Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

As confidentially submitted to the Securities and Exchange Commission on March 23, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RENEW ENERGY GLOBAL LIMITED^*

(Exact Name of Registrant as Specified in Its Charter)

C/O Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

London E14 5DS

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED             , 2021

LETTER TO SHAREHOLDERS OF RMG ACQUISITION CORPORATION II

RMG Acquisition Corporation II

50 West Street, Suite 40C

New York, New York 10006

Dear RMG Acquisition Corporation II Shareholder:

You are cordially invited to attend an extraordinary general meeting of RMG Acquisition Corporation II, a Cayman Islands exempted company, or “RMG II,” which will be held on                , 2021 at                 , Eastern time, at https://                     and at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, New York 10001-8602, or the “RMG II General Meeting,” In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, RMG II has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of RMG II’s shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of RMG II, the physical location of the meeting shall be at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at One Manhattan West, New York, New York 10001-8602.

On February 24, 2021, RMG II, ReNew Power Private Limited, a company with limited liability incorporated under the laws of India, or “ReNew India,” Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II, or the “RMG II Representative,” ReNew Energy Global Limited, a private limited company registered in England and Wales with registered number 13220321, or “ReNew Global,” ReNew Power Global Merger Sub, a Cayman Islands exempted company, which is a wholly-owned subsidiary of ReNew Global, or “ Merger Sub,” and certain shareholders of ReNew India, or the “Major Shareholders,” entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) pursuant to which several transactions will occur, and in connection therewith, ReNew Global will be the ultimate parent company of ReNew India and RMG II, or the “Business Combination.”

At the RMG II General Meeting, RMG II shareholders will be asked to consider and vote upon a proposal, as an ordinary resolution, to adopt the Business Combination Agreement and approve the terms thereto, or the “Business Combination Proposal” or “Proposal No. 1,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex A,

In addition to the Business Combination Proposal, RMG II shareholders will be asked to consider and vote upon a proposal, as a special resolution, to approve the Merger and the plan of merger between RMG II and Merger Sub in the form tabled at the RMG II General Meeting, or the “Merger Proposal” or “Proposal No. 2,” which will be substantially in the form attached to the accompanying proxy statement/prospectus as Annex B, or the “Plan of Merger.”

In addition to the Business Combination Proposal and the Merger Proposal, RMG II shareholders are being asked to consider and vote on a proposal, as a special resolution, to approve the form of the amended and restated memorandum and articles of association of RMG II, a copy of which is attached as an exhibit to the accompanying proxy statement/prospectus as Annex C, or the “Memorandum and Articles of Association Proposal” or “Proposal No. 3.” The amended and restated memorandum and articles of association present no material change from the current amended and restated memorandum and articles of association of RMG II. The approval of the Business Combination Proposal and the Merger Proposal is a condition to the adoption of the Amended and Restated Memorandum and Articles of Association Proposal. Accordingly, if the Business Combination Proposal and the Merger Proposal are not approved, the RMG II Amended and Restated Memorandum and Articles of Association Proposal will not be presented at the RMG II General Meeting.

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, RMG II and ReNew Global entered into Subscription Agreements, or the “Subscription Agreements,” with certain investors, or the “PIPE Investors,” pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ReNew Global agreed to issue and sell to such PIPE Investors, an aggregate of 85,500,000 ReNew Global Class A Shares at $10.00 per share for gross proceeds of $855,000,000, or the “PIPE Subscription,” on the date of the Merger. The ReNew Global Class A Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. ReNew Global will grant the PIPE Investors certain registration rights in connection with the PIPE Subscription. The PIPE Subscription is contingent upon, among other things, the closing of the Business Combination.

In addition to the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal, RMG II shareholders are being asked to consider and vote on a proposal, as an ordinary resolution, to adjourn the RMG II General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to RMG II shareholders or, if as of the time for which the RMG II General Meeting is scheduled, there are insufficient RMG II Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the RMG II General Meeting, (B) in order to solicit additional proxies from RMG II shareholders in favor of the Business Combination Proposal, or (C) if RMG II shareholders redeem an amount of RMG II Class A ordinary shares such that the condition, or the “Minimum Cash Condition,” to each party’s obligation to consummate the Business Combination that the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by RMG II shareholders of their right to have RMG II redeem their RMG II Class A Shares in connection with the Business Combination, or the “Cash Redemption Amount”) together with the proceeds from the PIPE Subscription, or the “PIPE Investment Amount,” (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) is not at least $650,000,000, or the “Adjournment Proposal” or “Proposal No. 4.” The Adjournment Proposal will only be presented to RMG II shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, or in the event that RMG II shareholders redeem an amount of RMG II Class A Shares such that the Minimum Cash Condition would not be satisfied. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The RMG II Class A ordinary shares, RMG II Units and RMG II public warrants are currently listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbols “RMGB,” “RMGBU” and “RMGBW,” respectively. Upon the closing of the Business Combination, the RMG II securities will be delisted from Nasdaq. ReNew Global intends to apply to list the ReNew Global Class A Shares and RMG II Adjusted Warrants on Nasdaq under the symbols “RNW” and “                ,” respectively, upon the closing of the Business Combination. RMG

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

II cannot assure you that the ReNew Global Class A Shares or RMG II Adjusted Warrants will be approved for listing on Nasdaq.

Investing in ReNew Global’s securities involves a high degree of risk. See “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in ReNew Global’s securities.

With respect to RMG II and the holders of the RMG II Ordinary Shares, the accompanying proxy statement/prospectus serves as a:

Pursuant to the RMG II amended and restated memorandum and articles of association, RMG II is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, the RMG II Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) of the RMG II IPO and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein will take effect as repurchases under the RMG II amended and restated memorandum and articles of association. The per-share amount RMG II will distribute to investors who properly redeem their RMG II Class A Shares will not be reduced by the aggregate deferred underwriting commission of $12,075,000 that RMG II will pay to the underwriters of the RMG II IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $                as of                , 2021, the estimated per RMG II Class A Share redemption price would have been approximately $                . The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust, or the “Transfer Agent,” in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding RMG II Class A Shares (i.e., in excess of 5,175,000 RMG II Class A Shares). RMG II has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of RMG II Class A Shares by RMG II’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Subscription (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) being at least $650,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of RMG II Class A Shares by RMG II’s public shareholders, the Minimum Cash Condition is not met or is not waived, then each of ReNew India and the Major Shareholders may elect not to consummate the Business Combination. In addition, in no event will RMG II redeem the RMG II Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the RMG II amended and restated memorandum and articles of association. Holders of outstanding RMG II public warrants do not have redemption rights in connection with the Business

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of RMG II’s public shareholders exercise their redemption rights with respect to their RMG II Class A Shares. For more information about the factors that affect the assumptions above, please see the section entitled “Beneficial Ownership of Securities.”

