Exhibit 99(a)(3)(1)

Preliminary Scheme Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF RENEW ENERGY GLOBAL PLC’S SHARES ON THE NASDAQ CAPITAL MARKET. PART III (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, attorney, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser.

If you sell, have sold, or otherwise transferred all of your ReNew Shares, please send this document (but not any accompanying personalised documents) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of ReNew Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom and United States may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction.

The accompanying Forms of Proxy are personalised. If you have recently purchased or been transferred ReNew Shares, you should contact the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

Recommended acquisition of

RENEW ENERGY GLOBAL PLC

by

DYUTI PRIVATE HOLDINGS INC.

to be effected by means of a

scheme of arrangement under Part 26 of

the Companies Act 2006

ReNew Shareholders should read carefully the whole of this document, the accompanying Forms of Proxy and the Combined Form of Election which will be mailed separately to you by Computershare. Your attention is drawn to the letter from the Special Committee of ReNew in Part I (Letter from the Special Committee of ReNew Energy Global plc) of this document, which contains the unanimous recommendation of the Special Committee that you vote in favour of the Scheme at the Court Meeting and in favour of the Scheme Resolution to be proposed at the General Meeting. An explanatory statement explaining the Scheme in greater detail is set out in Part III (Explanatory Statement) of this document.

Notices of the Court Meeting and the General Meeting, both of which are to be held at     on    , are set out at the beginning of this document. The Court Meeting will start at     (UK time) and the General Meeting will start at     (UK time) (or as soon thereafter as the Court Meeting has been concluded or adjourned).

The actions to be taken by ReNew Shareholders in respect of the Court Meeting and General Meeting are set out on pages 32 to 36. Whether or not you intend to be present at the Court Meeting and/or the General Meeting, please complete and sign both Forms of Proxy accompanying this document, one Form of Proxy labelled “Court Meeting Proxy Form” for the Court Meeting and one Form of Proxy labelled “General Meeting Proxy Form” for the General Meeting, in accordance with the instructions set out on pages 225 to 228 of this document (Notice of Court Meeting) and pages 229 to 240 of this document (Notice of General Meeting), and return them using the return envelope provided to Broadridge, as soon as possible, and in any event so as to be received by Broadridge at 51 Mercedes Way, Edgewood, NY 11717 not later than     (UK time) on     in the case of the Court Meeting and not later than     (UK time) on     in the case of the General Meeting or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a Scheme Business Day) before the time fixed for the holding of the adjourned meeting. Alternatively, the Form of Proxy for the Court Meeting (but not the General Meeting) may be handed to the Chairman of the Court Meeting, before the start of that meeting. Forms of Proxy returned by fax will not be accepted. You can also lodge your proxy vote online at www.ProxyVote.com or (from within the United States) by telephone on 1-800-454-8683, so as to be received not later than 48 hours (excluding any part of a day that is not a Scheme Business Day) before the relevant meeting. The return of a completed Form of Proxy, the electronic appointment of a proxy or the appointment of a proxy via telephone will not prevent you from attending the Court Meeting and/or the General Meeting, or any adjournment thereof, and voting in person if you so wish and if you are entitled to do so. Your vote in the Court Meeting and/or the General Meeting will revoke the applicable proxy appointment.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Therefore, whether or not you plan to attend the Meetings, please complete and sign both the enclosed Forms of Proxy (one labelled “Court Meeting Proxy Form” and one labelled “General Meeting Proxy Form”), or deliver your voting instructions by one of the other methods mentioned in the preceding paragraph, as soon as possible.

If you are eligible and wish to elect for the Rollover in respect of your Scheme Shares, you must also complete Part I (Rollover Election) of the Combined Form of Election, which will be mailed separately to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011 or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) ten Business Days prior to the date of the Court Hearing. Scheme Shareholders who do not wish to elect for the Rollover do not need to complete Part I (Rollover Election) of the Combined Form of Election.

Only Scheme Shareholders (other than Scheme Shareholders resident in India), which are holders of Scheme Shares in the register of members of the Company, are eligible to make an Election. Any person who becomes a Scheme Shareholder after the Election Return Time will not be eligible to elect for the Rollover and their Scheme Shares will be treated as Cash-Out Shares.

Beneficial owners of Scheme Shares held in uncertificated form within the systems of DTC are NOT eligible to make an Election and will receive the Consideration for all of their Scheme Shares. If you are a beneficial owner of Scheme Shares held in uncertificated form within the systems of DTC and you wish to make an Election, you must first procure the withdrawal of all such Scheme Shares from DTC and be entered as a registered holder (other than as a holder in uncertificated form) in the register of members of the Company. To effect such withdrawal, you must notify your broker, bank or other nominee who holds your Scheme Shares of your intention and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

If you are a holder of Depositary Receipts and you wish to make an Election, you must first procure that the Scheme Shares represented by your Depositary Receipts are registered by reference to a separate designation in the register of members of the Company. To effect such re-registration, you must notify the Company and Computershare of your intention and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

The Company is unable to assure beneficial owners of Scheme Shares or holders of Depositary Receipts how long it will take to complete (i) the withdrawal of Scheme Shares from DTC and re-registration of the beneficial owners as registered holders or (ii) the re-registration of Scheme Shares represented by Depositary Receipts by reference to a separate designation, as this will depend on factors outside the Company’s control, including the cooperation of third parties such as the relevant broker, bank or other nominee and DTC. Beneficial owners of Scheme Shares and holders of Depositary Receipts who wish to make an Election are therefore strongly recommended to act as soon as possible and, in any event, sufficiently in advance of the Election Return Time to allow any required withdrawal and/or re-registration to be completed in time. Please note that you will have a minimum of 80 calendar days from the publication of this document to complete the required withdrawal and/or re-registration and, following that, complete and return or submit your Combined Form of Election.

The Rollover involves significant risks and uncertainties and may not be suitable for all Scheme Shareholders. Please refer to the section entitled “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement) for a description of the risks relating to the Rollover. Scheme Shareholders should consider whether the Rollover is a suitable alternative in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover.

