(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

C/O Vistra (UK) Ltd

3rd Floor

11-12 St James’s Square

London

Class A Ordinary Shares issuable under the 2021 Incentive Award Plan and Non-Employee 2021 Incentive Plan⁽¹⁾

- Series 1

- Series 2

- Series 3

- Series 4

- Series 5

- Series 6

- Series 7

- Series 8

- Series 9

- Series 10

Total

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Class A Ordinary Shares that become issuable under the ReNew Energy Global plc – 2021 Incentive Award Plan by reason of any share dividend, share split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration that would increase the number of outstanding ordinary shares. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefits plan described herein.

Consists of Class A Ordinary Shares issuable under the 2021 Incentive Award Plan and Non-Employee 2021 Incentive Plan.

Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the weighted average exercise price of the outstanding awards.

Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0000927.

Pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting the amount of the registration fee due under this registration statement with respect to these securities with registration fees of $63,323.39 previously paid with respect to unsold 65,030,157 Class A Ordinary Shares issuable under the 2021 Incentive Award Plan previously registered on the registration statement on Form F-4 (File No. 333-256228) initially filed on May 18, 2021. Accordingly, the filing fee transmitted herewith is nil.

Plan Information.

Registrant Information and Employee Plan Annual Information.

Incorporation of Documents by Reference.

our prospectus filed pursuant to Rule 424(b) under the Securities Act filed with the SEC on October 6, 2021;

all other reports filed by us pursuant to Section 13(a) or 14(d) of the Exchange Act;

the description of our Class  A ordinary shares contained in our registration statement on Form 8-A (File No. 001-40752), filed by us with the SEC under Section 12(b) of the Exchange Act on August 20, 2021 including any amendments or reports filed for the purpose of updating such description; and

all documents that we subsequently file pursuant to Sections 13 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement that indicates that all of the Class A ordinary shares offered have been sold or that deregisters all of such shares then remaining unsold.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

Exemption from Registration Claimed.

Exhibits.

Exhibit
Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Form

Date

Undertakings.

The Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Exhibit
Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Form

Date

NAME

POSITION

DATE

/s/ Sumant Sinha

Chief Executive Officer and Director

/s/ D. Muthukumaran

Chief Financial Officer

/s/ Vanitha Narayanan

Independent Director

/s/ Anuj Girotra

Director

/s/ Michelle Robyn Grew

Independent Director

/s/ Michael Bruun

Director

/s/ Sumantra Chakrabarti

Independent Director

/s/ Ram Charan

Independent Director

/s/ Projesh Banerjea

Director

/s/Robert S. Mancini

Independent Director

/s/ Manoj Singh

Independent Director

2 November 2021

ReNew Energy Global plc

C/O Vistra (UK) Ltd

3rd Floor

11-12 St James’s Square

London SW1Y 4LB

England

Beijing

Boston

Brussels

Century City

Chicago

Dubai

Düsseldorf

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

Moscow

Munich

New York

Orange County

Paris

Riyadh

San Diego

San Francisco

Seoul

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

ReNew Energy Global plc – Registration Statement on Form S-8 Exhibit 5.1

Purpose

Defined terms and headings

capitalised terms used without definition in this letter or the schedules hereto have the meanings assigned to them in the Registration Statement unless a contrary indication appears; and

headings are for ease of reference only and shall not affect interpretation.

Legal review

a search at Companies House in respect of the Company conducted on 2nd November 2021 at 1:48 p.m. (London time);

an enquiry at the Central Registry of Winding Up Petitions, London on 2nd November 2021 at 2:14 p.m. (London time) with respect to the Company

a PDF copy of the certificate of incorporation of the Company dated 23 February 2021;

a PDF copy of the certificate of incorporation of the Company on re-registration as a public company dated 12 May 2021;

a PDF copy of the current articles of association of the Company adopted at a general meeting of the Company by special resolution on 20 August, effective as from 23 August 2021;

a PDF executed copy of the written resolution of the board of directors of the Company (the “Board”) dated 20 August 2021 (the “Written Resolution”);

a PDF copy of the minutes of the meeting of the shareholders of the Company held on 20 August 2021;

a copy of the Award Plan; and

a copy of the Registration Statement dated 2nd November 2021 and filed with the SEC on 2nd November 2021.

