, at a price per Put Share equal to the value per Put Share implied by the volume weighted average price of Class A Ordinary Shares over the 30 trading days immediately preceding the completion of such purchase, for an aggregate amount not exceeding $12 million per calendar year (the “Founder Investor De-Minimis Put Option”).
The Founder Investors will, from time to time, be entitled, by issuing a written notice at least twelve months in advance and no more than once during each calendar year, to require the Company to purchase Put Shares, at a price per Put Share equal to the value per Put Share implied by the volume weighted average price of Class A Ordinary Shares over the 131 30 trading days immediately preceding the completion of such purchase, for an aggregate amount not exceeding $12 million per calendar year (the “Founder Investor De-Minimis Put Option”).
Voting Agreement Pursuant to the Business Combination Agreement, at the Closing, the Company, ReNew India, GSW, CPP Investments and the Founder Investors entered into a voting agreement, or the “Voting Agreement,” pursuant to which, among other things, GSW, CPP Investments and the Founder Investors have granted to the Company (or its representative or nominee) irrevocable proxies to exercise all voting rights in respect of their respective ReNew India Ordinary Shares that they continue to hold following the Closing at all general meetings of the shareholders of the Company, subject to certain conditions, including that (i) the Company will vote such ReNew India Ordinary Shares in the same manner it votes the ReNew India Ordinary Shares that it owns, and (ii) the Company will not vote in favor of certain matters that would materially and adversely affect certain rights of GSW relating to its ReNew India Ordinary Shares without its consent; and (iii) the Company will not vote in favor of matters that would materially adversely and disproportionately affect the Economic Interests of the Founder Investors, GSW and CPP Investments, as compared to the Economic Interests of other shareholders of the Company, or certain rights of the Founder Investors and CPP Investments relating to their ReNew India Ordinary Shares, as compared to the other shareholders of ReNew, in each case, without the prior written consent of the Founder Investors.
Voting Agreement Pursuant to the Business Combination Agreement, at the Closing, the Company, ReNew India, GSW, CPP Investments and the Founder Investors entered into a voting agreement, or the “Voting Agreement,” pursuant to which, among other things, GSW, CPP Investments and the Founder Investors have granted to the Company (or its representative or nominee) irrevocable proxies to exercise all voting rights in respect of their respective ReNew India Ordinary Shares that they continue to hold following the Closing at all general meetings of the shareholders of the Company, subject to certain conditions, including that (i) the Company will vote such ReNew India Ordinary Shares in the same manner it votes the ReNew India Ordinary Shares that it owns, and (ii) the Company will not vote in favour of certain matters that would materially and adversely affect certain rights of GSW relating to its ReNew India Ordinary Shares without its consent; and (iii) the Company will not vote in favour of matters that would materially adversely and disproportionately affect the Economic Interests of the Founder Investors, GSW and CPP Investments, as compared to the Economic Interests of other shareholders of the Company, or certain rights of the Founder Investors and CPP Investments relating to their ReNew India Ordinary Shares, as compared to the other shareholders of ReNew, in each case, without the prior written consent of the Founder Investors.
In the event of (i) any transfer of ReNew Global Shares by Significant Shareholders or any issuance of ReNew Global Shares by the Company which would result in a change of control of the Company or (ii) the termination or non-renewal of the employment of the Founder (other than as a result of his willful default or fraud), the Founder Investors shall be entitled to require the Company to purchase all or any number of Put Shares at the following price per Put Share: (A) if such change of control would result from a transfer of ReNew Global Shares by Significant Shareholders or an issuance of ReNew Global Shares by the Company, the value per Put Share implied by the consideration per ReNew Global Share to be payable to such Significant Shareholders in connection with such transfer or the price per ReNew Global Share received by the Company pursuant to such issuance, as the case may be; or (B) in any other case, (x) if a Founder Investor Put Financing Issuance is not undertaken in connection with such purchase, the value per Put Share implied by the volume weighted average price of Class A Ordinary Shares over the two (2) trading days immediately preceding the completion of such purchase from the Founder Investors or (y) if a Founder Investor Put Financing Issuance is undertaken, the value per Put Share implied by the price per ReNew Global Share received by the Company pursuant to such Founder Investor Put Financing Issuance.
In the event of (i) any transfer of ReNew Global Shares by Significant Shareholders or any issuance of ReNew Global Shares by the Company which would result in a change of control of the Company or (ii) the termination or non-renewal of the employment of the Founder (other than as a result of his wilful default or fraud), the Founder Investors shall be entitled to require the Company to purchase all or any number of Put Shares at the following price per Put Share: (A) if such change of control would result from a transfer of ReNew Global Shares by Significant Shareholders or an issuance of ReNew Global Shares by the Company, the value per Put Share implied by the consideration per ReNew Global Share to be payable to such Significant Shareholders in connection with such transfer or the price per ReNew Global Share received by the Company pursuant to such issuance, as the case may be; or (B) in any other case, (x) if a Founder Investor Put Financing Issuance is not undertaken in connection with such purchase, the value per Put Share implied by the volume weighted average price of Class A Ordinary Shares over the two (2) trading days immediately preceding the completion of such purchase from the Founder Investors or (y) if a Founder Investor Put Financing Issuance is undertaken, the value per Put Share implied by the price per ReNew Global Share received by the Company pursuant to such Founder Investor Put Financing Issuance.
The closing of any such purchase during a calendar year shall occur on the date immediately after the announcement by the Company of its financial results following the date falling 12 months after the exercise of such put option. 125 (b) Founder Investor Ordinary Put Option .