Scheme Shareholders who hold their Scheme Shares in certificated form (including DTC Withdrawal Scheme Shareholders) must complete Part II (Letter of Transmittal) of the Combined Form of Election which will be mailed separately to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011 or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) ten Business Days prior to the date of the Court Hearing. The requirement above applies whether or not a Scheme Shareholder has completed Part I (Rollover Election) of the Combined Form of Election.

Cash-Out Shareholders who hold their Cash-Out Shares in certificated form (other than DTC Withdrawal Scheme Shareholders who (x) have elected for the Rollover but whose Elections have not been satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme and (y) do not, as at the Scheme Record Time, hold any share certificate(s) in respect of their Cash-Out Shares) must return all share certificates representing their Cash-Out Shares by post (properly insured) to the Paying Agent at    . Holders of Depositary Receipts representing Cash-Out Shares must similarly return all such Depositary Receipts by post (properly insured) to the Paying Agent at    . If any such share certificate(s) or Depositary Receipt(s) are found to be missing, the relevant holder must instead deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee as required by the Paying Agent. All such returns (or, where applicable, the delivery of the affidavit and settlement of related payments) must be made as soon as reasonably practicable after the Scheme Record Time, in order to receive the Consideration to which the relevant holder is entitled under the Scheme.

Cash-Out Shareholders who hold their Cash-Out Shares in certificated form will not receive the Consideration to which they are entitled under the Scheme unless and until they have complied with the requirements set out above.

Each holder of record of one or more uncertificated Cash-Out Shares held within the systems of DTC shall automatically upon the Effective Time be entitled to receive, and the Purchaser shall procure the Paying Agent to pay and deliver to DTC or its nominee as soon as practicable and in any event by no later than 14 days after the Effective Date, in respect of each such uncertificated Cash-Out Share, a cash amount by wire transfer of immediately available funds in U.S. dollars equal to the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law), such wire transfer of the aggregate amount of Consideration being net of the applicable wire transfer fee, being USD 100.

Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares should read and make sure they understand the section entitled “Notice Regarding Certain Indian Taxation Considerations” and Part V (Certain Indian Tax Considerations) and Part XIII (Indian Tax Self-Declaration) of this document. If applicable, Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares must complete the Indian Tax Self-Declaration contained in Part XIII (Indian Tax Self-Declaration) of this document, in accordance with the instructions set out in Part XIII (Indian Tax Self-Declaration) of this document and either (i) return it by post (properly insured) or (ii) submit it via a designated online portal to the Purchaser or an agent designated by the Purchaser, in each case by no later than the Indian Tax Self-Declaration Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) 15 Business Days prior to the date of the Court Hearing.

This document is dated     and is first being mailed to ReNew Shareholders on or about    .

Capitalised words and phrases used in this document shall have the meanings given to them in Part IX (Definitions).

IMPORTANT NOTICE

This document has been prepared for the purposes of complying with English law and U.S. securities law and the information disclosed herein may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction.

The distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law, and therefore, persons into whose possession this document comes should inform themselves about, and should observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, pursuant to the document or otherwise, in any jurisdiction in which such offer or solicitation is unlawful.

The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of ReNew or the Purchaser or any member of the Consortium except where otherwise expressly stated. Neither ReNew nor the Purchaser nor any member of the Consortium intends, or undertakes any obligation, to update information contained in this document, except as required by applicable law.

No person has been authorised to make any representations on behalf of ReNew, the ReNew Group, the Purchaser or any other member of the Consortium concerning the Acquisition or the Scheme which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been authorised.

Citigroup Global Markets India Private Limited (“Citi”), is acting as financial adviser exclusively for CPP Investments and no one else in connection with the Acquisition and other matters set out in this document and will not be responsible to anyone other than CPP Investments for providing the protections afforded to clients of Citi or its Affiliates, nor for providing advice in connection with the Acquisition, the content of this document or any matter referred to herein. Neither Citi nor any of Citi’s Affiliates or branches, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this document, any statement contained herein or otherwise. It is to be noted that the activities undertaken by Citi do not fall within the regulatory purview of the Securities and Exchange Board of India (“SEBI”). Accordingly, none of the investor protection mechanisms provided by SEBI will be available for any grievances or disputes arising out of or pertaining to services provided by Citi to CPP Investments.

Rothschild & Co, which is authorised and regulated by the Financial Industry Regulatory Authority and the SEC, is acting as financial adviser exclusively for the Special Committee and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than the Special Committee for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this document.

 

1

NOTICE REGARDING CERTAIN INDIAN TAXATION CONSIDERATIONS

Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares should note that the transaction contemplated herein may have tax consequences in India. Such Indian tax considerations could potentially have important implications for Cash-Out Shareholders, Beneficial Cash-Out Shareholders and holders of Depositary Receipts in respect of Cash-Out Shares who are not Indian tax resident.

A summary of certain important Indian tax considerations of the implementation of the Scheme for certain Cash-Out Shareholders and Beneficial Cash-Out Shareholders is set out in Part V (Certain Indian Tax Considerations) of this document.

Such Indian tax considerations could potentially have important implications for Cash-Out Shareholders and Beneficial Cash-Out Shareholders who are not Indian tax resident, which may include deductions or withholdings on account of Indian tax being made from the Consideration payable to Cash-Out Shareholders and Beneficial Cash-Out Shareholders, as well as for Cash-out Shareholders and beneficial Cash-Out Shareholders who are Indian tax resident.

Accordingly, all Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares are advised to carefully review and consider the summary set out in Part V (Certain Indian Tax Considerations) and, where there is any uncertainty, to discuss with an appropriate independent professional adviser immediately.

In particular, Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are not tax resident in India shall:

 

(1)

if applicable, complete the Indian Tax Self-Declaration contained in Part XIII (Indian Tax Self-Declaration) of this document, in accordance with the instructions set out in Part XIII (Indian Tax Self-Declaration) of this document and either (i) return it by post (properly insured) or (ii) submit it via a designated online portal to the Purchaser or an agent designated by the Purchaser, in each case by no later than the Indian Tax Self-Declaration Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) 15 Business Days prior to the date of the Court Hearing; and

 

(2)

notify the Company in writing if any of their Scheme Shares are held through a custodian account in India. Absent such notification, such Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares are deemed to have confirmed that none of their Cash-Out Shares are held through a custodian account in India.

