UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended                     

OR

OR

Date of event requiring this shell company report: August 23, 2021

Commission File Number: 001-40752

RENEW ENERGY GLOBAL PLC

(Exact name of Registrant as specified in its charter)

C/O Vistra (UK) Ltd

3rd Floor

11-12 St James’s Square

London SW1Y 4LB

(Address of Principal Executive Offices)

C/O ReNew Power

Commercial Block-1, Zone 6

Golf Course Road, DLF City Phase-V,

Gurugram-122009, Haryana, India

Telephone: (+91) 124 489 6670

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 282,366,725 Class A ordinary shares, one Class B ordinary share, 118,363,766 Class C ordinary shares and one Class D ordinary share and 18,526,773 warrants

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐    No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.    Item 17 ☐    Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☐

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the section entitled “Risk Factors” of the Company’s Amendment No. 4 of the Registration Statement on Form F-4 (333-256228) filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2021 (the “Form F-4”), which are incorporated by reference into this Report.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

1

DEFINED TERMS

In this Report:

“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 ReNew India Major Shareholders.

“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.

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

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

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

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

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

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

“Founder” means Mr. Sumant Sinha.

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

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

“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.

“Nasdaq” means The Nasdaq Stock Market LLC.

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

“ReNew Global” means ReNew Energy Global plc (formerly known as ReNew Energy Global Limited), a public limited company registered in England and Wales with registered number 13220321.

“ReNew Global A&R Articles” means the amended and restated memorandum and articles of association of ReNew Global.

“ReNew India Major Shareholders” means GSW, CPP Investments, Platinum Cactus, SACEF, JERA, Wisemore, Cognisa and the Founder.

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

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

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

“Warrants” means the warrants to purchase 1.0917589 Class A Ordinary Shares at a price of $11.50 per 1.0917589 Class A Ordinary Shares.

“Wisemore” means Wisemore Advisory Private Limited.

2

EXPLANATORY NOTE

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 plc (formerly known as ReNew Energy Global Limited), a public 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 “ReNew India Major Shareholders,” entered into a Business Combination Agreement, or as amended from time to time, the “Business Combination Agreement,” pursuant to which several transactions occured, and in connection therewith, ReNew Global became the ultimate parent company of ReNew India and RMG II, or the “Business Combination.” As part of the Business Combination, each ReNew India Major Shareholder transferred 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 ordinary shares and/or (ii) the payment by ReNew Global to certain ReNew India Major Shareholders of the agreed consideration. The Ordinary Shares issued to the ReNew India Major Shareholders have not been registered under the Securities Act. ReNew Global has granted these shareholders certain registration rights in connection with the Business Combination.

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 Class A Ordinary Shares at $10.00 per share for gross proceeds of $855,000,000, or the “PIPE Subscription,” on the date of the Merger. The Class A Ordinary Shares 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 granted the PIPE Investors certain registration rights in connection with the PIPE Subscription.

The Business Combination was consummated on August 23, 2021. The transaction was unanimously approved by RMG II’s Board of Directors and was approved at the extraordinary general meeting of RMG II’s shareholders held on August 16, 2021, or the “Extraordinary General Meeting”. RMG II’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the business combination, RMG II has become a wholly owned subsidiary of ReNew Global. On August 24, 2021, ReNew Global’s Class A Ordinary Shares and Warrants commenced trading on The Nasdaq Stock Market LLC, or “Nasdaq” under the symbols “RNW” and “RNWWW,” respectively.

Certain amounts that appear in this Report may not sum due to rounding.

3

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

The directors and executive officers of ReNew Global upon the consummation of the Business Combination are set forth in the Form F-4, in the section entitled “Management of ReNew Global Following the Business Combination,” which is incorporated herein by reference. The business address for each of ReNew Global’s directors and executive officers is ReNew Power, Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase-V, Gurugram-122009, Haryana, India.

Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF, United Kingdom, and Latham & Watkins LLP, 9 Raffles Place, #42-02 Republic Plaza, Singapore 048619, have acted as counsel for the Company and will continue to act as counsel to the Company upon and following the consummation of the Business Combination.

S. R. Batliboi & Co. LLP acted as ReNew Power Private Limited’s independent auditor for each of the three years in the period ended March  31, 2021, and is expected to continue to act as the ReNew Global’s independent auditor after the Business Combination.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

ReNew India

Selected financial information regarding ReNew India is included in the Form F-4 in the sections entitled “ReNew India’s Selected Historical Financial Information” and is incorporated herein by reference. The financial statements of ReNew India have been prepared in Indian Rupee.

The following table sets forth the capitalization of ReNew Global on an unaudited pro forma combined basis as of March 31, 2021, after giving effect to the Business Combination and the PIPE Subscription.

Not applicable.