The closing of any such purchase during a calendar year shall occur on the date immediately after the announcement by the Company of its financial results following the date falling 12 months after the exercise of such put option. (b) Founder Investor Ordinary Put Option.
The Class D Ordinary Share represents a number of votes from time to time (as at March 31, 2023: 12,345,678) 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 under the Business Combination Agreement.
The Class D Ordinary Share represents a number of votes from time to time (as at March 31, 2024: 12,345,678) 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 under the Business Combination Agreement.
The Company and the Shareholders Agreement Investors will agree to take all necessary actions (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favor of any resolution) to increase our share capital to effect and facilitate such issuance and to register such Class A Ordinary Shares pursuant to and in accordance with the Registration Rights, Coordination and Put Option Agreement.
The Company and the Shareholders Agreement Investors will agree to take all necessary actions (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favour of any resolution) to increase our share capital to effect and facilitate such issuance and to register such Class A Ordinary Shares pursuant to and in accordance with the Registration Rights, Coordination and Put Option Agreement.
(5) JERA Power RN B.V. is a company organized under the laws of the Netherlands, and wholly owned subsidiary of JERA Co., Inc., having its registered office at De entrée 250, 1101EE Amsterdam, The Netherlands. Under SEC rules, JERA Co., Inc. may be deemed to have beneficial ownership of the shares held by JERA Power RN B.V.
(5) JERA Power RN B.V. is a company organised under the laws of the Netherlands, and wholly owned subsidiary of JERA Co., Inc., having its registered office at De entrée 250, 1101EE Amsterdam, The Netherlands. Under SEC rules, JERA Co., Inc. may be deemed to have beneficial ownership of the shares held by JERA Power RN B.V.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 31, 2023 by: • each person known by us who is the beneficial owner of 5% or more of our outstanding Class A, Class B, Class C and Class D Ordinary Shares; • each of our executive officers and directors individually; and • all of our executive officers and directors as a group.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 31, 2024 by: • each person known by us who is the beneficial owner of 5% or more of our outstanding Class A, Class B, Class C and Class D Ordinary Shares; • each of our executive officers and directors individually; and • all of our executive officers and directors as a group.
Pursuant to the ReNew Global Shareholders Agreement, the Company and the Shareholders Agreement Investors agreed that in the event of any conflict or inconsistency between the ReNew Global Shareholders Agreement and the ReNew Global Articles, it is their intent that the provisions of the ReNew Global Shareholders Agreement will prevail and the Company and the Shareholders Agreement Investors will take all necessary actions within their control (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favor of any resolution) to amend the ReNew Global Articles accordingly.
Pursuant to the ReNew Global Shareholders Agreement, the Company and the Shareholders Agreement Investors agreed that in the event of any conflict or inconsistency between the ReNew Global Shareholders Agreement and the ReNew Global Articles, it is their intent that the provisions of the ReNew Global Shareholders Agreement will prevail and the Company and the Shareholders Agreement Investors will take all necessary actions within their control (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favour of any resolution) to amend the ReNew Global Articles accordingly.
The Company and the Shareholders Agreement Investors agreed to take all necessary actions to give effect to the director appointment rights of the applicable Shareholders Agreement Investors (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favor of the appointment, reappointment or removal, as applicable, of such Shareholders Agreement Investors’ respective appointed directors).
The Company and the Shareholders Agreement Investors agreed to take all necessary actions to give effect to the director appointment rights of the applicable Shareholders Agreement Investors (including, with respect to the Shareholders Agreement Investors, voting their ReNew Global Shares in favour of the appointment, reappointment or removal, as applicable, of such Shareholders Agreement Investors’ respective appointed directors).
Terms of ReNew Global Shares—Transferability Pursuant to the ReNew Global Shareholders Agreement, the ReNew Global Articles provide that each of the Class B Ordinary Share and the Class D Ordinary Share shall not be transferable by the holder thereof, except to any of its affiliates. 122 Terms of ReNew Global Shares—Rights to Dividends and Other Distributions Pursuant to the ReNew Global Shareholders Agreement, the ReNew Global Articles contains provisions reflecting that (i) the holders of Class A Ordinary Shares and Class C Ordinary Share are entitled to dividends and other distributions pro rata with all other shares in the capital of ReNew Global which are entitled to dividends and other distributions and (ii) until August 23, 2024, the holder of the Class B Ordinary Share and the holder of the Class D Ordinary Share will be entitled to participate in dividends and other distributions by ReNew Global to the holders of Class A Ordinary Shares and Class C Ordinary Share, which will be made pro rata to the number of Class A Ordinary Shares and Class C Ordinary Share held by each such person and on the basis that each of the holders of the Class B Ordinary Share and the Class D Share will be deemed to hold, at the time of such dividend or other distribution, such number of Class A Ordinary Shares as would have been issued to such holder and its affiliates if such holder and its affiliates had exchanged the ReNew India Ordinary Shares that they continue to hold at the time of such dividend or other distribution for Class A Ordinary Shares at the exchange ratio under 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 ReNew Global Shares or ReNew India Ordinary Shares after the Closing), without duplication of, and reduced by, the amount of any dividends or other distributions made by ReNew to its shareholders in which the holder of the Class B Ordinary Share or any of its affiliates or the holder of the Class D Ordinary Share or any of its affiliates participates in its or their capacity as a holder of ReNew India Ordinary Shares.