The summary of Indian tax considerations set out in Part V (Certain Indian Tax Considerations) does not constitute tax advice and does not purport to be a full analysis of all potential Indian tax consequences of the Acquisition. Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of India are strongly advised to contact an appropriate independent professional adviser immediately.

 

2

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This document includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations, financial condition or prospects and therefore are, or may be deemed to be, “forward looking statements”. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “seeks”, “projects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this document and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the business of the ReNew Group, the Purchaser or the Consortium, the Scheme and the Acquisition. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. All statements, other than historical facts, including statements regarding the anticipated benefits of the Acquisition and the expected time of effectiveness of the Acquisition, are forward-looking statements.

The forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: (1) the Acquisition is subject to the satisfaction or waiver of certain conditions, including the receipt of requisite approvals by ReNew Shareholders and Scheme Shareholders, the sanction of the Scheme by the Court and the receipt of requisite regulatory approvals and clearances, which conditions may not be satisfied or waived; (2) uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; (3) the risk that the Acquisition disrupts ReNew’s current operations or affects its ability to retain or recruit key employees; (4) the possible diversion of management time on Acquisition-related issues; (5) the risk of shareholder or other litigation relating to the Acquisition; (6) unexpected costs, charges or expenses resulting from the Acquisition; and (7) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition. A further list and description of risks, uncertainties, and other matters can be found in ReNew’s annual report on Form 20-F for the fiscal year ended 31 March 2026, and in subsequent reports on Form 6-K, in each case including in the sections thereof captioned “Cautionary Note Regarding Forward-Looking Statements” and “Item 3.D. Risk factors”.

Should one or more of these risks or uncertainties materialise, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. Neither ReNew, the Purchaser, nor the Consortium will undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this document or elsewhere might not occur. Investors are cautioned that forward-looking statements are not guarantees of future performance.

The forward-looking statements made in this document are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by ReNew on its website or otherwise. Neither ReNew, the Purchaser nor the Consortium undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made other than to the extent required by applicable law.

 

3

To the extent that any of the periodic reports incorporated by reference in this document contain references to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 with respect to forward-looking statements, ReNew notes that these safe harbour provisions do not apply to any forward-looking statements ReNew makes in connection with the going-private transaction described in this document.

INFORMATION FOR OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document in jurisdictions other than the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or the United States or who are subject to the laws of another jurisdiction to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, or to elect for the Rollover, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This document has been prepared for the purpose of complying with English law and U.S. securities law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and the United States. It is the responsibility of all Overseas Shareholders to satisfy themselves as to their full compliance with the laws of the relevant jurisdiction, including obtaining any governmental, exchange control or other consents which may be required and their compliance with any other necessary formalities which are required to be observed and the payment of any transfer or other taxes due in such jurisdiction. If you are in any doubt regarding such matters, you should consult an independent professional adviser in the relevant jurisdiction without delay.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Acquisition in their particular circumstances.

Copies of this document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of an Offer, the Offer may not (unless otherwise permitted by applicable law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

NOTICE TO UNITED STATES RENEW SHAREHOLDERS

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under Part 26 of the Act. The Acquisition is to be implemented by way of a scheme of arrangement.

 

4

It may be difficult for U.S. ReNew Shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, because ReNew is located outside of the U.S., and some of its officers and directors are residents of countries outside of the U.S. ReNew Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the U.S. tender offer rules and proxy solicitation rules under the Exchange Act. If, in the future, the members of the Consortium (with the prior written consent of ReNew, in accordance with the Transaction Agreement) elect to implement the Acquisition by way of an Offer and determine to extend the Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations, including any applicable exemptions under the Exchange Act.

Certain financial information relating to ReNew that is included in this document has been or will have been prepared in accordance with IFRS and may not therefore be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with GAAP.

U.S. ReNew Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain ReNew Shareholders is set out in paragraph 10 of Part VII (Additional Information) of this document. U.S. ReNew Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

U.K. TAKEOVER CODE DOES NOT APPLY

Neither ReNew nor the Acquisition is subject to the requirements of the U.K. Takeover Code or the jurisdiction of the U.K. Panel on Takeovers and Mergers. Therefore, no dealing disclosures are required to be made under Rule 8 of the U.K. Takeover Code by ReNew Shareholders or any member of the Consortium.

PUBLICATION ON WEBSITE

A copy of this document, together with all information incorporated into this document by reference to another source, will be made available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any Restricted Jurisdiction or resident in any jurisdiction where the extension or availability of the Acquisition would breach any applicable law, on ReNew’s website, at https://investor.renew.com on the date following publication of this document. For the avoidance of doubt, neither the contents of such website nor the contents of any website accessible from hyperlinks on such website (or any other websites referred to in this document) are incorporated into, or form part of, this document.

PRESENTATION OF CURRENCIES

Unless otherwise indicated, all references to “£”, “GBP”, “Pounds Sterling”, “pence” or “p” are to the lawful currency of the United Kingdom, all references to “$”, “USD”, “US$”, “United States dollars”, “cents” or “U.S. dollars” are to the lawful currency of the United States and all references to “INR” are to the lawful currency of India.

 

5

ROUNDING

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetical aggregation of the figures that precede them.

Date

This document is published on    .

 

6

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Event		Time/date(1)
Service Record Time		(Eastern Standard Time) on
Publication of this document
Scheme Voting Record Time		5.30 p.m. (Eastern Standard Time) on    (2)
Deadline for holders to Depositary Receipts to give voting directions in relation to ReNew Shares underlying their Depositary Receipts		11.59 p.m. (Eastern Standard Time) on
Deadline for beneficial owners of ReNew Shares held in uncertificated form within the systems of DTC to give voting directions in relation to their ReNew Shares		(UK time) on
Latest time for lodging Forms of Proxy for use at the Court Meeting (Form of Proxy labelled “Court Meeting Proxy Form”)		(UK time) on    (3)
Latest time for lodging Forms of Proxy for use at the General Meeting (Form of Proxy labelled “General Meeting Proxy Form”)		(UK time) on    (4)
Court Meeting		(UK time) on
General Meeting		(UK time) on    (5)

The expected date of the Court Hearing and each of the other expected dates and times set out below are indicative only and will depend, amongst other things, on the date on which the conditions to the Scheme and the Acquisition are satisfied or, if capable of waiver, waived, and noting that no less than 80 calendar days will elapse between the date of this document and the Court Hearing. They are accordingly presented as indicative only, are based on current expectations, are subject to change and are referable to the date on which those conditions are satisfied or waived (as the case may be). Further details of the conditions are set out in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.