RMG II is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the RMG II General Meeting and at any adjournments or postponements of the RMG II General Meeting. Information about the RMG II General Meeting, the Business Combination and other related business to be considered by the RMG II shareholders at the RMG II General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the RMG II General Meeting, all RMG II shareholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of ReNew Global, RMG II and ReNew India carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 43 of the accompanying proxy statement/prospectus.

After careful consideration, the RMG II Board has approved the Business Combination Agreement and the Business Combination, and recommends that RMG II shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination and the Merger, and “FOR” all other proposals presented to RMG II shareholders in the accompanying proxy statement/prospectus. When you consider the RMG II Board’s recommendation of these proposals, you should keep in mind that certain RMG II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Merger Proposal requires the affirmative vote of holders of at least two-thirds of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Memorandum and Articles of Association Proposal requires the affirmative vote of holders of at least two-thirds of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting.

Your vote is very important. Whether or not you plan to attend the RMG II General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the RMG II General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the RMG II General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal are approved at the RMG II General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the RMG II General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the RMG II General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the RMG II General Meeting. If you are a shareholder of record and you attend the RMG II General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT RMG II REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE RMG II GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the RMG II Board, I would like to thank you for your support of RMG Acquisition Corporation II and look forward to a successful completion of the Business Combination.

                , 2021

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                 , 2021, and is expected to be first mailed or otherwise delivered to RMG II shareholders on or about                , 2021.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by ReNew Global, RMG II or ReNew India. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of ReNew Global, RMG II or ReNew India since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF RMG ACQUISITION CORPORATION II

TO BE HELD                , 2021

To the Shareholders of RMG Acquisition Corporation II:

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of RMG Acquisition Corporation II, a Cayman Islands exempted company, or “RMG II,” which will be held on                , 2021 at                 , Eastern time, at https://                     and at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, New York 10001-8602, or the “RMG II General Meeting.” In light of ongoing developments related to coronavirus SARS CoV-2 (COVID-19), after careful consideration, RMG II has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participating while safeguarding the health and safety of RMG II’s shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of RMG II, the physical location of the meeting shall be at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at One Manhattan West, New York, New York 10001-8602. You are cordially invited to attend the RMG II General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

The record date for the RMG II General Meeting for RMG II shareholders that hold their shares in “street name” is                , 2021. For RMG II shareholders holding their shares in “street name,” only shareholders at the close of business on that date may vote at the RMG II General Meeting or any adjournment thereof. For the avoidance of doubt, the record date does not apply to RMG II shareholders that hold their shares in registered form and are registered as shareholders in RMG II’s register of members. RMG II shareholders that hold their shares in registered form are entitled to one vote on each proposal presented at the RMG II General Meeting for each RMG II Ordinary Share held on the date of the RMG II General Meeting.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, RMG II and ReNew Global entered into Subscription Agreements, or the “Subscription Agreements,” with certain investors, or the “PIPE Investors,” pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ReNew Global agreed to issue and sell to such PIPE Investors, an aggregate of 85,500,000 ReNew Global Class A Shares at $10.00 per share for gross proceeds of $855,000,000, or the “PIPE Subscription,” on the date of the Merger. The ReNew Global Class A Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. ReNew Global will grant the PIPE Investors certain registration rights in connection with the PIPE Subscription. The PIPE Subscription is contingent upon, among other things, the closing of the Business Combination.

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of ReNew Global, RMG II and ReNew India.

Pursuant to the RMG II amended and restated memorandum and articles of association, RMG II is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, RMG II

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) of the RMG II IPO and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein will take effect as repurchases under the RMG II amended and restated memorandum and articles of association. The per-share amount RMG II will distribute to investors who properly redeem their RMG II Class A Shares will not be reduced by the aggregate deferred underwriting commission of $12,075,000 that RMG II will pay to the underwriters of the RMG II IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $                as of                 , 2021, the estimated per RMG II Class A Share redemption price would have been approximately $                . The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding RMG II Class A Shares (i.e., in excess of 5,175,000 RMG II Class A Shares). RMG II has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of RMG II Class A Shares by RMG II’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the Aggregate PIPE Proceeds (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) being at least $650,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of RMG II Class A Shares by RMG II’s public shareholders, the Minimum Cash Condition is not met or is not waived, then each of ReNew India and the Major Shareholders may elect not to consummate the Business Combination. In addition, in no event will RMG II redeem the RMG II Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the RMG II amended and restated memorandum and articles of association. Holders of outstanding RMG II public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of RMG II’s public shareholders exercise their redemption rights with respect to their RMG II Class A Shares. For more information about the factors that affect the assumptions above, please see the section entitled “Beneficial Ownership of Securities.”

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

Approval of the Merger Proposal and the Memorandum and Articles of Association Proposal requires the affirmative vote of holders of at least two-thirds of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. The RMG II Board recommends that you vote “FOR” each of these proposals.

New York, New York

                , 2021

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

Table of Contents

i

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

ANNEXES

ii

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by ReNew Energy Global Limited, or “ReNew Global,” which constitutes a prospectus of ReNew Global under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the ReNew Global Shares to be issued to RMG shareholders, the RMG II Adjusted Warrants to be issued to RMG II Warrant holders and the ReNew Global Shares underlying such RMG II Adjusted Warrants if the Business Combination described herein is consummated. This document also constitutes a notice of the extraordinary general meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the extraordinary general meeting of RMG at which RMG shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

Prior to the consummation of the Business Combination, ReNew Global will convert from a private limited company in the United Kingdom to a public limited company in the United Kingdom and will then be known as “ReNew Energy Global plc.”