Terms of ReNew Global Shares—Rights to Dividends and Other Distributions Pursuant to the ReNew Global Shareholders Agreement, the ReNew Global Articles contains provisions reflecting that (i) the holders of Class A Ordinary Shares and Class C Ordinary Share are entitled to dividends and other distributions pro rata with all other shares in the capital of ReNew Global which are entitled to dividends and other distributions and (ii) until August 23, 2024, the holder of the Class B Ordinary Share and the holder of the Class D Ordinary Share will be entitled to participate in dividends and other distributions by ReNew Global to the holders of Class A Ordinary Shares and Class C Ordinary Share, which will be made pro rata to the number of Class A Ordinary Shares and Class C Ordinary Share held by each such person and on the basis that each of the holders of the Class B Ordinary Share and the Class D Share will be deemed to hold, at the time of such dividend or other distribution, such number of Class A Ordinary Shares as would have been issued to such holder and its affiliates if such holder and its affiliates had exchanged the ReNew India Ordinary Shares that they continue to hold at the time of such dividend or other distribution for Class A Ordinary Shares at the exchange ratio under 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 ReNew Global Shares or ReNew India Ordinary Shares after the Closing), without duplication of, and reduced by, the amount of any dividends or other distributions made by ReNew to its shareholders in which the holder of the Class B Ordinary Share or any of its affiliates or the holder of the Class D Ordinary Share or any of its affiliates participates in its or their capacity as a holder of ReNew India Ordinary Shares.
Beneficial Owners Number of Class A Ordinary Shares Percentage of Class A Ordinary Shares (1) Number of Class B Ordinary Shares Percentage of Class B Ordinary Shares (2) Number of Class C Ordinary Shares Percentage of Class C Ordinary Shares Number of Class D Ordinary Shares Percentage of Class D Ordinary Shares Five Percent Holders CPP Investments (3) 88,846,844 33.3 - 118,363,766 100 1 100 Platinum Cactus (4) 58,170,916 22.8 - - - JERA (5) 28,524,255 11.2 - - - Directors and Executive Officers - Mr.
Beneficial Owners Number of Class A Ordinary Shares Percentage of Class A Ordinary Shares (1) Number of Class B Ordinary Shares Percentage of Class B Ordinary Shares (2) Number of Class C Ordinary Shares Percentage of Class C Ordinary Shares Number of Class D Ordinary Shares Percentage of Class D Ordinary Shares Five Percent Holders CPP Investments (3) 88,846,844 34.6 - 118,363,766 100 1 100 Platinum Cactus (4) 58,170,916 23.8 - - - JERA (5) 28,524,255 11.7 - - - Directors and Executive Officers - Mr.
Sinha is the record holder of one Class B Ordinary Share, which carries voting rights equal to a number of votes from time to time (as at March 31, 2023: 13,554,680) 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 under the Business Combination Agreement.
Sinha is the record holder of one Class B Ordinary Share, which carries voting rights equal to a number of votes from time to time (as at March 31, 2024: 11,437,725) 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 under the Business Combination Agreement.
Kavita Saha; (iii) for so long as the Founder Investors, together with their affiliates, hold at least 40% of the Equivalent Voting Beneficial Shares held by the Founder Investors as of the Closing Date or (ii) for so long as the Founder is the Chief Executive Officer or Chairman of the ReNew group, whichever is longer, the Founder Investors have the right to appoint one (1) director (the “Founder Director”) to the ReNew Global Board, which must be the Founder himself for so long as he is the Chief Executive Officer or Chairman of the ReNew group; and (iv) from August 23, 2023 any “Major Investor” (being the Shareholders Agreement Investor holding the largest Effective Economic Interest, if it holds at least 26% of the Equivalent Outstanding Voting Beneficial Shares) will be entitled to appoint two Directors to the ReNew Global Board and either the two (if there is a Major Investor) or the four (if there is not) Voting Investors (being shareholders other than the Founder Investors) holding the highest percentages (provided these are at least 15%) of the Equivalent Outstanding Voting Beneficial Shares will have the right to appoint one Director. 117 In addition, pursuant to the ReNew Global Shareholders Agreement, from Closing of the Business Combination until the second anniversary of the Closing Date, one (1) director will be Mr.
Bill Rogers; (iii) for so long as the Founder Investors, together with their affiliates, hold at least 40% of the Equivalent Voting Beneficial Shares held by the Founder Investors as of the Closing Date or (ii) for so long as the Founder is the Chief Executive Officer or Chairman of the ReNew group, whichever is longer, the Founder Investors have the right to appoint one (1) director (the “Founder Director”) to the ReNew Global Board, which must be the Founder himself for so long as he is the Chief Executive Officer or Chairman of the ReNew group; and (iv) from August 23, 2023 any “Major Investor” (being the Shareholders Agreement Investor holding the largest Effective Economic Interest, if it holds at least 26% of the Equivalent Outstanding Voting Beneficial Shares) will be entitled to appoint two Directors to the ReNew Global Board and either the two (if there is a Major Investor) or the four (if there is not) Voting Investors (being shareholders other than the Founder Investors) holding the highest percentages (provided these are at least 15%) of the Equivalent Outstanding Voting Beneficial Shares will have the right to appoint one Director.
Vaishali Sinha are the directors of ReNew Foundation. ReNew Foundation is a philanthropic arm of the Company working towards creating sustainable communities through its initiatives around energy access in rural and semi-urban rural areas.
ReNew Foundation is a philanthropic arm of the Company working towards creating sustainable communities through its initiatives around energy access in rural and semi-urban rural areas.
See section titled “ Memorandum and Articles of Association — Description of Share Capital ” under Item 10.B. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially owned by them.
