View:

Download DOC

Download PDF

Download XLS

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)*

ReNew Energy Global plc (Name of Issuer)

Class A Ordinary Shares, Nominal Value of $0.0001 Per Share (Title of Class of Securities)

G7500M104 (CUSIP Number)

Turner Herbert Abu Dhabi Investment Authority, 211 Corniche, PO Box 3600 Abu Dhabi, C0, 00000 971 2 4150000 Michael Levitt, Sebastian Fain Freshfields US LLP, 3 World Trade Center, 175 Greenwich St. New York, NY, 10007 212 2774000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/10/2025 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

G7500M104

1	Name of reporting person Abu Dhabi Investment Authority
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 58,170,916.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 58,170,916.00
11	Aggregate amount beneficially owned by each reporting person 58,170,916.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 23.8 %
14	Type of Reporting Person (See Instructions) OO

Comment for Type of Reporting Person:

Item 13 is calculated based on a total of 244,405,376 Class A Ordinary Shares of ReNew Energy Global plc, a public limited company registered in England and Wales with registered number 13220321 (the "Issuer"), which the Reporting Persons understand were outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on July 30, 2025. With respect to Item 14, Abu Dhabi Investment Authority ("ADIA") is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi (the "Government") as an independent investment institution. ADIA is wholly owned and subject to constitutional supervision by the Government. ADIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives.

SCHEDULE 13D

CUSIP No.

G7500M104

1	Name of reporting person Platinum Cactus A 2019 Trust
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 58,170,916.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 58,170,916.00
11	Aggregate amount beneficially owned by each reporting person 58,170,916.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 23.8 %
14	Type of Reporting Person (See Instructions) OO

Comment for Type of Reporting Person:

Item 13 is calculated based on a total of 244,405,376 Class A Ordinary Shares of the Issuer, which the Reporting Persons understand were outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025. With respect to Item 14, Platinum Cactus A 2019 Trust is a trust established under the laws of the Abu Dhabi Global Market by deed of settlement, dated March 28, 2019 between Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited ("Platinum Hawk"). Platinum Hawk is the trustee of Platinum Cactus A 2019 Trust. Platinum Hawk is an indirect wholly owned subsidiary of ADIA. The Class A Ordinary Shares are directly held by the Platinum Cactus A 2019 Trust. Pursuant to the rules and regulations of the Securities and Exchange Commission, both ADIA (pursuant to its right to vote or dispose of the shares) and Platinum Hawk (pursuant to its right to dispose of the shares) should be considered to be the beneficial owner of the Class A Ordinary Shares.

SCHEDULE 13D

CUSIP No.

G7500M104

1	Name of reporting person Platinum Hawk C 2019 RSC Limited
2	Check the appropriate box if a member of a Group (See Instructions)   (a)   (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power 0.00 8 Shared Voting Power 0.00 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 58,170,916.00
11	Aggregate amount beneficially owned by each reporting person 58,170,916.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 23.8 %
14	Type of Reporting Person (See Instructions) CO

Comment for Type of Reporting Person:

Item 13 is based on a total of 244,405,376 Class A Ordinary Shares of the Issuer which the Reporting Persons understand were outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025. With respect to Item 14, Platinum Hawk is the trustee of Platinum Cactus A 2019 Trust, which is a trust established under the laws of the Abu Dhabi Global Market by deed of settlement, dated March 28, 2019 between Abu Dhabi Investment Authority and Platinum Hawk. Platinum Hawk is an indirect wholly owned subsidiary of ADIA. Platinum Hawk does not have any voting power with respect to the Class A Ordinary Shares owned by the Platinum Cactus A 2019 Trust, but has the power to make, retain, divest, transfer, sell, convert, vary or transpose of such shares. Pursuant to the rules and regulations of the Securities and Exchange Commission, both ADIA (pursuant to its right to vote or dispose of the shares) and Platinum Hawk (pursuant to its right to dispose of the shares) should be considered to be the beneficial owner of the Class A Ordinary Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, Nominal Value of $0.0001 Per Share
(b)	Name of Issuer: ReNew Energy Global plc
(c)	Address of Issuer's Principal Executive Offices: C/O Vistra (UK) Ltd, Suite 3, 7th Floor, 50, Broadway, London, UNITED KINGDOM , SW1H 0DB.
Item 1 Comment: This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on September 2, 2021, as amended and supplemented on August 22, 2023, December 10, 2024 and July 3, 2025 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D is being filed by the Reporting Persons in relation to the Class A Ordinary Shares, par value $0.0001 (the "Shares"), of the Issuer. The principal executive office of the Issuer is located at C/O Vistra (UK) Ltd, Suite 3, 7th Floor, 50, Broadway, London, England, SW1H 0DB.
Item 4.	Purpose of Transaction
	This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following: Revised Non-Binding Proposal On October 10, 2025, the Consortium jointly submitted a best and final non-binding proposal (the "Revised Proposal") to the special committee of the Board increasing the price per Share that the Consortium is proposing to pay to acquire all of the Shares (on a fully diluted basis) of the Issuer not presently owned by the Consortium Members in the Proposed Transaction to $8.15 per Share. The Revised Proposal is the Consortium's best and final non-binding offer. The Revised Proposal is non-binding, and no agreement, arrangement or understanding between the Consortium or any Consortium Members, on the one hand, and the Issuer, on the other hand, relating to the Revised Proposal, the Proposed Transaction or any other transaction will be created until such time as definitive agreements for the Proposed Transaction have been executed and delivered. References to, and descriptions of, the Revised Proposal in this Schedule 13D are qualified in their entirety by the terms of the Revised Proposal, a copy of which is attached hereto as Exhibit 99.9 and is incorporated in its entirety into this Item 4.
Item 7.	Material to be Filed as Exhibits.
	This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as follows: 99.1 Joint Filing Agreement, dated September 2, 2021, among the Abu Dhabi Investment Authority, The Platinum Cactus A 2019 Trust and Platinum Hawk C 2019 RSC Limited (incorporated by reference to the Joint Filing Agreement filed as Exhibit 99.1 to the Original Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 2, 2021) 99.2 Registration Rights, Coordination and Put Option Agreement (incorporated by reference to the Registration Rights Agreement filed as Exhibit 4.4 to the Shell Company Report on Form 20-F filed by ReNew Energy Global plc on August 27, 2021) 99.3 Shareholders Agreement (incorporated by reference to the Shareholders Agreement filed as Exhibit 4.3 to the Shell Company Report on Form 20-F filed by ReNew Energy Global plc on August 27, 2021) 99.4 Amendment to ReNew Global Shareholders Agreement dated July 17, 2023 (executed on July 24, 2023) (incorporated by reference to the Amendment to ReNew Global's Shareholders Agreement filed as Exhibit 4.17 to the Annual Report on Form 20-F filed by ReNew Energy Global plc on July 31, 2023) 99.5 Proposal, dated December 10, 2024, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Proposal filed as Exhibit 99.5 to the Amendment No.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 10, 2024) 99.6 Consortium Bid Conduct Agreement, dated December 10, 2024, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Consortium Bid Conduct Agreement filed as Exhibit 99.6 to the Amendment No.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 10, 2024) 99.7 Revised Proposal, dated July 2, 2025, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Revised Proposal, dated July 2, 2025, filed as Exhibit 99.7 to the Amendment No.3 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on July 3, 2025) 99.8 Amendment No. 1 to Consortium Bid Conduct Agreement, dated July 3, 2025, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Amendment No. 1 to Consortium Bid Conduct Agreement, dated July 3, 2025, filed as Exhibit 99.8 to the Amendment No.3 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on July 3, 2025) 99.9 Revised Proposal, dated October 10, 2025, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha* *Filed herewith

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Abu Dhabi Investment Authority

Signature: /s/ Khadem Al Remeithi Name/Title: Khadem Al Remeithi / Authorized Signatory Date: 10/10/2025

Signature: /s/ Sultan Aldhaheri Name/Title: Sultan Aldhaheri / Authorized Signatory Date: 10/10/2025

Platinum Cactus A 2019 Trust

Signature: /s/ Suhail Al Dhaheri Name/Title: Suhail Al Dhaheri / Authorized Signatory Date: 10/10/2025

Signature: /s/ Mamoun Jamai Name/Title: Mamoun Jamai / Authorized Signatory Date: 10/10/2025

Platinum Hawk C 2019 RSC Limited

Signature: /s/ Suhail Al Dhaheri Name/Title: Suhail Al Dhaheri / Authorized Signatory Date: 10/10/2025

Signature: /s/ Mamoun Jamai Name/Title: Mamoun Jamai / Authorized Signatory Date: 10/10/2025

Comments accompanying signature: Suhail Al Dhaheri is signing on behalf of Platinum Hawk C 2019 RSC Limited as Trustee to the Platinum Cactus A 2019 Trust. Mamoun Jamai is signing on behalf of Platinum Hawk C 2019 RSC Limited as Trustee to the Platinum Cactus A 2019 Trust.