Unless otherwise indicated, references to a particular “fiscal year” are to ReNew India’s fiscal year ended March 31 of that year. ReNew India’s fiscal quarters end on June 30, September 30 and December 31. After the Business Combination, ReNew Global’s financial year will end on March 31, 2021 and its fiscal quarters will be on June 30, September 30 and December 31.

References to a year other than a “Fiscal” are to the calendar year ended December 31. References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “Indian Rupee,” “INR” and “Rs.” in this proxy statement/prospectus are to the Indian Rupee, the legal currency of India. References to “Euro” or “€” and “Pound Sterling” or “£” in this proxy statement/prospectus, are to each of the legal currency of the European Union, or the “EU,” and the United Kingdom, respectively. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

1

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

FINANCIAL STATEMENT PRESENTATION

RMG II

The historical financial statements of RMG II were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

ReNew India

ReNew India’s audited consolidated financial statements as of and for the years ended March 31, 2019 and 2020 included in this proxy statement/prospectus and for the year ended March 31, 2021 that will be included in this proxy statement/prospectus have been/will be prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or “IASB,” and are reported in Indian Rupees.

ReNew India refers in various places in this proxy statement/prospectus to non-IFRS financial measures, EBITDA and EBITDA margin which are more fully explained in “Selected Historical Financial Information—Other Financial Data”. The presentation of the non-IFRS information is not meant to be considered in isolation or as a substitute for ReNew India’s audited consolidated financial results prepared in accordance with IFRS.

ReNew Global

ReNew Global was incorporated on February 23, 2021 for the purpose of effectuating the transactions described herein. ReNew Global has no material assets and does not operate any businesses. Accordingly, no financial statements of ReNew Global have been included in this proxy statement/prospectus.

The Business Combination is made up of the series of transactions within the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as a reverse recapitalization, and acquisition accounting does not apply. Consequently, there will be no goodwill or other intangible assets recorded, in accordance with IFRS. Under reverse recapitalization, ReNew Global and RMG II will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the transactions will be treated as the equivalent of ReNew India issuing ordinary shares for the net assets of ReNew Global and RMG II at fair value, accompanied by a recapitalization.

Following the Business Combination, ReNew Global will qualify as a Foreign Private Issuer and will prepare its financial statements in accordance with IFRS as issued by IASB denominated in Indian Rupees. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus will be prepared in accordance with Article 11 of Regulation S-X and denominated in Indian Rupees.

2

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

EXCHANGE RATE PRESENTATION

ReNew India reports its financial results in Indian Rupees and its functional currency is also Indian Rupees. Solely for the convenience of the reader, this proxy statement/prospectus contains translations of certain Indian Rupee amounts into U.S. Dollars at specified rates. Except as otherwise stated in this proxy statement/prospectus, all translations from Indian Rupees to U.S. Dollars are based on the rate of Rs. 75.3859 per $1.00 being the closing exchange rate published by the Reserve Bank of India as of March 31, 2020. No representation is made that the Indian Rupee amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. Dollars at such rates or any other rates.

3

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning ReNew India’s industry and the regions in which it operates, including ReNew India’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to ReNew India (including reports from IHS Markit (defined below)). ReNew India has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which ReNew India believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While ReNew India believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of ReNew India’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operations” in this proxy statement/prospectus.

The IHS Markit reports, data and information referenced herein, or the “IHS Markit Materials,” are the copyrighted property of IHS Markit Ltd., and its subsidiaries, or “IHS Markit,” and represent data, research, opinions or viewpoints published by IHS Markit, and are not representations of fact. The IHS Markit Materials speaks as of the original publication date thereof and not as of the date of this document. The information and opinions expressed in the IHS Markit Materials are subject to change without notice and IHS Markit has no duty or responsibility to update the IHS Markit Materials. Moreover, while the IHS Markit Materials reproduced herein are from sources considered reliable, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses which are based upon it. IHS Markit is a trademark of IHS Markit. Other trademarks appearing in the IHS Markit Materials are the property of IHS Markit or their respective owners.

4

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

ReNew India and its respective subsidiaries own or have rights to trademarks and trade names that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks. All other trademarks or trade names appearing in this proxy statement/prospectus are, to ReNew Global’s knowledge, the property of their respective owners. Solely for convenience, in some cases, the trademarks and trade names referred to in this proxy statement/prospectus are listed without the applicable ^™ and symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks and trade names.

5

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

FREQUENTLY USED TERMS

In this proxy statement/prospectus:

“2020 Electricity Rules” means the Electricity (Rights to Consumers) Rules, 2020.

“2022 Masala Bonds” refers to the 10.629% Senior Secured Bonds due February 8, 2022, in an aggregate principal amount of Rs. 31,800,000,000 issued on February 17, 2017, and entered in to by ReNew Solar Energy (Karnataka) Private Limited, ReNew Solar Energy (TN) Private Limited, ReNew Wind Energy (Karnataka) Private Limited, ReNew Wind Energy (MP Two) Private Limited, ReNew Wind Energy (Rajkot) Private Limited, ReNew Wind Energy (Shivpur) Private Limited and ReNew Wind Energy (Welturi) Private Limited.

“2022 Notes” refers to the 6.45% Senior Secured Notes due September 27, 2022, in an aggregate principal amount of $300,000,000 issued on September 12, 2019.

“2024 Notes” refers to the 6.67% Senior Secured Notes due March 12, 2024, in an aggregate principal amount of $525,000,000 issued on March 12, 2019, March 26, 2019 and October 3, 2019, and entered in to by Kanak Renewables Limited, Rajat Renewables Limited, ReNew Clean Energy Private Limited, ReNew Saur Urja Private Limited, ReNew Solar Energy (Telangana) Private Limited, ReNew Wind Energy (Budh 3) Private Limited, ReNew Wind Energy (Devgarh) Private Limited and ReNew Wind Energy (Rajasthan 3) Private Limited.

“2027 Notes” refers to the 5.875% Senior Secured Notes due March 5, 2027, in an aggregate principal amount of $450,000,000 issued on January 29, 2020.

“Adjournment Proposal” means the proposal by the RMG II Board to adjourn the RMG II General Meeting to a later date or dates, as specified under the section titled “The Adjournment Proposal.”

“ADIA” means the Abu Dhabi Investment Authority.