See section titled “Memorandum and Articles of Association — Share Capital” under Item 10.B. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially owned by them.
JERA Co., Inc., a company organized under the laws of Japan. JERA Co., Inc. is managed by a board of directors and because the board of directors acts by consensus/majority approval, none of the members of the JERA Co., Inc. board of directors has sole voting or dispositive power with respect to the securities of ReNew held by JERA.
JERA Co., Inc. is managed by a board of directors and because the board of directors acts by consensus / majority approval, none of the members of the JERA Co., Inc. board of directors has sole voting or dispositive power with respect to the securities of ReNew held by JERA.
(7) Represents Class A Ordinary Shares issued and issuable upon the exercise of options held by Messrs. Sumant Sinha, Kedar Upadhyay, Mayank Bansal, Sanjay Varghese and Balram Mehta and that were exercisable within 60 days as of March 31, 2023.
(7) Represents Class A Ordinary Shares issued and issuable upon the exercise of options held by Messrs. Sumant Sinha, Kailash Vaswani, Mayank Bansal, Sanjay Varghese and Balram Mehta and that were exercisable within 60 days as of March 31, 2024.
Sinha may be deemed to share beneficial ownership over the securities held by each of Cognisa and Wisemore. In addition, 17,682,118 Class A Ordinary Shares are issuable upon the exercise of options held by Mr. Sinha that were exercisable within 60 days as of March 31, 2023.
Sinha may be deemed to share beneficial ownership over the securities held by each of Cognisa and Wisemore. In addition, 26,670,044 Class A Ordinary Shares are issuable upon the exercise of options held by Mr. Sinha that were exercisable within 60 days as of March 31, 2024.
Balram Mehta (7) * * - - - - All directors and executive officers as a group (13 persons) (8) 21,375,878 7.79 - - - - Notes: * Less than 1% 115 (1) In calculating the percentages, (a) the numerator is the relevant holder’s beneficial holding of Class A Ordinary Shares as of March 31, 2023 (calculated as set out above, including the number of Class A Ordinary Shares issuable upon the exercise of employee share options or other convertible securities exercisable any time within 60 days); and (b) the denominator is calculated by adding the aggregate number of Class A Ordinary Shares outstanding as of March 31, 2023 and the number of Class A Ordinary Shares issuable upon the exercise of employee share options or other convertible securities that, as of March 31, 2023, were held by the relevant holder and exercisable within 60 days, if any (but not the number of Class A Ordinary Shares issuable upon the exercise of employee share options or other convertible securities held by any other beneficial owner).
Balram Mehta (7) * * - - - - All directors and executive officers as a group (14 persons) (8) 30,279,548 11.0 - - - - Notes: * Less than 1% 123 (1) In calculating the percentages, (a) the numerator is the relevant holder’s beneficial holding of Class A Ordinary Shares as of March 31, 2024 (calculated as set out above, including the number of Class A Ordinary Shares issuable upon the exercise of employee share options or other convertible securities exercisable any time within 60 days); and (b) the denominator is calculated by adding the aggregate number of Class A Ordinary Shares outstanding as of March 31, 2024 and the number of Class A Ordinary Shares issuable upon the exercise of employee share options or other convertible securities that, as of March 31, 2024, were held by the relevant holder and exercisable within 60 days, if any (but not the number of Class A Ordinary Shares issuable upon the exercise of employee share options or other convertible securities held by any other beneficial owner).
As of March 31, 2023, 254,673,898 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, 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.
Employment Agreements See section titled “Compensation — Sumant Sinha Employment Agreement” and “Compensation — Employment Agreement of Executive Officers other than Sumant Sinha” under Item 6.B for a description of the employment agreements with our executive officers.
Employment Agreements See section titled “Compensation — Sumant Sinha Employment Agreement” and “Compensation — Employment Agreement of Executive Officers other than Sumant Sinha” under Item 6.B for a description of the employment agreements with our executive officers. 132 Equity-Based Compensation Plans See section titled “Compensation — Equity Compensation” under Item 6.B for a description of the equity incentive plans.
As at March 31, 2023: 82 Class A Ordinary Shares would have been so issuable to Mr. Sinha, 6,498,329 to Cognisa and its affiliates and 7,056,269 to Wisemore and its affiliates. Cognisa and Wisemore are directly owned and controlled by Mr. Sinha. As a result, Mr.
As at March 31, 2024, 82 Class A Ordinary Shares would have been so issuable to Mr. Sinha, 6,498,328 to Cognisa and its affiliates and 4,939,313 to Wisemore and its affiliates. Cognisa and Wisemore are directly owned and controlled by Mr. Sinha. As a result, Mr.
Pursuant to the ReNew Global Shareholders Agreement, the Company and the Shareholders Agreement Investors agreed that, any action by the Board to increase or decrease the maximum size of the Board will require the prior written consent of each Shareholders Agreement Investor that has the right to appoint a director at such time pursuant to the terms of the ReNew Global Shareholders Agreement, except that if a Shareholders Agreement Investor with a director appointment right ceases to have such appointment right, the size of the Board may be decreased by the director such Shareholders Agreement Investor ceases to have such right to appoint, without the consent of any Shareholders Agreement Investor. 118 “Effective Economic Interest” means, with respect to a Shareholders Agreement Investor or a Significant Shareholder, as applicable, at a particular time of determination, the percentage equal to (a) (i) the total number of Class A Ordinary Shares and Class C Ordinary Shares, if any, held by such Shareholders Agreement Investor and its affiliates or such Significant Shareholders and its affiliates, as applicable, at such time, plus (ii) the number of Class A Ordinary Shares that would have been issued to such Shareholders Agreement Investor and its affiliates or such Significant Shareholder and its affiliates, as applicable, had they exchanged the ReNew India Ordinary Shares, if any, that they continue to hold at such time for Class A Ordinary Shares at the exchange ratio under 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), divided by (b) the Equivalent Outstanding Economic Beneficial Shares at such time.