ReNew will give notice of each of the dates and times below to ReNew Shareholders, when known, by issuing an announcement through GlobeNewswire or another national news wire service and by making such announcement available on ReNew’s website at https://investor.renew.com. Further updates or changes to other times or dates indicated below shall be notified in the same manner.

 

Indian Tax Self-Declaration Return Time		5.30 p.m. (Eastern Standard Time) on D-15 Business Days
Election Return Time		5.30 p.m. (Eastern Standard Time) on D-10 Business Days(6)
Court Hearing		D
Last day of trading in ReNew Shares on Nasdaq		D+1 Business Day
Scheme Record Time		5.30 p.m. (Eastern Standard Time) on D+1 Business Day
Effective Date of the Scheme		D+2 Business Days(7)
Suspension of trading in ReNew Shares on Nasdaq		by 8.00 a.m. (Eastern Standard Time) on D+2 Business Days(7)
Cancellation of listing of ReNew Shares on Nasdaq		D+11 days
Payment of Consideration due under the Scheme (for Scheme Shares in certificated form)		as soon as practicable after the later of (i) the Effective Date and (ii) the Paying Agent having received a completed Part II (Letter of Transmittal) of the Combined Form of Election and (if applicable) the share certificate(s) or Depositary Receipt(s) (or, where any of these are missing, the delivery of the affidavit and settlement of related payments)
Payment of Consideration due under the Scheme (for Scheme Shares in uncertificated form)		as soon as practicable after the Effective Date
Long Stop Date		31 March 2027(8)

 

7

The Court Meeting and the General Meeting will each be held at    , at     (UK time) and     (UK time), respectively, on    .

 

(1)

These times and dates are indicative only and will depend, amongst other things, on the dates upon which: (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies. ReNew will give notice of any change(s) by issuing an announcement through GlobeNewswire or other national news wire service and by making such announcement available on ReNew’s website at https://investor.renew.com.

 

(2)	If either of the Meetings is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 5.30 p.m. (Eastern Standard Time) on the date falling five Scheme Business Days before the date set for the adjourned meeting.

 

(3)

It is requested that Forms of Proxy labelled “Court Meeting Proxy Form” for the Court Meeting be lodged not later than     (UK time) on     or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a Scheme Business Day) before the time appointed for the holding of the adjourned meeting. However, Forms of Proxy labelled “Court Meeting Proxy Form” not so lodged may be handed to the Chairman of the Court Meeting, before the start of the Court Meeting.

 

(4)

Forms of Proxy labelled “General Meeting Proxy Form” for the General Meeting must be lodged not later than     (UK time) on     in order to be valid or, if the General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a Scheme Business Day) before the time appointed for the holding of the adjourned meeting. Forms of Proxy labelled “General Meeting Proxy Form” received after this time will not be valid.

 

(5)	The General Meeting to commence at     (UK time) or, if later, immediately after the conclusion or adjournment of the Court Meeting.

 

(6)	There will be a minimum of 80 calendar days from the date of this document to the Election Return Time.

 

(7)	These dates depend, amongst other things, on the date upon which the Court sanctions the Scheme and the date upon which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies.

 

(8)	This date may be extended to such date as ReNew and CPP Investments may agree and the Court (if required) may allow.

Unless otherwise stated, all references in this timetable to “Business Days” are to Scheme Business Days.

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

TO VOTE ON THE PROPOSALS

The Court Meeting and the General Meeting will be held at     on     at     (UK time) and     (UK time), respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned). Scheme Shareholders as at the Service Record Time have been given notice of the Court Meeting and ReNew Shareholders as at the Service Record Time have been given notice of the General Meeting. In respect of the General Meeting, you are entitled to one vote for each ReNew Share that you hold as at the Scheme Voting Record Time. In respect of the Court Meeting, you are entitled to one vote for each Scheme Share that you hold as at the Scheme Voting Record Time. As at the Latest Practicable Date, there were     Class A Ordinary Shares issued and outstanding.

Whether or not you plan to attend the Meetings:

 

•

if you are a Scheme Shareholder, please complete and return the Form of Proxy labelled “Court Meeting Proxy Form” (for the Court Meeting); and

 

•

if you are a ReNew Shareholder, please complete and return the Form of Proxy labelled “General Meeting Proxy Form” (for the General Meeting),

so that they are received no later than     (UK time) on     (in the case of the Form of Proxy labelled “Court Meeting Proxy Form” for the Court Meeting) or     (UK time) on     (in the case of the Form of Proxy labelled “General Meeting Proxy Form” for the General Meeting). A return envelope is provided for this purpose in the UK only. Your vote will be cast as specified on the applicable Form of Proxy.

Alternatively, Forms of Proxy labelled “Court Meeting Proxy Form” (but NOT Forms of Proxy labelled “General Meeting Proxy Form”) may be handed to the Chairman of the Court Meeting before the start of the Court Meeting. In the case of the General Meeting, unless the Form of Proxy labelled “General Meeting Proxy Form” is returned by the time and date mentioned in the instructions printed thereon, it will be invalid.

The valid completion and return of the Forms of Proxy will not prevent eligible ReNew Shareholders from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting, or any adjournment thereof, in person, if you are entitled to and wish to do so. Your vote in person at the Court Meeting or the General Meeting will override and invalidate any Form of Proxy that has been validly returned.

ReNew Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through www.ProxyVote.com. Further details in relation to electronic appointment of proxies are set out on page 39 of this document.