“Amendment Bill” means the Electricity Act (Amendment) Bill, 2020.

“APERC” means the Andhra Pradesh Electricity Regulatory Commission.

“AP Forecasting Regulations” means The Andhra Pradesh Electricity Regulatory Commission Forecasting, Scheduling and Deviation Settlement of Solar and Wind Generation Regulations, 2017.

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

“AP Wind Policy” means the Andhra Pradesh Wind Power Policy, 2018.

“AP Solar Policy 2018” means the Andhra Pradesh Solar Power Policy, 2018.

“APSLDC” means Andhra Pradesh State Load Dispatch Centre.

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

“APTEL” means the Appellate Tribunal for Electricity in India.

“APTRANSCO” means Transmission Corporation of Andhra Pradesh Limited.

“AVVNL” means Ajmer Vidyut Vitran Nigam Ltd.

6

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“Barclays” means Barclays Capital, Inc.

“BESCOM” means Bangalore Electricity Supply Company Limited.

“BESS” means Battery Energy Storage Systems.

“BG Petition” means a petition before APTEL, as further specified under the section titled “ReNew India’s Business—Legal Proceedings—Actions involving regulatory and statutory authorities.”

“BofA Securities” means BofA Securities, Inc.

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

“Business Combination Agreement” means the Business Combination Agreement, dated as of February 24, 2021, as it may be amended from time to time, by and among RMG II, the RMG II Representative, ReNew Global, Merger Sub, ReNew and the Major Shareholders.

“Business Combination Agreement Parties” means RMG II, the RMG II Representative, ReNew Global, Merger Sub, ReNew and the Major Shareholders as defined in the Business Combination Agreement.

“Business Combination Proposal” means the proposal by the RMG II Board to the RMG II Shareholders to approve the Business Combination and the Business Combination Agreement, as specified under the section titled “The Business Combination Proposal.”

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in London (United Kingdom), New York (New York), Cayman Islands, Delhi (India) and Gurugram (India) are authorized or required by law to close.

“Catch-Up Right” means has the meaning specified under the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement—Registration Rights.”

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CCPS” means the Series A compulsorily and fully convertible preference shares of ReNew India having a par value of Rs. 425 per preference share of ReNew India, having such terms as set out in the articles of association of ReNew India, as amended pursuant to the terms of the Business Combination Agreement.

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

“CERC Connectivity & Access Regulations” means the 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 Open Access Regulations” means the CERC (Open Access in Inter-State Transmission) Regulations, 2008.

“CERC Review Petition” means a review filed by RSPPL before the CERC, as specified in the section titled “ReNew India’s Business—Legal Proceedings—Actions involving regulatory and statutory authorities.”

“CERC Transmission Charges Regulations 2020” means the Central Electricity Regulatory Commission (Sharing of Inter-State Transmission Charges and Losses) Regulations, 2020.

7

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“CESC” means Calcutta Electric Supply Corporation.

“CESCOM” means Chamundeshwari Electricity Supply Corporation Limited.

“Cleary” means Cleary Gottlieb Steen & Hamilton LLP.

“Closing” means the consummation of the Transactions contemplated by the Business Combination Agreement.

“Closing Date” means the date of closing of the Transactions as contemplated by the Business Combination Agreement.

“Cognisa” means Cognisa Investment, a partnership firm established under the laws of India.

“Commissioned Projects” or “Commissioned capacity” means projects for which a commissioning certificate has been issued and which have already started commercial operations and/or supply power to offtakers.

“Committed Projects” or “Committed capacity” means projects for which a PPA has been signed for project development, or projects for which the bid has been won and a letter of award has been received.

“Company” or “ReNew India” means ReNew Power Private Limited, a company with limited liability incorporated under the laws of India, and its subsidiaries, unless the context suggests otherwise.

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

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

“CTU” means Central Transmission Utility.

“Default PFIC Regime” has the meaning specified under the section titled “United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations of the Ownership of ReNew Global Securities—Application of PFIC Rules to ReNew Global Shares and RMG II Adjusted Warrants.”

“Dodd-Frank Act” means the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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

“DTC” means the Depository Trust Company.

“Effective 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 ReNew Global Class A Shares and ReNew Global Class C 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 ReNew Global Class A 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 ReNew Global Class A 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), divided by (b) the ReNew Global Shares Deemed Outstanding at such time.

“Electricity Act” means The Electricity Act, 2003.

8

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“Electricity Rules” means the Electricity Rules, 2005.

“EPC” means engineering, procurement and construction.

“ESG” means environmental, social and corporate governance.

“ESMS” means Environmental and Social Management System.

“EU” means the European Union.

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

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

“F&S Regulations” means the Central Electricity Regulatory Commission (Deviation settlement Mechanism and related matters) Regulations, 2014.

“FCPA” means the Foreign Corrupt Practices Act.

“First PFIC Holding Year” has the meaning specified under the section titled “United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations of the Ownership of ReNew Global Securities—Application of PFIC Rules to ReNew Global Shares and RMG II Adjusted Warrants.”

“FiT” means feed-in tariff.

“Founder” means Mr. Sumant Sinha.

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

“Founder Investor Put Financing Issuance” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement.”

“Founder Investors Ordinary Put Option” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement—Founder Investors’ Put Options.”

“Founder Investor Put Options” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement—Founder Investors’ Put Options.”

“Founder Registrable Securities” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement.”

“Fried Frank” means Fried, Frank, Harris, Shriver & Jacobson LLP.

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

“GBI Scheme” means Generation Based Incentive Scheme.

9

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“GESCOM” means Gulbarga Electricity Supply Company Limited.

“Goldman Sachs India” means Goldman Sachs (India) Securities Private Limited, together with its subsidiaries and affiliates.

“Grid Code” means the Central Electricity Regulatory Commission (Indian Electricity Grid Code) Regulations, 2010.

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

“GSW Investors” means, collectively, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, MBD 2011 Holdings, L.P., Bridge Street 2011, L.P., Bridge Street 2011 Offshore, L.P., West Street Energy Partners, L.P., West Street Energy Partners Offshore Holding-B, L.P., West Street Energy Partners Offshore, L.P., MBD 2013, L.P. and MBD 2013 Offshore, L.P.