“Effective Economic Interest” means, with respect to a Shareholders Agreement Investor or a Significant Shareholder, as applicable, at a particular time of determination, the percentage equal to (a) (i) the total number of Class A Ordinary Shares and Class C Ordinary Shares, if any, held by such Shareholders Agreement Investor and its affiliates or such Significant Shareholders and its affiliates, as applicable, at such time, plus (ii) the number of Class A Ordinary Shares that would have been issued to such Shareholders Agreement Investor and its affiliates or such Significant Shareholder and its affiliates, as applicable, had they exchanged the ReNew India Ordinary Shares, if any, that they continue to hold at such time for Class A Ordinary Shares at the exchange ratio under 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), divided by (b) the Equivalent Outstanding Economic Beneficial Shares at such time.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
ITEM 7. MAJOR SHA REHOLDERS AND RELATED PARTY TRANSACTIONS A.
(8) This includes 19,714,938 options held by the executive director and executive officers of ReNew Global that are vested and exercisable, and that were exercisable within 60 days as of March 31, 2023. 116 B.
(8) This includes 30,279,548 options held by the executive director and executive officers of ReNew Global that are vested and exercisable, and that were exercisable within 60 days as of March 31, 2024. 124 B.
Additionally, for so long as the Founder Investors have the right to require the Company to purchase ReNew India Ordinary Shares held by them (as described below), the Company agreed to file and maintain a registration statement to cover issuances of Class A Ordinary Shares by the Company for purposes of a Founder Investor Put Financing Issuance. 123 The Significant Shareholders are entitled from time to time to deliver to the Company a request to sell all or a portion of their Registrable Securities under an effective shelf registration statement in an underwritten offering; provided , that (a) each Significant Shareholder shall be entitled to make no more than two (2) such requests in the 12-month period immediately following Closing and no more than one (1) such request in each calendar quarter thereafter, and (b) the Company shall not be required to effect an offering if (i) during the 12-month period immediately following Closing, the Company has effected one (1) offering pursuant to a Significant Shareholder’s request in the immediately preceding three (3) month period, and (ii) after such 12-month period, the Company has effected two (2) offerings pursuant to a Significant Shareholder’s request in the calendar quarter in which a request for an offering is received.
The Significant Shareholders are entitled from time to time to deliver to the Company a request to sell all or a portion of their Registrable Securities under an effective shelf registration statement in an underwritten offering; provided, that (a) each Significant Shareholder shall be entitled to make no more than two (2) such requests in the 12 -month period immediately following Closing and no more than one (1) such request in each calendar quarter thereafter, and (b) the Company shall not be required to effect an offering if (i) during the 12-month period immediately following Closing, the Company has effected one (1) offering pursuant to a Significant Shareholder’s request in the immediately preceding three (3) month period, and (ii) after such 12-month period, the Company has effected two (2) offerings pursuant to a Significant Shareholder’s request in the calendar quarter in which a request for an offering is received.
“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. 119 Removal; Resignation; Vacancies Each Shareholders Agreement Investor that has the right to appoint a director to the Board has the right to remove its appointed director on the Board and the exclusive right to appoint a replacement director to fill any vacancy that is created at any time by the death, disqualification, disability, retirement, removal, failure of being elected or resignation of such Shareholders Agreement Investors’ appointed director on the Board, and the Company will be obligated to cause such vacancy to be filled, as soon as possible, by such replacement director.
Removal; Resignation; Vacancies Each Shareholders Agreement Investor that has the right to appoint a director to the Board has the right to remove its appointed director on the Board and the exclusive right to appoint a replacement director to fill any vacancy that is created at any time by the death, disqualification, disability, retirement, removal, failure of being elected or resignation of such Shareholders Agreement Investors’ appointed director on the Board, and the Company will be obligated to cause such vacancy to be filled, as soon as possible, by such replacement director.
The Company as of March 31, 2023 held 28,010,273 Class A Ordinary Shares par value $0.0001 per share as treasury shares.
The Company as of March 31, 2024 held 38,698,288 Class A Ordinary Shares par value $0.0001 per share as treasury shares.
ReNew India Ordinary Shares Transfer Restrictions In addition, the Company and the Shareholders Agreement Investors have agreed, pursuant to the ReNew Global Shareholders Agreement, that the articles of association of ReNew India adopted with effect from the Closing will provide that CPP Investments and the Founder Investors will not be permitted to transfer any ReNew India Ordinary Shares other than to their respective affiliates or to the Company, except for certain transfers by the Founder Investors relating to indebtedness incurred by the Founder Investors and their affiliates. 121 ReNew Global Articles Pursuant to the ReNew Global Shareholders Agreement, the Company on August 23, 2021 adopted the ReNew Global Articles with effect as of the Closing which, among other things, incorporated and gave effect to the applicable provisions of the ReNew Global Shareholders Agreement and the terms of the ordinary shares set forth in the ReNew Global Shareholders Agreement as discussed below and provide that the provisions of the ReNew Global Articles that incorporate and give effect to such provisions and terms may not be amended or waived without the prior written consent of the Shareholders Agreement Investors that hold an Effective Economic Interest.