Holders of Depositary Receipts will receive instructions from Broadridge on how to give directions about the voting of the underlying ReNew Shares. If you hold Depositary Receipts, you must follow these instructions in order for your ReNew Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than 11.59 p.m. (EST time) on    . Following receipt of the directions, such directions will be passed on by the registered holder of the ReNew Shares underlying the Depositary Receipts to ReNew’s agent, which will be deemed to constitute an instruction to vote the applicable ReNew Shares in accordance with the directions of the holders of the Depositary Receipts. Since holders of Depositary Receipts are not Scheme Shareholders or ReNew Shareholders registered in the register of members, holders of Depositary Receipts may not vote at the General Meeting and the Court Meeting, in each case unless you request and obtain a legal appointment as proxy from Computershare. If Broadridge does not receive valid voting directions from a holder of Depositary Receipts by the applicable deadline referred to above, the ReNew Shares underlying that holder’s Depositary Receipts will not be voted at the relevant Meeting, and no proxy will be given to vote them on a discretionary basis.

 

29

There are certain ReNew Shares that are held within the systems of DTC. Beneficial owners of ReNew Shares whose interests in such ReNew Shares are held in the name of a broker, bank or other nominee within the systems of DTC will receive voting instructions from Broadridge or their broker, bank or nominee for the Court Meeting and/or General Meeting. If you are such a beneficial owner, you must follow these instructions in order for your Scheme Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than     (UK time) on     (in the case of the Court Meeting) or     (UK time) on     (in the case of the General Meeting). Any voting direction submitted to ReNew or its agent by such beneficial owner (or on their behalf) in accordance with these instructions will be deemed to constitute an instruction to vote the applicable Scheme Shares and/or ReNew Shares in accordance with the directions of such beneficial owner. Since beneficial owners are not Scheme Shareholders or ReNew Shareholders registered in the register of members, if you are a beneficial owner of Scheme Shares you may not vote at the Court Meeting, and if you are a beneficial owner of ReNew Shares you may not vote at the General Meeting, in each case unless you request and obtain a legal appointment as proxy from your broker, bank or other nominee.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO SIGN THE FORMS OF PROXY AND RETURN THEM BY POST USING THE RETURN ENVELOPE PROVIDED, DURING NORMAL BUSINESS HOURS ONLY, TO BROADRIDGE AT 51 MERCEDES WAY, EDGEWOOD, NY11717 (OR TRANSMIT A PROXY APPOINTMENT AND VOTING INSTRUCTION ONLINE VIA BROADRIDGE’S ONLINE FACILITY OR THROUGH THE ELECTRONIC PROXY APPOINTMENT SERVICE), AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY BROADRIDGE PRIOR TO THE DEADLINES SET OUT ABOVE, OR IN THE CASE OF AN ADJOURNED MEETING, NOT LESS THAN 48 HOURS (EXCLUDING ANY PART OF A DAY THAT IS NOT A SCHEME BUSINESS DAY) PRIOR TO THE TIME AND DATE SET FOR THE ADJOURNED MEETING (AS APPLICABLE).

IF YOU ARE A RENEW SHAREHOLDER, YOUR ATTENTION IS DRAWN TO THE REGIME FOR THE APPOINTMENT OF PROXIES SET OUT IN THE NOTES TO THE FORMS OF PROXY AND THE NOTES SET OUT IN THE NOTICE OF THE GENERAL MEETING AND (IN THE CASE OF A RENEW SHAREHOLDER WHO IS ALSO A SCHEME SHAREHOLDER) THE NOTICE OF THE COURT MEETING, INCLUDING IN RESPECT OF THE APPOINTMENT OF MULTIPLE PROXIES.

This page should be read in conjunction with the section entitled “ACTIONS TO BE TAKEN / GENERAL INFORMATION” on pages 32 to 36 of this document and the section entitled “FORMS OF PROXY FOR VOTING AT THE COURT MEETING AND GENERAL MEETING” on pages 37 to 40 of this document, the rest of this document and the accompanying Forms of Proxy.

 

30

Helplines

If you have any queries relating to this document or the completion and return of the Forms of Proxy, please call the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

If Computershare, or your broker, bank or other nominee holds your ReNew Shares, you may also call them for additional information.

Proposals

At the Court Meeting you will be asked to approve the Scheme, with or subject to any modification, addition or condition which ReNew and CPP Investments may agree and which the Court may approve or impose, pursuant to which the Scheme Shares will be acquired by the Purchaser.

At the General Meeting you will be asked to approve (i) the Scheme Resolution to give the ReNew Directors the authority to take all necessary actions to carry the Scheme into effect, and to amend the Articles, with effect from the passing of the resolution, to ensure that any ReNew Shares issued after the Scheme Record Time (other than to any member of the Consortium and/or any of their nominees) will be subject to the Scheme or otherwise transferred to the Purchaser (or its nominees), and (ii) the Reorganisation Resolution to amend the Articles, with effect from the Effective Date, to ensure that (X) the rights of the Class C Ordinary Shares are varied such that the Class C Ordinary Shares will have the same, or substantially equivalent, rights to the Class A Ordinary Shares; and (Y) any right to appoint, elect, remove or replace (or to vote for the appointment, election, removal or replacement of) the directors of the Company vests in one or more named entities appointed by each of CPP Investments and each other shareholder in the Company having director appointment rights in accordance with the terms of the Shareholders’ Agreement.

You will also be asked to approve (i) the Additional Capital Resolution to authorise the issuance of Class A Ordinary Shares up to an aggregate nominal amount of USD     in connection with (A) the funding by the Purchaser to the Company of the costs in relation to the cash settlement of Awards exercised or settled between receipt of the Court Order and the Scheme Record Time as set out in further detail in paragraph 14 (ReNew Equity Awards) of Part III (Explanatory Statement) of this document and (B) the Additional Capital Raise, (ii) the Pre-emption Resolution to disapply pre-emption rights in relation to the issuance of Class A Ordinary Shares pursuant to the Additional Capital Resolution, and (iii) the Re-registration Resolution to re-register the Company as a private limited company under the relevant provisions of the Act, to take effect following the Effective Date and the completion of the delisting of the ReNew Shares from Nasdaq.