Applicable law

we have not investigated the laws of any country other than England and we assume that no foreign law, (including, for the avoidance of doubt, European Union law on and after 1 January 2021), affects any of the opinions stated below; and

we express no opinion in this letter on the laws of any jurisdiction other than England.

Assumptions and reservations

OPINIONS

the Registration Statement, as finally amended, having become effective under the Securities Act and continuing to be so effective;

valid entries having been made in relation to the allotment and issue of the Shares in the books and registers of the Company,

EXTENT OF OPINION

DISCLOSURE AND RELIANCE

The genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies;

that, where a document has been examined by us in draft or specimen form, it will be or has been duly executed in the form of that draft or specimen;

that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than English law;

that the Articles of Association remain in full force and effect and no alteration has been made or will be made to the Articles of Association prior to the date of allotment and issue of any of the Shares (each such date, being an “Allotment Date”);

that all documents, forms and notices which should have been delivered to the UK Companies House in respect of the Company have been so delivered, that the results of the Searches are complete and accurate, that the position has not changed since the times at which the Searches were made and that the results of the Searches will remain complete and accurate as at each Allotment Date;

that the resolutions of the Board or an appropriate authorised committee of the Board to resolve to allot and issue the Shares and approve the Award Plan were duly passed as written resolutions, a quorum was present throughout and the requisite majority of directors voted in favour of approving the resolutions;

that for each of the Written Resolution and the Board resolutions all constitutional, statutory and other formalities were or will be, as applicable, duly observed, such resolutions were, or will be, as applicable, duly adopted, and have not been revoked or varied and remains in full force and effect and will remain so as at each Allotment Date;

that the resolutions of the shareholders of the Company to authorise the Board pursuant to section 551 of the Companies Act 2006 (“CA 2006”) to allot the Shares in the Company credited as fully paid up, free of the restrictions in section 561 of CA 2006 were duly passed at a general meeting of the shareholders of the Company, all constitutional, statutory and other formalities were observed and such resolutions will not have been revoked or varied and will remain in full force and effect;

that the Award Plan and all respective obligations thereunder have been or will be, as applicable, entered into, and the Shares will be allotted and issued, in good faith and on bona fide commercial terms and on arms’ length terms and for the purpose of carrying on the business of the Company and that there are reasonable grounds for believing that the Award Plan and the allotment and issue of the Shares will promote the success of the Company for the benefit of its members as a whole;

that immediately prior to each Allotment Date with respect to the Shares, the directors of the Company and/or a duly constituted committee thereof had or will have sufficient authority and powers conferred upon them to allot and issue the Shares and grant such rights (as applicable) under section 551 of the Companies Act and under section 570 of the Companies Act as if section 561 of the Companies Act did not apply to such allotment and issue or grant, and the directors of the Company and/or a duly constituted committee of the Board will not allot or issue (or purport to allot or issue) the Shares and will not grant rights (or purport to grant rights) to acquire such Shares in excess of such powers or in breach of any other limitation on their power to allot and issue such Shares or grant rights to acquire such Shares;

that the Award Plan remains in full force and effect and no alterations have been made or will be made to the Award Plan prior to an Allotment Date;

that at the time of each allotment and issue of any Shares, the Company will have received in full “cash consideration” (as such term is defined in section 583(3) of the Companies Act) equal to the subscription price payable for such Shares and will have entered the holder or holders thereof in the register of members of the Company showing that all such Shares will have been fully paid up as to their nominal value and any premium thereon as at each Allotment Date with respect to the Shares;