ReNew Global Articles Pursuant to the ReNew Global Shareholders Agreement, the Company on August 23, 2021 adopted the ReNew Global Articles with effect as of the Closing which, among other things, incorporated and gave effect to the applicable provisions of the ReNew Global Shareholders Agreement and the terms of the ordinary shares set forth in the ReNew Global Shareholders Agreement as discussed below and provide that the provisions of the ReNew Global Articles that incorporate and give effect to such provisions and terms may not be amended or waived without the prior written consent of the Shareholders Agreement Investors that hold an Effective Economic Interest.
If GSW exercises its GSW Priority Offering Right, in each subsequent offering that is not a GSW Priority Offering, each of the Significant Shareholders other than GSW will be entitled to have their Registrable Securities sold (pro rata to the number of Registrable Securities requested to be sold by each such Significant Shareholder in aggregate in each GSW Priority Offering) in priority to any Registrable Securities requested to be sold by GSW in such offering, until each such Significant Shareholder (other than GSW) has sold such number of Registrable Securities it had requested to sell and would have been entitled to sell in prior GSW Priority Offerings but for the exercise of the GSW Priority Offering Right, or the “Catch-Up Right”; provided that if a Significant Shareholder elects not to participate in a subsequent offering requested by GSW where such Significant Shareholder would have been entitled to exercise its Catch-Up Right, such Significant Shareholder shall cease to be entitled to such Catch-Up Right in respect of such number of Registrable Securities it would have been entitled to sell under its Catch-Up Right had such Significant Shareholder participated in such offering.
If GSW exercises its GSW Priority Offering Right, in each subsequent offering that is not a GSW Priority Offering, each of the Significant Shareholders other than GSW will be entitled to have their Registrable Securities sold (pro rata to the number of Registrable Securities requested to be sold by each such Significant Shareholder in aggregate in each GSW Priority Offering) in priority to any Registrable Securities requested to be sold by GSW in such offering, until each such Significant Shareholder (other than GSW) has sold such number of Registrable Securities it had requested to sell and would have been entitled to sell in prior GSW Priority Offerings but for the exercise of the GSW Priority Offering Right, or the “Catch-Up Right”; provided that if a Significant Shareholder elects not to participate in a subsequent offering requested by GSW where such Significant Shareholder would have been entitled to exercise its Catch- Up Right, such Significant Shareholder shall cease to be entitled to such Catch-Up Right in respect of such number of Registrable Securities it would have been entitled to sell under its Catch-Up Right had such Significant Shareholder participated in such offering. 130 If the Company proposes to file a registration statement to register securities or effect an offering of securities for its own account or the account of any other shareholder who is not a Significant Shareholder or a Founder Investor, the Company will be required to notify all Significant Shareholders and the Founder Investors prior to filing such registration statement, and each of the Significant Shareholders and Founder Investors will be entitled to piggyback registration rights to request that Registrable Securities held by them equal to not more than such Significant Shareholder’s or such Founder Investor’s Effective Economic Interest be included in such registration statement.
If the managing underwriter(s) appointed in respect of a piggyback registration that is an underwritten offering advice that marketing factors require a cut-back in the number of Registrable Securities that can be sold under the offering, the number of Registrable Securities to be sold by each Significant Shareholder and each Founder Investor requesting to include its Registrable Securities in such offering will be reduced on a pro rata basis based on the number of Registrable Securities requested to be sold by all of the requesting Significant Shareholders and Founder Investors; provided , that (a) GSW shall be entitled to exercise the GSW Priority Offering Right in respect of such offering and (b) subject to the GSW Priority Offering Right, (i) the number of Registrable Securities to be sold by SACEF in respect of such offering will not be reduced and will take priority and (ii) the number of Registrable Securities proposed to be offered in respect of the Founder Investors (through a Founder Investor Put Financing Issuance) will not be reduced and will take priority. 124 Each Significant Shareholder’s and Founder Investor’s registration rights pursuant to the Registration Rights, Coordination and Put Option Agreement will not be transferrable to any third party, except (a) that GSW’s registration rights in respect of its Class C Ordinary Share will transfer to a third party which acquires Class C Ordinary Share from GSW provided such third party agrees to comply with the obligations applicable to GSW under the Registration Rights, Coordination and Put Option Agreement as if such third party were a party thereto, and provided further that such third party will only be subject to the coordination obligations thereunder if such third party acquires Class C Ordinary Share representing an Effective Economic Interest of at least 5%.
If the managing underwriter(s) appointed in respect of a piggyback registration that is an underwritten offering advice that marketing factors require a cut-back in the number of Registrable Securities that can be sold under the offering, the number of Registrable Securities to be sold by each Significant Shareholder and each Founder Investor requesting to include its Registrable Securities in such offering will be reduced on a pro rata basis based on the number of Registrable Securities requested to be sold by all of the requesting Significant Shareholders and Founder Investors; provided, that (a) GSW shall be entitled to exercise the GSW Priority Offering Right in respect of such offering and (b) subject to the GSW Priority Offering Right, (i) the number of Registrable Securities to be sold by SACEF in respect of such offering will not be reduced and will take priority and (ii) the number of Registrable Securities proposed to be offered in respect of the Founder Investors (through a Founder Investor Put Financing Issuance) will not be reduced and will take priority.
Equity-Based Compensation Plans See section titled “ Compensation — Equity Compensation ” under Item 6.B for a description of the equity incentive plans. 126 ReNew Foundation The Company set up the ReNew Foundation, which is a non-profit organization under Indian laws, to further its corporate social responsibility initiatives. Mr. Sumant Sinha and Ms.