Recommendation and Voting by the Special Committee

For the reasons set out in this document, the Special Committee, which has consulted with its legal and financial advisers regarding the terms of the Cash Offer, considers the terms of the Cash Offer to be fair and reasonable.

The Special Committee believes that the terms of the Cash Offer, including the terms of the Transaction Agreement, are fair and reasonable, and unanimously recommends that you vote in favour of the Scheme at the Court Meeting and the Scheme Resolution to be proposed at the General Meeting.

For the reasons set out in this document, the Special Committee believes that it is important that ReNew Shareholders have the opportunity to vote on the Scheme and the Scheme Resolution.

 

31

ACTIONS TO BE TAKEN / GENERAL INFORMATION

A summary of the principal actions to be taken in connection with the Scheme is set out in the section entitled “Summary of Actions to be taken” on pages 48 to 51 of this document. The summary is provided for convenience only and does not replace, and should be read in conjunction with, the detailed instructions set out in this section.

The Scheme requires approval at a meeting of the Scheme Shareholders convened with the permission of the Court (known as the Court Meeting) and at the General Meeting. The Court Meeting and the General Meeting will be held at     on     at     (UK time) and     (UK time), respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has been concluded or adjourned).

Please check you have received the following with this document:

 

•

a Form of Proxy labelled “Court Meeting Proxy Form” for use in respect of the Court Meeting on    ;

 

•

a Form of Proxy labelled “General Meeting Proxy Form” for use in respect of the General Meeting on    ; and

 

•

a return envelope.

If you have not received these documents, please call the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

Scheme Shareholders who hold their Scheme Shares in certificated form (including DTC Withdrawal Scheme Shareholders) will receive a Combined Form of Election from Computershare separately.

Scheme Shareholders are asked to complete and return the Forms of Proxy (or appoint a proxy electronically or online as referred to in this document) in accordance with the instructions printed thereon as soon as possible, but in any event prior to the applicable deadlines set out in those Forms of Proxy.

Holders of Depositary Receipts will receive instructions from Broadridge on how to give directions about the voting of the underlying ReNew Shares. If you hold Depositary Receipts, you must follow these instructions in order for your ReNew Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than 11.59 p.m. (EST time) on    . Following receipt of the directions, such directions will be passed on by the registered holder of the ReNew Shares underlying the Depositary Receipts to ReNew’s agent, which will be deemed to constitute an instruction to vote the applicable ReNew Shares in accordance with the directions of the holders of the Depositary Receipts. Since holders of Depositary Receipts are not Scheme Shareholders or ReNew Shareholders registered in the register of members, holders of Depositary Receipts may not vote at the General Meeting and the Court Meeting, in each case unless you request and obtain a legal appointment as proxy from Computershare. If Broadridge does not receive valid voting directions from a holder of Depositary Receipts by the applicable deadline referred to above, the ReNew Shares underlying that holder’s Depositary Receipts will not be voted at the relevant Meeting, and no proxy will be given to vote them on a discretionary basis.

 

32

There are certain ReNew Shares that are held within the systems of DTC. Beneficial owners of ReNew Shares whose interests in such ReNew Shares are held in the name of a broker, bank or other nominee within the systems of DTC will receive voting instructions from Broadridge or their broker, bank or nominee for the Court Meeting and/or General Meeting. If you are such a beneficial owner, you must follow these instructions in order for your Scheme Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than     (UK time) on     (in the case of the Court Meeting) or     (UK time) on     (in the case of the General Meeting). Any voting direction submitted to ReNew or its agent by such beneficial owner (or on their behalf) in accordance with these instructions will be deemed to constitute an instruction to vote the applicable Scheme Shares and/or ReNew Shares in accordance with the directions of such beneficial owner. Since beneficial owners are not Scheme Shareholders or ReNew Shareholders registered in the register of members, if you are a beneficial owner of Scheme Shares you may not vote at the Court Meeting, and if you are a beneficial owner of ReNew Shares you may not vote at the General Meeting, in each case unless you request and obtain a legal appointment as proxy from your broker, bank or other nominee.

Shareholder Proposals

Under English law, except as provided below, there is no general right for a shareholder of a UK public limited company to put items on the agenda of a general meeting (save for the annual general meeting) that has been convened by directors. English law provides that shareholders holding not less than five per cent. of ReNew’s paid-up share capital carrying voting rights may requisition the ReNew Board to convene a general meeting and may require resolutions to be put before a general meeting they have convened.

If the Scheme does not become Effective, ReNew Shareholders will be entitled to attend and participate in ReNew’s next (and subsequent) annual general meeting. Under the Act, ReNew is required to hold its 2027 annual general meeting by no later than 30 September 2027. If any such annual general meeting is held, shareholder proposals will be eligible for consideration for inclusion in the form of proxy for such annual general meeting in accordance with the Articles.

In addition to the Act, shareholders representing at least five per cent. of the total voting rights of all shareholders who have a right to vote at the 2027 annual general meeting of ReNew can require ReNew to give ReNew Shareholders notice of a resolution which may be and is intended to be moved at the 2027 annual general meeting of ReNew unless (a) the resolution would, if passed, be ineffective (whether by reason of inconsistency with any enactment or ReNew’s Articles or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request, made by the requisite number of ReNew Shareholders, must be received by ReNew not later than six weeks before the annual general meeting.

EXERCISE YOUR RIGHT TO VOTE

IF YOU ARE A SCHEME SHAREHOLDER, A RENEW SHAREHOLDER OR A BENEFICIAL OWNER, RENEW STRONGLY ENCOURAGES YOU TO EXERCISE YOUR RIGHT TO VOTE OR GIVE INSTRUCTIONS TO THE RELEVANT REGISTERED OWNER TO VOTE IN PERSON OR BY PROXY AT THE COURT MEETING AND AT THE GENERAL MEETING.