4

The risk factors associated with ReNew Global are described in the Form F-4 in the section entitled “Risk Factors,” which is incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

ReNew Global is a public limited company incorporated under the laws of England and Wales (company number 13220321). ReNew Global was incorporated as a private limited company in the United Kingdom on February 23, 2021 and re-registered as a public limited company in the United Kingdom on May 12, 2021. ReNew Global has been the consolidating entity for purposes of ReNew Global’s financial statements since the consummation of the Business Combination on August 23, 2021. The history and development of ReNew Global are described in ReNew Global’s Form F-4 under the headings “Summary of the Material Terms of the Business Combination,” “The Business Combination Proposal,” “Information Related to ReNew Global” and “Description of ReNew Global Securities,” which are incorporated herein by reference.

ReNew Global’s registered office is C/O Vistra (UK) Ltd, 3rd Floor 11-12 St James’s Square, London SW1Y 4LB. ReNew Global’s principal website address is https://renewpower.in/. We do not incorporate the information contained on, or accessible through, ReNew Global’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.

Following and as a result of the Business Combination, all of ReNew Global’s business is conducted through its subsidiary, ReNew India. A description of the business is included in the Form F-4 in the sections entitled “ReNew India’s Business,” and “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operation,” which are incorporated herein by reference.

On August 7, 2021, ReNew India signed a Power Purchase Agreement for Round-The-Clock (RTC) electricity supply with the Solar Corporation of India (SECI). As per the PPA, ReNew India will supply electricity in the first year at rate of ₹ 2.90/kWh. This tariff will increase by 3% annually for the first 15 years after which it will stabilise for the remaining 10-years of the 25-year contract.

On August 10, ReNew India signed definitive agreements to acquire two operating projects - (1) 99MW hydropower project in Uttrakhand, India; and (2) 260MW/330 MWp solar power projects in the state of Telengana, India. ReNew India will acquire the 99MW project from L&T Power Development Ltd. this project marks the entry of ReNew in the hydropower sector. The L&T Uttaranchal Hydropower project, situated on the Mandakini river in Rudraprayag district of Uttarakhand, was operationalised in December 2020 and is expected to have a residual life of nearly 35 years.

In a separate transaction, ReNew India also announced the signing of a definitive agreement to acquire 260 MW/330 MWp of operating solar projects in Telangana. The projects have a 25-year PPA with Northern Power Distribution Company of Telangana Ltd. (NPDCTL) and Southern Power Distribution Company of Telangana Ltd. (SPDCTL) and have been operating for around four years.

5

Upon consummation of the Business Combination, RMG II became a wholly owned subsidiary of ReNew Global. The following diagram depicts the simplified organizational structure of ReNew Global as of the date hereof. Percentages refer to voting power of the ordinary shares held by the respective shareholders or shareholder groups.

The significant subsidiaries of ReNew Global are listed below.

ReNew Global’s property, plants and equipment is held through ReNew India. Information regarding ReNew India’s property, plants and equipment is described in ReNew Global’s Form F-4 under the headings “ReNew India’s Business—Facilities,” which information is incorporated herein by reference.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None / Not applicable.

6

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The discussion and analysis of the financial condition and results of operation of ReNew Global is included in the Form F-4 in the section entitled “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operation,” which information is incorporated herein by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The directors and executive officers upon the consummation of the Business Combination are set forth in the Form F-4, in the section entitled “Management of ReNew Global Following the Business Combination,” which is incorporated herein by reference.

Information pertaining to the compensation of the directors and executive officers of ReNew Global is set forth in the Form F-4, in the sections entitled “Management of ReNew Global Following the Business Combination—ReNew Global’s Executive Officer and Director Compensation Following the Business Combination,” “Management of ReNew Global Following the Business Combination—Compensation of Senior Management and Directors” and “Management of ReNew Global Following the Business Combination—Equity Compensation,” which are incorporated herein by reference.

Information pertaining to the Company’s board practices is set forth in the Form F-4, in the section entitled “Management of ReNew Global Following the Business Combination,” which is incorporated herein by reference.

Information pertaining to ReNew Global’s employees is set forth in the Form F-4, in the section entitled “ReNew India’s Business—Employees,” which is incorporated herein by reference.

Ownership of the Company’s shares by its directors and executive officers upon consummation of the Business Combination is set forth in Item 7.A of this Report.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of the date thereof by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, provided that any person who acquires any such right with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise of such right. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

As of the date hereof, there are 282,366,725 Class A Ordinary Shares, one Class B Ordinary Share, 118,363,766 Class C Ordinary Shares and one Class D Ordinary Share that are issued and outstanding. Further as of the date hereof the Warrants are not exercisable within 60 days.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially owned by them.

Unless otherwise indicated, the business address of each of the individuals from ReNew Global is Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase-V, Gurugram-122009, Haryana, India.

7

8

Information pertaining to ReNew Global’s related party transactions is set forth in the Form F-4, in the section entitled “Certain Relationships and Related Person Transactions—ReNew India’s related party transactions,” which is incorporated herein by reference.

None / Not applicable.

9

ITEM 8. FINANCIAL INFORMATION

Financial Statements

Consolidated financial statements have been filed as part of this report. See Item 18 “Financial Statements.”

Legal Proceedings

Legal or arbitration proceedings are described in ReNew Global’s F-4 under the heading “ReNew India’s Business—Legal Proceedings,” which is incorporated herein by reference.