“GSW Priority Offering” has the meaning specified under the section titled “Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

“GSW Priority Offering Right” has the meaning specified under the section titled “Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

“GUVNL” means Gujarat Urja Vikas Nigam Limited.

“HESCOM” means Hubli Electricity Supply Company Limited.

“HLNC” means High Level Negotiation Committee.

“Hybrid Policy” means the National Wind-Solar Hybrid Policy.

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

“IASB” means the International Accounting Standards Board.

“IFC” means the International Finance Corporation.

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

“IHS Markit” means IHS Markit Ltd., and its subsidiaries.

“IHS Markit Materials” means the IHS Markit reports, data and information referenced herein.

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

“Interim Period” means the period between the date of the Business Combination Agreement and the earlier of (i) the Closing Date and (ii) termination of the Business Combination Agreement.

“Investors” means, collectively, ReNew Global, Cognisa, the Founder, Wisemore, GSW, CPP Investments, ADIA, JERA and RMG Sponsor II.

“ISTS” means inter-state transmission system.

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

10

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“JERA” means JERA Power RN, B.V., a company organized under the laws of the Netherlands.

“JUVNL” Jaipur Vidyut Vitran Nigam Limited.

“Karnataka Solar Policy” means the Karnataka Solar Policy 2014-2021.

“KERC” means the Karnataka Electricity Regulatory Commission.

“Khaitan” means Khaitan & Co LLP.

“KPMG” means KPMG India Services LLP.

“KREDL” means The Karnataka Renewable Energy Development Limited.

“Land Acquisition Act” means the Land Acquisition, Rehabilitation and Resettlement Act, 2013.

“Latham” means Latham & Watkins LLP.

“LOA” means Letter of Award.

“LTA Petition” means a petition filed against the SECI and others before the CERC by ReNew Wind Energy (TN) Private Limited, as specified under the section titled “Actions involving regulatory and statutory authorities—Legal Proceedings—ReNew India’s Business.”

“Maples” means Maples and Calder (Cayman) LLP.

“Major Shareholders” means GSW, CPP Investments, ADIA, SACEF, JERA, Wisemore, Cognisa and the Founder.

“Major Shareholders Representatives” means each of GSW, CPP Investments, ADIA and the Founder.

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

“Material Adverse Effect” has the meaning specified under the section titled “Material Adverse Effect—The Business Combination Agreement—The Business Combination Proposal.”

“McGriff” means McGriff Insurance Services, Inc.

“MERC” means Maharashtra Electricity Regulatory Commission, Mumbai.

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

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

“MESCOM” means Mangalore Electricity Supply Company Limited.

“Minimum Cash Condition” means the condition that the amount of cash in the Trust Account together with the PIPE Investment Amount be at least $650,000,000 in order for ReNew and the Major Shareholders to be obliged to consummate the Business Combination.

“MLI” means measures relating to the tax treatment of multinationals proposed by the Organization for Economic Co-operation and Development, some of which are implemented by amending double tax treaties through the multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting.

11

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“MNRE Guidelines” means the Guidelines for Development of Onshore Wind Power Projects, 2016.

“MoEF&CC” means the Ministry of Environment, Forest and Climate Change.

“Morgan Stanley” means Morgan Stanley & Co. LLC, Morgan Stanley India Company Private Limited and their affiliates.

“MPERC Forecasting Regulations” means The Madhya Pradesh Electricity Regulatory Commission (Forecasting, Scheduling, Deviation Settlement Mechanism and Related Matters of Solar and Wind Generating stations) Regulations, 2018.

“MPPMCL” means Madhya Pradesh Power Management Company Limited.

“MP Wind Policy” means the Wind Power Project Policy, 2012, as amended, adopted by the Government of Madhya Pradesh.

“MSEDCL” means Maharashtra State Electricity Distribution Company Limited.

“MSLDC” means Maharashtra State Load Dispatch Centre.

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

“NDA” means Nishith Desai Associates.

“NEP” means the National Electricity Policy.

“Non-UK Holders” means the holders of ReNew Global Shares and/or RMG II Adjusted Warrants that are not residents of the UK for tax purposes, as further specified under section “Material Tax Considerations—Material United Kingdom Tax Considerations.”

“NSM” means the National Solar Mission.

“NTP 2016” means National Tariff Policy, 2016.

“NTPC” means National Thermal Corporation of India.

“O&M” means Operations and Maintenance.

“OAPL” means Ostro Anantapur Private Limited.

“OEM” means Original Equipment Manufacturer.

“Petition” has the meaning assigned to it in each separate instance in the section titled “ReNew India’s Business—Legal Proceedings.”

“PFIC” means passive foreign investment company.

“PGCIL” means Power Grid Corporation of India Limited.

“PIPE Investment” means the issuance and sale by ReNew Global, to the PIPE Investors, of an aggregate of 85,500,000 ReNew Global Class A Shares at $10.00 per share for gross proceeds of $855,000,000.

“PIPE Investment Amount” means the aggregate of gross proceeds, $855,000,000, from the PIPE Investment.

12

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“PIPE Investor” means those certain investors who enetered into Subscription Agreements with ReNew Global and RMG II.

“Plan of Merger” means the Plan of Merger in the form annexed to the proxy statement/prospectus in respect of the general meeting as Annex B.

“POEM” means Place of Effective Management.

“POSOCO” means Power System Operation Corporation Limited.

“PPA” means Power Purchase Agreement.

“Project” has the meaning assigned to it in each separate instance in the section titled “ReNew India’s Business—Legal Proceedings.”

“PTC” means PTC India Limited.

“Put Shares” has the meaning specified in the section titled “Founder Investors’ Put Options—Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

“QCAs” means Qualified Coordinating Agencies.

“QEF” means Qualified Electing Fund.

“QEF Election” means a qualified electing fund election under Section 1295 of the U.S. Internal Revenue Code.

“RBI” means the Reserve Bank of India.

“REC” means Renewable Energy Certificate.

“REC Regulations” means the Central Electricity Regulatory Commission (Terms and Conditions for Recognition and Issuance of Renewable Energy Certificate for Renewable Energy Generation) Regulations, 2010.