IF YOU ARE A REGISTERED OWNER HOLDING RENEW SHARES ON BEHALF OF BENEFICIAL OWNERS, WE SHOULD BE GRATEFUL IF YOU WOULD INFORM THE RELEVANT BENEFICIAL OWNERS ABOUT THE IMPORTANCE OF EXERCISING THEIR VOTE.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, ATTORNEY, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT PROFESSIONAL ADVISER WHO, IF YOU ARE TAKING ADVICE IN THE UNITED KINGDOM, IS AUTHORISED PURSUANT TO THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR, IF YOU ARE IN A TERRITORY OUTSIDE THE UNITED KINGDOM, IS AN APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

 

33

Part I (Rollover Election) of the Combined Form of Election

As explained in more detail in the sections entitled “Summary – The Rollover” on pages 9 to 10 and “Summary of the terms of the Rollover” in paragraph 5 of Part III (Explanatory Statement) of this document, as an alternative to the Cash Offer, eligible Scheme Shareholders may elect for the Rollover, pursuant to which they would continue to hold their Rollover Shares. Eligible Scheme Shareholders will only be able to elect for the Rollover in relation to their entire holding of Scheme Shares and not part only. However, due to the operation of the Cutback and the Maximum U.S. Rollover Percentage, as explained in paragraph 5 of Part III (Explanatory Statement) of this document, it is possible that some or all of the Scheme Shares elected by an eligible Scheme Shareholder for the Rollover will become Cash-Out Shares and such Scheme Shareholder will receive the Consideration in respect of such Cash-Out Shares instead.

If you are eligible and wish to elect for the Rollover in respect of your Scheme Shares, you must complete Part I (Rollover Election) of the Combined Form of Election, which will be separately mailed to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011 or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) ten Business Days prior to the date of the Court Hearing. The instructions set out in Part I (Rollover Election) of the Combined Form of Election constitute part of the terms of the Scheme.

If you do not return or submit a Combined Form of Election with a completed Part I (Rollover Election) by the Election Return Time, you will receive Consideration in cash for all the Scheme Shares that you hold at the Scheme Record Time. If you wish to receive cash for all the Scheme Shares that you hold at the Scheme Record Time, you are not required to complete Part I (Rollover Election) of the Combined Form of Election.

Only Scheme Shareholders (other than Scheme Shareholders resident in India), who are holders of Scheme Shares in the register of members of the Company, are eligible to make an Election. Any person who becomes a Scheme Shareholder after the Election Return Time will not be eligible to elect for the Rollover and their Scheme Shares will be treated as Cash-Out Shares.

Beneficial owners of Scheme Shares held in uncertificated form within the systems of DTC are NOT eligible to make an Election and will receive the Consideration for all of their Scheme Shares. If you are a beneficial owner of Scheme Shares held in uncertificated form within the systems of DTC and you wish to make an Election, you must first procure the withdrawal of all such Scheme Shares from DTC and be entered as a registered holder (other than as a holder in uncertificated form) in the register of members of the Company. To effect such withdrawal, you must notify your broker, bank or other nominee who holds your Scheme Shares of your intention, and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

If you are a holder of Depositary Receipts and you wish to make an Election, you must first procure that the Scheme Shares represented by your Depositary Receipts are registered by reference to a separate designation in the register of members of the Company. To effect such re-registration, you must notify the Company and Computershare of your intention, and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

 

34

The Company is unable to assure beneficial owners of Scheme Shares or holders of Depositary Receipts how long it will take to complete (i) the withdrawal of Scheme Shares from DTC and re-registration of the beneficial owners as registered holders or (ii) the re-registration of Scheme Shares represented by Depositary Receipts by reference to a separate designation, as this will depend on factors outside the Company’s control, including the cooperation of third parties such as the relevant broker, bank or other nominee and DTC. Beneficial owners of Scheme Shares and holders of Depositary Receipts who wish to make an Election are therefore strongly recommended to act as soon as possible and, in any event, sufficiently in advance of the Election Return Time to allow any required withdrawal and/or re-registration to be completed in time. Detailed instructions are set out on pages 41 to 44 (Notes on making an Election) of this document. Please note that you will have a minimum of 80 calendar days from the publication of this document to complete the required withdrawal and/or re-registration and, following that, complete and return or submit your Combined Form of Election.

The Rollover involves significant risks and uncertainties and may not be suitable for all Scheme Shareholders. Please refer to the section entitled “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement) for a description of the risks relating to the Rollover. Scheme Shareholders should consider whether the Rollover is a suitable alternative in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover.

Part II (Letter of Transmittal) of the Combined Form of Election

Scheme Shareholders who hold their Scheme Shares in certificated form (including DTC Withdrawal Scheme Shareholders) must complete Part II (Letter of Transmittal) of the Combined Form of Election, which will be separately mailed to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011, or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document, and (b) ten Business Days prior to the date of the Court Hearing. The requirement above applies whether or not a Scheme Shareholder has completed Part I (Rollover Election) of the Combined Form of Election.

Cash-Out Shareholders who hold their Cash-Out Shares in certificated form (other than DTC Withdrawal Scheme Shareholders who (x) have elected for the Rollover but whose Elections have not been satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme and (y) do not, as at the Scheme Record Time, hold any share certificate(s) in respect of their Cash-Out Shares) must return all share certificates representing their Cash-Out Shares by post (properly insured) to the Paying Agent at    . Holders of Depositary Receipts representing Cash-Out Shares must similarly return all such Depositary Receipts by post (properly insured) to the Paying Agent at    . If any such share certificate(s) or Depositary Receipt(s) are found to be missing, the relevant holder must instead deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee as required by the Paying Agent. All such returns (or, where applicable, the delivery of the affidavit and settlement of related payments) must be made as soon as reasonably practicable after the Scheme Record Time, in order to receive the Consideration to which the relevant holder is entitled under the Scheme. The Purchaser will procure the payment by the Paying Agent of the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) in respect of the Cash-Out Shares in certificated form to the relevant Cash-Out Shareholders as soon as practicable and in any event within 14 days after the later of (i) the Effective Date and (ii) the Paying Agent having received a completed Part II (Letter of Transmittal) of the Combined Form of Election and (if applicable) the share certificate(s) or Depositary Receipt(s) (or, where any of these are missing, the delivery of the affidavit and settlement of related payments).