Dividend Policy

ReNew Global’s policy on dividend distributions is described in ReNew Global’s F-4 under the heading “Price Range of Securities and Dividends—ReNew Global—Dividend Policy,” which is incorporated herein by reference.

None/ Not applicable.

10

ITEM 9. THE OFFER AND LISTING

Class A Ordinary Shares and Warrants are listed on the Nasdaq under the symbols “RNW” and “RNWWW,” respectively. Holders of Class A Ordinary Shares and Warrants should obtain current market quotations for their securities.

Not applicable.

Class A Ordinary Shares and Warrants are listed on the Nasdaq under the symbols “RNW” and “RNWWW,” respectively.

Not applicable.

Not applicable.

Not applicable.

11

ITEM 10. ADDITIONAL INFORMATION

As of the date hereof, subsequent to the closing of the Business Combination, there were 282,366,725 Class A Ordinary Shares, one Class B Ordinary Share, 118,363,766 Class C Ordinary Shares and one Class D Ordinary Share that were outstanding and issued. There are also 18,526,773 Warrants outstanding, each exercisable at $11.50 per 1.0917589 Class A Ordinary Shares, of which 11,499,966 are public warrants listed on Nasdaq and 7,026,807 private placement warrants held by the RMG Sponsor II.

The articles of association of the Company dated as of August 20, 2021 are filed as part of this Report.

The description of the articles of association of ReNew Global contained in the Form F-4 in the section entitled “Description of ReNew Global Securities” is incorporated herein by reference.

Material Contracts Relating to ReNew Global’s Operations

Information pertaining to ReNew Global’s material contracts is set forth in the Form F-4, in the section entitled “Description of ReNew India’s Material Indebtedness” and “Certain Relationships and Related Person Transactions,” each of which is incorporated herein by reference.

Material Contracts Relating to the Business Combination

Business Combination Agreement

The description of the Business Combination Agreement in the Form F-4 in the sections entitled “The Business Combination Proposal—The Business Combination Agreement” and “The Business Combination Proposal—Amendment to the Business Combination Agreement” are incorporated herein by reference.

Related Agreements

The description of the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement in the Form F-4 in the section entitled “The Business Combination Proposal—Related Agreements” is incorporated herein by reference.

There are no governmental laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital, including the availability of cash and cash equivalents for use by ReNew Global, or that may affect the remittance of dividends, interest, or other payments by ReNew Global to non-resident holders of its ordinary shares, other than withholding tax requirements. There is no limitation imposed by English law or in ReNew Global’s articles of association on the right of non-residents to hold or vote shares.

Information pertaining to tax considerations is set forth in the Form F-4, in the sections entitled “The Business Combination Proposal—Material Tax Considerations—U.S. Federal Income Tax Considerations” which is incorporated herein by reference.

12

Information regarding ReNew Global’s policy on dividends is described in ReNew Global’s F-4 under the heading “Price Range of Securities and Dividends,” which is incorporated herein by reference. ReNew Global has not identified a paying agent.

The consolidated financial statements of ReNew Power Private Limited as of March 31, 2021 and March 31, 2020, and for each of the three years in the period ended March 31, 2021, included in this form 20-F, have been audited by S.R. Batliboi & Co. LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in auditing and accounting.

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Not applicable.

13

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth in the section entitled “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operation—Quantitative and Qualitative Disclosure about Market Risk” in the Form F-4 is incorporated herein by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Warrants

Information pertaining to Warrants is set forth in the Form F-4, in the sections entitled “Description of New ReNew Global Securities—Public Shareholders’ Warrants” and “Description of New ReNew Global Securities—Private Placement Warrants” which is incorporated herein by reference.

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The financial statements are filed as part of this Report beginning on page F-1.

ITEM 19. EXHIBITS

14

EXHIBIT INDEX

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

INDEX TO FINANCIAL STATEMENTS

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Renew Power Private Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Renew Power Private Limited (the “Company”) as of March 31, 2021 and 2020 the related consolidated statements of profit and loss and other comprehensive income, cash flows and changes in equity for each of the three years in the period ended March 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standard Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Valuation of Goodwill

Recoverability of deferred tax assets and reversal of deferred tax liabilities

F-3

/s/ S. R. Batliboi & Co. LLP

We have served as the Company’s auditor since 2011.

Gurugram, India

June 21, 2021

F-4

ReNew Power Private Limited

Consolidated statement of financial position

(Amounts in INR millions, unless otherwise stated)

F-5

ReNew Power Private Limited

Consolidated statement of financial position

(Amounts in INR millions, unless otherwise stated)

The accompanying notes are an integral part of the consolidated financial statements

F-6

ReNew Power Private Limited

Consolidated statement of profit or loss and other comprehensive income

(Amounts in INR millions, unless otherwise stated)

F-7

ReNew Power Private Limited

Consolidated statement of profit or loss and other comprehensive income

(Amounts in INR millions, unless otherwise stated)

The accompanying notes are an integral part of the consolidated financial statements

F-8

ReNew Power Private Limited

Consolidated statement of changes in equity

(Amounts in INR millions, unless otherwise stated)