“Redemption Price” means a per-share redemption price payable in cash equal to the aggregate amount then on deposit in the Trust Account divided by the total number of then issued and outstanding RMG II Class A Shares, calculated as of two business days prior to the consummation of the Business Combination in accordance with the RMG II’s memorandum and articles of association dated December 9, 2020.

“Registrable Securities” means the Founder Registrable Securities and the Significant Shareholder Registrable Securities together.

“Registration Rights, Coordination and Put Option Agreement” means the registration rights, coordination and put option agreement contemplated by the Business Combination Agreement, and entered into by ReNew Global, the Significant Shareholders, the Founder Investors and ReNew India at Closing.

“Related Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, as specified in the section titled “Related Agreements—The Business Combination Proposal.”

“ReNew Global” means ReNew Energy Global Limited, a private limited company registered in England and Wales with registered number 13220321.

13

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“ReNew Global Board” means the board of directors of ReNew Global.

“ReNew Global A&R Articles” means the amended and restated memorandum and articles of association of ReNew Global to be submitted to ReNew Global’s shareholders and adopted prior to, and effective as of, the Closing.

“ReNew Global Cash Consideration” means the amount in cash paid by ReNew Global to certain Major Shareholders in exchange for the transfer of certain ReNew India Ordinary Shares as further specified in the section titled “The Business Combination Proposal—The Business Combination Agreement—General Description of the Transactions—The Exchange.”

“ReNew Global Class A Shares” means the Class A ordinary shares, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

“ReNew Global Class B Shares” means the Class B ordinary shares, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

“ReNew Global Class C Shares” means the Class C ordinary shares, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

“ReNew Global Class D Shares” means the Class D ordinary shares, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

“ReNew Global Shareholders Agreement” means the shareholders agreement relating to ReNew Global to be entered into among ReNew Global and each Investor on the Closing Date.

“ReNew Global Shares” means, collectively, ReNew Global Class A Shares, ReNew Global Class B Shares, ReNew Global Class C Shares and ReNew Global Class D Shares.

“ReNew Global Shares Deemed Outstanding” means, at a particular time of determination, (a) the total number of ReNew Global Class A Shares and ReNew Global Class C Shares issued and outstanding at such time, plus (b) the total number of ReNew Global Class A Shares that would have been issued to the Founder Investors, GSW and CPP Investments and their respective affiliates if the Founder Investors, GSW and CPP Investments and their respective affiliates had exchanged the ReNew India Ordinary Shares that they continue to hold at such time for ReNew Global Class A 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).

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

“ReNew India Exchanged Conversion Shares” means the ReNew India Ordinary Shares to be issued upon conversion of the CPPS.

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

“Restricted CPP Investments Group” means the investment group within CPP Investments administratively referred to, as of the date of the Business Combination Agreement, as the ‘Fundamental Equities Asia’ group of CPP Investments (but not including its direct or indirect portfolio companies, investee entities, investee funds or other investments). For the avoidance of doubt, the Restricted CPP Investments Group will not include any other investment group of CPP Investments (including the “Credit Investments” group or its credit investments).

14

Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“Riverside” means Riverside Management Group, LLC.

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

“RMG II A&R Articles” means the amended and restated articles of association of RMG II, substantially in the form attached as Exhibit F of the Business Combination Agreement.

“RMG II Adjusted Warrant” means a warrant to purchase 1.0917589 whole ReNew Global Class A Shares.

“RMG II Board” means the board of directors of RMG II.

“RMG II Class A Shares” means the Class A ordinary shares, par value $0.0001 per share.

“RMG II Class B Shares” means the Class B ordinary shares, par value $0.0001 per share.

“RMG II Founder Shares” means an aggregate of 8,625,000 RMG II Class B Shares subscribed to by RMG Sponsor II, as specified under the section title “Introduction—Information Related To RMG II.”

“RMG II General Meeting” means the extraordinary general meeting of shareholders of RMG II to be held for the purpose of approving the proposals set out in this proxy statement/prospectus.

“RMG II Private Warrant” means a warrant entitling RMG Sponsor II to purchase one RMG II Class A Share per warrant, issued pursuant to the terms of the Sponsor Warrant Purchase Agreement.

“RMG II Public Warrant” means a warrant entitling the holder to purchase one RMG II Class A Share per warrant, issued pursuant to the terms of the Warrant Agreement.

“RMG II Representative” means Mr. Philip Kassin.

“RMG II Securities” means, collectively, the RMG II Shares and the RMG II Warrants.

“RMG II Shareholder Approval” means (i) with respect to the Merger Proposal, a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of RMG II who attend and vote at the RMG II General Meeting and (ii) with respect to any other Proposals proposed to the shareholders of RMG II, the requisite approval required under the organizational documents of RMG II, the Cayman Companies Act or other applicable law.

“RMG II Shareholders” means the holders of RMG II Shares.

“RMG II Shares” means, collectively, the RMG II Class A Shares and RMG II Class B Shares.

“RMG Sponsor II” means RMG Sponsor II, LLC.

“RMG II Units” means the units issued by RMG II, each consisting of one share of RMG II Class A Shares and one-third of one RMG II Public Warrant.

“RMG II Warrants” means, collectively, the RMG II Public Warrants and RMG II Private Warrants.

“Ropes” means Ropes & Gray LLP.

“RPO” means Renewable Purchase Order.

“RREC” means Rajasthan Renewable Energy Corporation Limited.

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Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

“RSPPL” means ReNew Solar Power Private Limited, a subsidiary of the Company.

“SACEF” means GEF SACEF India, a private company limited by shares incorporated under the laws of Mauritius.

“SCADA” means supervisory control and data acquisition.

“SDRT” means Stamp Duty Reserve Tax.

“SECI” means Solar Energy Corporation of India Ltd.

“SECI Annuity Petitions” has the meaning specified in the section titled “ReNew India’s Business—Legal Proceedings—Actions involving regulatory and statutory authorities.”

“Second Anniversary Date” means the date that is two years following the Closing Date.

“SERC” means State Electricity Regulatory Commission.

“Shareholders Agreement” means the shareholders agreement to be entered into at the Closing, by and among ReNew Global and each Shareholders Agreement Investor, pursuant to, and on the terms and subject to the conditions of, which such parties will regulate their relationship with respect to each other following the Closing, in connection with ReNew Global.

“Shareholders Agreement Investors” means each of the Founder Investors, GSW, CPP Investments, ADIA, JERA and RMG Sponsor II.