ReNew Foundation The Company set up the ReNew Foundation, which is a non-profit organization under Indian laws, to further its corporate social responsibility initiatives. Mr. Sumant Sinha and Ms. Vaishali Sinha are the directors of ReNew Foundation.
Pursuant to the ReNew Global Shareholders Agreement, the Company is required to procure that, by no later than August 23, 2027, each Director (other than Directors who hold an executive position with the Company) is elected on an annual basis at a general meeting of the Company’s shareholders.
Pursuant to the ReNew Global Shareholders Agreement, the Company is required to procure that, by no later than August 23, 2027, each Director (other than Directors who hold an executive position with the Company) is elected on an annual basis at a general meeting of the Company’s shareholders. 125 Pursuant to the ReNew Global Shareholders Agreement, the Company and the Shareholders Agreement Investors agreed that, any action by the Board to increase or decrease the maximum size of the Board will require the prior written consent of each Shareholders Agreement Investor that has the right to appoint a director at such time pursuant to the terms of the ReNew Global Shareholders Agreement, except that if a Shareholders Agreement Investor with a director appointment right ceases to have such appointment right, the size of the Board may be decreased by the director such Shareholders Agreement Investor ceases to have such right to appoint, without the consent of any Shareholders Agreement Investor.
Pursuant to the ReNew Global Shareholders Agreement, among other things, the Company and the Shareholders Agreement Investors agreed that (i) the majority of the directors on the Board will not be resident in India, the United Kingdom, the Channel Islands or the Isle of Man and (ii) during the period commencing on the Closing Date until August 23, 2023, the Board will be comprised of up to eleven (11) directors, six (6) of whom must qualify as “independent” directors as determined in accordance with the rules and regulations of Nasdaq and the SEC (including at least two female independent directors).
Pursuant to the ReNew Global Shareholders Agreement, among other things, the Company and the Shareholders Agreement Investors agreed that the majority of the directors on the Board will not be resident in India, the United Kingdom, the Channel Islands or the Isle of Man.
Removed
Sumant Sinha (6)(7) 17,682,118 6.5 1 100.00 - Ms. Kavita Saha - - - - - Mr. Yuzhi Wang - - - - - Mr. Ram Charan 25,000 0.0 - - - Mr. Manoj Singh 15,000 0.0 - - - Mr. Philip Kassin 1,575,940 0.6 - - - Sir Sumantra Chakrabarti 15,000 0.0 - - - Ms.
Added
Sumant Sinha (6)(7) 26,670,044 9.8 1 100.00 - Mr. Manoj Singh 37,471 * - - - Sir Sumantra Chakrabarti 37,471 * - - - Ms. Vanitha Narayanan 37,471 * - - - Ms. Paula Gold- Williams - - - - - Mr. Philip Graham New - - Ms. Nicoletta Giadrossi - - - - - Ms.
Removed
Vanitha Narayanan 15,000 0.0 - - - Ms. Michelle Robyn Grew 15,000 0.0 - - - Mr. Kedar Upadhye (7) - - - - - - Mr. Mayank Bansal (7) * * - - - - Mr. Sanjay Varghese (7) * * - - - - Mr.
Added
Kavita Saha - - - - - Mr. Yuzhi Wang - - - - - Mr. William Bowen Shephard Rogers - - - - - Mr. Kailash Vaswani (7) * * - - - - Mr. Mayank Bansal (7) * * - - - - Mr. Sanjay Varghese (7) * * - - - - Mr.
Removed
Robert S. Mancini, or if he resigns or is otherwise unable to serve as a director prior to the second anniversary, his successor appointed by MKC Investments (as assignee of RMG Sponsor II) to the ReNew Global Board. Mr. Robert S. Mancini has now been succeeded by Mr. Philip Kassin.
Added
JERA Co., Inc., a company organised under the laws of Japan.
Removed
Each of JERA (provided that it, together with its Affiliates, holds at least 40% of the Class A Ordinary Shares held by it as of the Closing Date and it does not hold a right to appoint an Investor Nominee Director at the relevant time), MKC Investments (for so long as it, together with its affiliates, holds at least 40% of the Effective Economic Interest (defined below) held by it on the Closing Date (disregarding dilution resulting from certain share issuances by ReNew Global)) and the Founder (for so long as the Founder Investors, together with their affiliates, hold at least 40% of the Effective Economic Interest held by the Founder Investors as of the Closing Date (disregarding dilution resulting from any share issuances by ReNew Global)) have the right to appoint one individual as an observer on the ReNew Global Board and to remove such individual so appointed and to appoint another individual in that individual’s place.
Added
Anuj Girotra and has now appointed Ms. Kavita Saha and Mr.
Removed
The Company and the Shareholders Agreement Investors agreed to take all necessary actions to cause the appointment of such observers, who will be entitled to (a) receive a copy of all notices, documents and other materials which are provided to directors of the Company, or which directors of the Company are entitled to, at the same time such notices, documents and other materials are provided to the directors, in connection with any meetings of the board or any committee of the board or any other matters to be resolved upon by the board and (b) attend all meetings of the board and any committee of the board, but such observers will not to be a director of the Company and, accordingly, will not be entitled to vote in any meetings of the board or any committee of the board or be counted for purposes of deciding whether there is a quorum at a meeting.
Added
“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.