in relation to any allotment and issue of any Shares by the Company pursuant to the Award Plan, that the recipient will have become entitled to such Shares under the terms of the Award Plan and such Shares will, where applicable, be fully vested each in accordance with the terms of the Award Plan and such recipient has or will have complied with all other requirements of the Award Plan in connection with the allotment and issue of such Shares;

that all awards have been made under the terms of the Award Plan, that the terms of all awards have not materially deviated from the terms set out in the Award Plan and that any Shares will be allotted and issued in accordance with the terms set out in the Award Plan and in accordance with the Company’s articles of association;

that the Award Plan was validly adopted and no alteration has been made to the Award Plan following the date of adoption;

that in relation to the allotment and issuance of Shares pursuant to the Award Plan or otherwise to an employee benefit trust, that such Shares will be allotted and issued in accordance with the terms of the Award Plan, the Company’s articles of association and the requirements of all applicable laws;

that in issuing and allotting and granting rights to acquire Shares and administering the Award Plan, the Company is not and will not be carrying on a regulated activity for the purposes of section 19 of FSMA;

that no Shares will be allotted or issued, or are or will be committed to be allotted or issued, at a discount to their nominal value (whether in dollars or equivalent in any other currency);

that none of the Shares or rights to subscribe for Shares have been or will be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”) or of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or will be made in relation to the Shares in breach of section 21 of the FSMA or any other United Kingdom laws or regulations relating to offers or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities; and

that the Company has not taken any corporate or other action nor have any steps been taken or legal proceedings been started against the Company for the liquidation, administration, winding-up, dissolution, reorganisation or bankruptcy or similar procedures in other relevant jurisdictions, of, or for the commencement of a moratorium in respect of or the appointment of a liquidator, receiver, trustee, administrator, administrative receiver, monitor or similar officer of, the Company or all or any of its assets (or any analogous proceedings in any jurisdiction) and the Company is not unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 and will not become unable to pay its debts within the meaning of that section as a result of any of the transactions contemplated herein, is not insolvent and has not been dissolved or declared bankrupt (although the Searches gave no indication that any winding-up, dissolution, moratorium or administration order, application or filing; or appointment of a liquidator, receiver, administrator, administrative receiver, monitor or similar officer has been made with respect to the Company).

the Searches are not capable of revealing conclusively whether or not a winding-up or administration petition, filing or order has been presented or made, a monitor or receiver appointed, a company voluntary arrangement proposed or approved or a moratorium or any other insolvency proceeding commenced. We have not made enquiries of any District Registry or County Court;

any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes, restructuring plans or analogous circumstances; and (ii) an English court exercising its discretion under section 426 of the Insolvency Act 1986 (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory;

we express no opinion as to matters of fact; and

we express no opinion on the compliance of the Award Plan, or the compliance of any award made under the Award Plan, with the rules or regulations of the NASDAQ Stock Market LLC or the rules or regulations of any other securities exchange that are applicable to the Company;

we express no opinion in relation to the legality, enforceability or validity of the Award Plan or any award agreement entered into pursuant to the Award Plan. In particular, but without prejudice to the generality of the foregoing, we have assumed that the Shares to be allotted under the Award Plan or any such award agreement will be paid up in full (as to their nominal value and any premium) in cash (within the meaning of section 583(1) of the Companies Act) and we express no opinion as to whether any consideration other than “cash consideration” (as such term is defined in section 583(3) of the Companies Act) which might be paid, or purport to be paid, for these Shares would result in such Shares being validly issued, fully paid and not subject to any call for payment of further capital;

if any award under the Award Plan does not constitute the award of a cash bonus, so as to create a liability for a liquidated sum, any Shares purported to be allotted and issued pursuant to any such award will not have been validly allotted and issued for cash in accordance with the requirements of the Companies Act and may not therefore be fully paid and not subject to any call for payment of further capital; and

it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.