“Significant Shareholder Registrable Securities” has the meaning specified in the section titled “Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

“Significant Shareholders” means each of GSW, CPP Investments, ADIA, JERA, SACEF and RMG II.

“Skadden” means Skadden, Arps, Slate, Meagher & Flom LLP.

“SPAC” means special purpose acquisition company.

“Sponsor Warrant Purchase Agreement” means that certain Sponsor Warrants Purchase Agreement, dated as of December 9, 2020, among RMG II and RMG Sponsor II.

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

“Takeover Code” means the U.K. City Code on Takeovers and Mergers.

“Takeover Panel” means the Panel on Takeovers and Mergers.

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“Tax Return” means any return, report, statement, refund, claim, declaration, information return, statement, estimate or other document filed or required to be filed with respect to taxes, including any schedule or attachment thereto and including any amendments thereof.

“TANGEDCO” means Tamil Nadu Generation and Distribution Corporation.

“Tariff 2006” means the Tariff Policy on January 6, 2006.

“Tariff Regulations 2017” means the Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2017.

“Tariff Regulations 2020” means the Central Electricity Regulatory Commission (Terms and Conditions of Tariff Determination from Renewable Energy Sources) Regulations, 2020

“Transactions” means the series of transactions contemplated by the Business Combination Agreement, including the Merger and the Exchange.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the U.S.-based trust account maintained by the Trustee pursuant to the Investment Management Trust Agreement, dated December 9, 2020, by and between RMG II and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“TSNPDCL” means The Northern Power Distribution Company of Telangana Limited.

“TSSPDL” means Telangana State Southern Power Distribution Company Limited.

“TUV” means TUV Rheinlander India Pvt. Ltd.

“UDAY” means Ujwal Discom Assurance Yojana.

“UK” means the United Kingdom.

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

“US” means the United States of America.

“U.S. GAAP” means United States generally accepted accounting principles or Indian generally accepted accounting principles, consistently applied.

“U.S. Holder” means a beneficial owner of RMG II Shares or RMG II Warrants who or that is, for U.S. federal income tax purposes:

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“VAT” means Value Added Tax.

“Voting Agreement” means the voting agreement contemplated by the Business Combination Agreement and entered into by ReNew Global, ReNew India, GSW, CPP Investments and the Founder Investors at the Closing.

“Warrant Agreement” means that certain Warrant Agreement, dated as of December 9, 2020, between RMG II and the Trustee.

“Wind Power Guidelines” means the Revised Guidelines for Wind Power Projects.

“Wisemore” means Wisemore Advisory Private Limited.

“$” or “U.S. Dollar” means the lawful currency of the United States of America.

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Pursuant to 17 C.F.R. Section 200.83

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

Parties to the Business Combination

RMG II, the RMG II Representative, ReNew India, ReNew Global, Merger Sub and the Major Shareholders are parties to the Business Combination Agreement.

The Business Combination

Prior to the completion of the transactions contemplated by the Business Combination Agreement, (i) Merger Sub shall be a wholly-owned subsidiary of ReNew Global and (ii) ReNew Global shall be an independent entity wholly-owned by a third party. At Closing, pursuant to the terms of the Business Combination Agreement, (i) Merger Sub will merge with and into RMG II, with RMG II surviving, or the “Merger,” and (ii) immediately after the Merger, the Major Shareholders will transfer, and ReNew Global will acquire, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of cash to the Major Shareholders, or the “Exchange.” See “The Business Combination Proposal—The Business Combination Agreement—General Description of the Transactions.”

The Merger

As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of RMG II and Merger Sub shall vest in and become the assets and liabilities of RMG II as the surviving company, and RMG II shall thereafter exist as a wholly-owned subsidiary of ReNew Global, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of RMG II shall be as determined among RMG II, ReNew India and ReNew Global, (iv) RMG II’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached to this proxy statement/prospectus as Annex B and (v) each issued and outstanding RMG II Security immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of certain ReNew Global Shares as set out below. In consideration for the Merger, (i) each RMG II Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one RMG II Class A Share and one-third of an RMG II Warrant, subject to certain conditions and (ii) immediately following the separation of each RMG II Unit each (a) RMG II Class A Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of one ReNew Global Class A Share and (b) RMG II Class B Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of one ReNew Global Class A Share, and (c) immediately following such cancellation, RMG II shall issue 34,500,000 RMG II Class A Shares and 8,625,000 RMG II Class B Shares to ReNew Global in consideration for the ReNew Global Class A Shares issued by ReNew Global, (d) each RMG II Warrant shall remain outstanding, but shall be automatically adjusted to become a warrant to purchase 1.0917589 whole ReNew Global Class A Shares, each, a “RMG II Adjusted Warrant,” which shall continue to be subject to the same terms and conditions set forth in the Warrant Agreement immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions), except that each RMG II Adjusted Warrant will be exercisable (or will become exercisable in accordance with its terms) for 1.0917589 ReNew Global Class A Shares.

Immediately following the Merger Effective Time but before the Closing Date, RMG II shall extend a loan to ReNew Global in an aggregate principal amount equal to the value of substantially all of RMG II’s assets on such terms to be agreed between ReNew Global and RMG II, with the prior written consent of ReNew India.

The Exchange

Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, including ReNew Global having obtained a report in relation to the issuance of any ReNew Global Shares

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pursuant to the Exchange if required to comply with section 593 of the U.K. Companies Act, each Major Shareholder shall transfer their ReNew India Ordinary Shares to ReNew Global as consideration and in exchange for (i) the issuance of a certain number and class of ReNew Global Shares and (ii) the payment by ReNew Global to certain Major Shareholders of the ReNew Global Cash Consideration, as set out below.

Conditions to Closing

In addition, unless waived by the parties to the Business Combination Agreement, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. See the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.”