Removed
If a Shareholders Agreement Investor with a director appointment right ceases to have such right pursuant to the terms of the ReNew Global Shareholders Agreement such that there are any seats on the Board for which no Shareholders Agreement Investor has the right to appoint a director, the selection of any director to full that seat will be conducted in accordance with applicable law and the organizational documents of the Company then in effect.
Added
ReNew India Ordinary Shares Transfer Restrictions In addition, the Company and the Shareholders Agreement Investors have agreed, pursuant to the ReNew Global Shareholders Agreement, that the articles of association of ReNew India adopted with effect from the Closing will provide that CPP Investments and the Founder Investors will not be permitted to transfer any ReNew India Ordinary Shares other than to their respective affiliates or to the Company, except for certain transfers by the Founder Investors relating to indebtedness incurred by the Founder Investors and their affiliates.
Removed
Board Committees; Other Governance Principles In accordance with the ReNew Global Shareholders Agreement, the Company agreed to cause the Board to establish and maintain, from and following the Closing Date, an audit committee, a remuneration committee, a nomination committee and a finance and operations committee, comprised as follows: (i) the audit committee consists of three (3) directors who must qualify as “independent” directors as determined in accordance with the rules and regulations of Nasdaq and the SEC; (ii) the remuneration committee consists of (i) one (1) director who must qualify as an “independent” director as determined in accordance with the rules and regulations of Nasdaq and the SEC (who will be the chairman of the remuneration committee); (ii) one (1) director appointed by a Shareholders Agreement Investor that has a director appointment right and (iii) the director appointed by the Founder Investors; (iii) the nomination committee consists of (i) one (1) director who must qualify as an “independent” director as determined in accordance with the rules and regulations of Nasdaq and the SEC (who will be the chairman of the nomination committee), (ii) one (1) director appointed by a Shareholders Agreement Investor that has a director appointment right and (iii) the director appointed by the Founder Investors; (iv) the finance and operations committee consists of (i) one (1) director who must qualify as an “independent” director as determined in accordance with the rules and regulations of Nasdaq and the SEC (who will be the chairman of the remuneration committee), (ii) one (1) director appointed by each Shareholders Agreement Investor that, together with its affiliates, holds an Effective Economic Interest equal to or greater than 10% and that has a director appointment right and (iii) the director appointed by the Founder Investors; and (v) the ESG committee.
Added
On July 24, 2023, the shareholders’ agreement dated August 23, 2021 between certain of the Company’s significant investors (the ‘‘Investors’’) and the Company (the ‘‘SHA’’) was amended with immediate effect, principally to change the parties’ agreements as to the rights of Investors in the Company under the SHA to appoint directors and associated provisions.
Removed
Unless already serving as a member of the applicable committee, upon the request of a Shareholders Agreement Investor that, together with its affiliates, holds an Effective Economic Interest equal to or greater than 10% and that has a director appointment right, the Company will be obligated to cause the director appointed by such Shareholders Agreement Investor to be appointed as an observer on each of the audit committee, the remuneration committee, the nomination committee and the finance and operations committee, who will be entitled to all rights and privileges of a member of such committee except for the right to vote in meetings of such committee and to be considered for purposes of the calculation of a quorum.
Added
As required by the amended SHA, it was necessary to amend its articles of association (the ‘‘New Articles’’) so as to remove the inconsistencies between the Company’s previous articles of association and the SHA that have arisen as a result of the latter’s amendment.
Removed
In accordance with these provisions, the Board intends to propose the Amended Articles to shareholders for adoption at the Company’s 2023 annual general meeting so as to remove the inconsistencies between the current ReNew Global Articles and the ReNew Global Shareholders Agreement that have arisen as a result of the latter’s amendment executed on July 24, 2023.
Added
To understand the changes in full, shareholders are encouraged to review the full text of the New Articles, which is appended herewith as an exhibit. These amendments to the articles were approved unanimously by the Board on July 17, 2023 and subsequently by the shareholders at Annual General Meeting of the Company held on September 12, 2023.
Removed
If the Company proposes to file a registration statement to register securities or effect an offering of securities for its own account or the account of any other shareholder who is not a Significant Shareholder or a Founder Investor, the Company will be required to notify all Significant Shareholders and the Founder Investors prior to filing such registration statement, and each of the Significant Shareholders and Founder Investors will be entitled to piggyback registration rights to request that Registrable Securities held by them equal to not more than such Significant Shareholder’s or such Founder Investor’s Effective Economic Interest be included in such registration statement.
Added
Terms of ReNew Global Shares—Transferability Pursuant to the ReNew Global Shareholders Agreement, the ReNew Global Articles provide that each of the Class B Ordinary Share and the Class D Ordinary Share shall not be transferable by the holder thereof, except to any of its affiliates.
Added
Additionally, for so long as the Founder Investors have the right to require the Company to purchase ReNew India Ordinary Shares held by them (as described below), the Company agreed to file and maintain a registration statement to cover issuances of Class A Ordinary Shares by the Company for purposes of a Founder Investor Put Financing Issuance.
Added
Each Significant Shareholder’s and Founder Investor’s registration rights pursuant to the Registration Rights, Coordination and Put Option Agreement will not be transferrable to any third party, except (a) that GSW’s registration rights in respect of its Class C Ordinary Share will transfer to a third party which acquires Class C Ordinary Share from GSW provided such third party agrees to comply with the obligations applicable to GSW under the Registration Rights, Coordination and Put Option Agreement as if such third party were a party thereto, and provided further that such third party will only be subject to the coordination obligations thereunder if such third party acquires Class C Ordinary Share representing an Effective Economic Interest of at least 5%.