Exhibit 99.9

10 October 2025

VIA E-MAIL

ReNew Energy Global plc (the “Company”)

Special Committee of the Board of Directors

C/O Vistra (UK) Ltd

Suite 3, 7th Floor, 50, Broadway,

London, England, SW1H 0DB

Attention: Mr. Manoj Singh, Lead Independent Director

Dear Manoj:

The Consortium would like to thank you, the rest of the special committee and the management of the Company, for your time and continued engagement on the proposed acquisition of the entire issued and to be issued share capital of the Company not already owned by the members of the Consortium (the “Transaction”). After careful consideration, the Consortium is prepared to submit this revised and enhanced proposal, which is the Consortium’s best and final non-binding offer. Subject to alignment on the points outlined below, the Consortium sees a clear path to a mutually agreeable Transaction and would like to work towards the announcement of a binding Transaction in November 2025.

Revised Proposal

The Consortium is prepared to increase its offer price to US$8.15 per share, payable in cash, for the entire issued and to be issued share capital of the Company not already owned by the members of the Consortium.

Our revised proposal would provide the Company’s shareholders with a 29% premium to the closing share price of $6.34 per share on 10 December 2024 and a 41% premium to the 30-day volume-weighted average price of $5.76 per share (as of 10 December 2024).

The Consortium believes that its revised proposal, which would provide shareholders with immediate liquidity and value certainty not available in public markets, would be in the best interest of the Company and its shareholders, and the Consortium trusts that it evidences its willingness to take the Transaction forward to the next stage.

The revised proposal is based on the information that you have made available to us and reflects the findings of our due diligence. For the avoidance of doubt, the revised proposal is subject to agreeing the transaction agreement between the Company and the Consortium (the “Transaction Agreement”) and the provision of irrevocable undertakings as described further below.

Due Diligence

We are pleased to confirm that no material items remain outstanding in our due diligence exercise. Our advisers have provided a list of the items required to enable us to close out our confirmatory legal and tax due diligence. As customary, we will inform you should we require any further information as part of our approval processes. We would expect any such requests to be purely confirmatory in nature.

Documentation

Significant progress has been made on the Transaction Agreement over the past few weeks. Our advisers will share an updated draft of the Transaction Agreement with Linklaters later today, which we believe can be agreed in short order.

Consortium Approvals

Each of the Consortium members have provided ongoing updates to their respective internal committees. Once you confirm your alignment on the Transaction Agreement, the Consortium members will each seek final approvals to enable each Consortium member to enter into the Transaction Agreement. As noted above, the Consortium would like to work towards announcing a binding Transaction in November 2025.

Transaction Structure

The Transaction will be implemented through a UK scheme of arrangement. Please find below an indicative timeline setting out the proposed steps and estimated timings to implement the Transaction:

Warrants and Options

Shareholder Support

The Consortium expects to receive hard irrevocable undertakings from directors of the Company (other than the founder and the nominee directors of the Consortium members), and certain other of Renew’s largest shareholders. Our advisers have shared drafts of the irrevocable undertakings with Linklaters.

Conditions

As set out in the draft Transaction Agreement, we expect completion of the Transaction to be conditional on, amongst other things:

Please see schedule 1 of the Transaction Agreement for further details.

Governance

The appointments of all independent directors will be terminated on or shortly after completion of the Transaction in line with the terms of their respective engagement letters.

In summary, the Consortium would like to thank you again for your engagement on this Transaction and looks forward to continuing to work together expeditiously towards the announcement of a binding Transaction.

As is customary, this proposal is not to be construed as a binding, definitive or irrevocable proposal, agreement or contract. The proposal is non-binding until such time as the potential parties to the Transaction enter into legally binding definitive transaction documents in respect of the Transaction.