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated and the transactions contemplated therein may be abandoned under certain customary and limited circumstances at any time prior to Closing: (i) by written consent of ReNew India, RMG II and each of the Major Shareholders Representatives, (ii) by RMG II if there is a Terminating Company Breach (as defined in the Business Combination Agreement), subject to a cure period, (iii) by ReNew India and each of the Major Shareholders Representatives if there is a Terminating RMG II Breach (as defined in the Business Combination Agreement), subject to a cure period, (iv) by RMG II or by ReNew India and each of the Major Shareholders Representatives if consummation of the Transactions is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation (provided that the terminating party shall not have been the primary cause of thereof), or (v) by any party if the Business Combination Agreement fails to receive the RMG II Shareholder Approval at the RMG II General Meeting. In addition, the Business Combination Agreement shall automatically terminate if Closing has not occurred on or before August 31, 2021 (or such later date as agreed to in writing between RMG II and the holders of not less than 85% of the aggregate of ReNew India Ordinary Shares and CCPS (prior to the amendment thereof pursuant to Business Combination Agreement and assuming a conversion ratio of 1:1) on a fully diluted basis as of the date of the Business Combination Agreement). See the section titled “The Business Combination Proposal—The Business Combination Agreement—Termination.”

The ReNew Global Board Structure

During the period commencing on the Closing Date until the Second Anniversary Date, the board of directors of ReNew Global shall be composed of up to 11 directors, six of whom shall be independent directors (including at least two female independent directors). On or following the Closing Date, pursuant to the terms and conditions of the ReNew Global Shareholders Agreement, each of the Founder Investors, GSW, ADIA, CPP

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Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

Investments and RMG II shall be entitled to nominate one director. See “Management of ReNew Global Following the Business Combination.”

Organizational Structure

See the section titled “The Business Combination Proposal—Organizational Structure” for an illustration of the ownership structure of ReNew India and RMG II immediately prior to the consummation of the Business Combination and the ownership structure of ReNew Global immediately following the consummation of the Business Combination.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE RMG II GENERAL MEETING

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In addition, subject to certain terms and conditions, the Business Combination Agreement provides for the following to occur at Closing or post-Closing:

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RMG Acquisition Corporation II

50 West Street, Suite 40C

New York, New York 10006

(212) 785-2579

Attention: Philip Kassin, President & Chief Operating Officer

Email: pkassin@rmginvestments.com

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Confidential Treatment Requested by ReNew Energy Global Limited

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Continental Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention:

Email:

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Confidential Treatment Requested by ReNew Energy Global Limited

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RMG II’S SELECTED HISTORICAL FINANCIAL INFORMATION

RMG II is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

RMG II’s balance sheet data as of December 31, 2020 and statement of operations data from July 28, 2020 (inception) through December 31, 2020 are derived from RMG II’s audited financial statements, included elsewhere in this proxy statement/prospectus. RMG II’s financial statements have been prepared in accordance with U.S. GAAP.

The selected historical information in this section should be read in conjunction with each of RMG II’s financial statements and related notes and “RMG II’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of RMG II following the Business Combination.

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Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

RMG Acquisition Corporation II

BALANCE SHEET

December 31, 2020

The accompanying notes are an integral part of these financial statements.

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Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

RMG Acquisition Corporation II

STATEMENT OF OPERATIONS

For The Period From July 28, 2020 (inception) through December 31, 2020

The accompanying notes are an integral part of these financial statements.

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Confidential Treatment Requested by ReNew Energy Global Limited

Pursuant to 17 C.F.R. Section 200.83

RENEW INDIA’S SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables present ReNew India’s selected consolidated financial and other data. The consolidated statements of profit or loss for the years ended March 31, 2019, 2020 and 2021 and consolidated statements of financial position as of March 31, 2019, 2020 and 2021 have been derived from ReNew India’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. ReNew India’s consolidated financial statements are prepared and presented in accordance with IFRS as issued by IASB. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of ReNew India following the Business Combination.

All translations of Indian Rupees into U.S. dollars for data in the following selected historical financial information were made at the exchange rate of Rs.                 to $1.00 as of March 31, 2021. ReNew India makes no representation that any Indian Rupee or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Indian Rupees, as the case may be, at any particular rate, the rates stated below, or at all.

Consolidated Statement of Profit or Loss

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Consolidated Statement of Financial Position

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Consolidated Statement of Cash Flows

Non-IFRS Financial Measures

In addition to ReNew India’s results determined in accordance with IFRS issued by the IASB, ReNew India believes that EBITDA and EBITDA margin are useful to investors in evaluating its operating performance. ReNew India uses this non-IFRS financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. ReNew India believes that non-IFRS financial information, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it

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provides an additional tool for investors to use in evaluating its ongoing operating results and trends and in comparing its financial results with other renewable companies because it provides consistency and comparability with past financial performance. However, its management does not consider non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS.

Non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Non-IFRS financial information may be different from similarly-titled non-IFRS measures used by other companies. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses and income that are required by IFRS to be recorded in ReNew India’s financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-IFRS financial measures.

“EBITDA” is defined as loss/(profit) for the year before (a) income tax expense; (b) share in (profit)/loss of jointly controlled entities; (c) finance costs; and (d) depreciation and amortization.

ReNew India calculates “EBITDA margin” as EBITDA divided by its total income.

A reconciliation is provided below for EBITDA to the most directly comparable financial measure prepared in accordance with IFRS. 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 ReNew India’s business. The following tables present ReNew India’s profit/loss for the year margin and a reconciliation of EBITDA to profit/loss for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years indicated:

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Confidential Treatment Requested by ReNew Energy Global Limited

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COMPARATIVE PER SHARE DATA

The following table sets forth summary historical comparative share and unit information for RMG II and ReNew India and unaudited pro forma condensed combined per share information of RMG II after giving effect to the Business Combination, assuming two redemption scenarios as follows:

The unaudited pro forma book value information reflects the Business Combination as if it had occurred on April 1, 2021. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on                    .

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of RMG II and ReNew India and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of RMG II and ReNew India is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The historical financial information of RMG II has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the combined unaudited pro forma financial information. No adjustments were required to convert RMG II financial statements from U.S. GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify RMG II common stock subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Business Combination. Additionally, the historical financial information of RMG II was presented in U.S. Dollars. The balance sheet as of March 31, 2021 and the condensed statements of operations for the year ended March 31, 2021 were translated at the exchange rate of Rs.                 per $1.00, being the closing exchange rate published by the Reserve Bank of India.

The unaudited pro forma combined earnings per share information below does not purport to represent what the earnings per share would have been had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of ReNew India would have been had the companies been combined during the years indicated.