 

35

CASH-OUT SHAREHOLDERS WHO HOLD THEIR CASH-OUT SHARES IN CERTIFICATED FORM WILL NOT RECEIVE THE CONSIDERATION TO WHICH THEY ARE ENTITLED UNDER THE SCHEME UNLESS AND UNTIL THEY HAVE COMPLIED WITH THE REQUIREMENTS SET OUT ABOVE.

Scheme Shareholders whose Scheme Shares are held in uncertificated form within the systems of DTC are not required to complete Part II (Letter of Transmittal) of the Combined Form of Election. The Purchaser will procure the payment by the Paying Agent of the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) in respect of such Cash-Out Shares to DTC or its nominee as soon as practicable and in any event by no later than 14 days after the Effective Date.

Detailed instructions are set out on pages 45 to 46 (Notes on completing Part II (Letter of Transmittal) of the Combined Form of Election) of this document.

If you have any queries relating to this document or the completion and return of the Forms of Proxy or the Combined Form of Election, please call the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

If Computershare, or your broker, bank or other nominee holds your ReNew Shares, you may also call them for additional information.

INDIAN TAX SELF-DECLARATION

Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are Non-Small Shareholders must complete the Indian Tax Self-Declaration contained in Part XIII (Indian Tax Self-Declaration) of this document in accordance with the instructions set out in Part XIII (Indian Tax Self-Declaration) and either (i) return it by post (properly insured) or (ii) submit it via a designated online portal to the Purchaser or an agent designated by the Purchaser, in each case by no later than the Indian Tax Self-Declaration Return Time, being 5.30 p.m. (EST) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) 15 Business Days prior to the date of the Court Hearing.

Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are NOT Non-Small Shareholders are not required to complete the Indian Tax Self-Declaration.

Please refer to Part XIII (Indian Tax Self-Declaration) for a copy of the Indian Tax Self-Declaration.

 

36

FORMS OF PROXY FOR VOTING AT THE COURT MEETING

AND GENERAL MEETING

It is important that, at the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Therefore, whether or not you plan to attend the Meetings, please complete and sign both the enclosed Forms of Proxy (one labelled “Court Meeting Proxy Form” and one labelled “General Meeting Proxy Form”), or deliver your voting instructions by one of the other methods mentioned below, as soon as possible. Your vote will be cast as specified on the applicable Form of Proxy.

Sending Forms of Proxy by post

Scheme Shareholders will find enclosed with this document a Form of Proxy labelled “Court Meeting Proxy Form” for use in connection with the Court Meeting, and ReNew Shareholders will find enclosed with this document a Form of Proxy labelled “General Meeting Proxy Form” for use in connection with the General Meeting. Please complete and sign the enclosed Forms of Proxy in accordance with the instructions printed thereon and return them by post using the return envelope provided to Broadridge at 51 Mercedes Way, Edgewood, NY11717, so as to be received as soon as possible and in any event not later than:

 

•

in the case of Forms of Proxy labelled “Court Meeting Proxy Form” for the Court Meeting     (UK time) on    ; and

 

•

in the case of Forms of Proxy labelled “General Meeting Proxy Form” for the General Meeting     (UK time) on    ,

or, in the case of either meeting being adjourned, not later than 48 hours (excluding any part of a day that is not a Scheme Business Day) before the time fixed for the holding of the adjourned meeting. A return envelope is provided for this purpose in the UK only, Forms of Proxy returned by fax will not be accepted. This will enable your votes to be counted at the Meetings in the event of your absence.

If the Form of Proxy labelled “Court Meeting Proxy Form” for use at the Court Meeting is not returned by such time, it may be handed to the Chairman of the Court Meeting before the start of that meeting. However, in the case of the General Meeting, the Form of Proxy labelled “General Meeting Proxy Form” must be received by the time mentioned above, or it will be invalid.

Proxy appointment

Scheme Shareholders entitled to attend and vote at the Court Meeting and ReNew Shareholders entitled to attend and vote at the General Meeting may appoint a proxy to attend and to speak and vote in his/her place.

ReNew Shareholders are entitled to appoint a proxy in respect of some or all of their ReNew Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different ReNew Share or ReNew Shares held by such ReNew Shareholder. A proxy need not be a member of ReNew.

Please note that the appointment of a proxy or proxies is separate for each of the Court Meeting and the General Meeting.

To be valid, Forms of Proxy must be executed by or on behalf of the ReNew Shareholder or, if you are a corporate entity, under the hand of a duly authorised officer or attorney.

 

37

If two or more valid, but differing, appointments of proxy are delivered or received in respect of the same ReNew Share, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that ReNew Share. If ReNew is unable to determine which instrument was last validly delivered or received, none of them shall be treated as valid in respect of that ReNew Share.

The completion and return of the Forms of Proxy, or the appointment of a proxy electronically or via telephone (in accordance with the procedures set out below), will not prevent Scheme Shareholders from attending and voting in person at the Court Meeting and ReNew Shareholders from attending and voting in person at the General Meeting, or any adjournment thereof, if you wish and are entitled to do so. Any Scheme Shareholder voting in person at the Court Meeting or the General Meeting will override and invalidate any Form of Proxy that has been validly returned by said Scheme Shareholder.

Beneficial owners who hold their ReNew Shares in the name of a broker, bank or other nominee within the systems of DTC should follow the voting instructions provided by Broadridge or their broker, bank or nominee to ensure that their Scheme Shares or ReNew Shares (as applicable) are represented at the Court Meeting and the General Meeting. Holders of Depositary Receipts should follow the voting instructions provided by Broadridge to ensure that the ReNew Shares or Scheme Shares represented by their Depositary Receipts (as applicable) are represented at the Court Meeting and the General Meeting.

Revocability of proxies

Any person submitting a Form of Proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a ReNew Shareholder of record, you may revoke your proxy at any time before the vote is taken at the Court Meeting or the General Meeting, as applicable, by:

 

•

submitting a new Form of Proxy with a later date, by using the telephone or electronic proxy submission procedures described herein, or by completing, signing, dating and returning a new Form of Proxy by mail to Broadridge at 51 Mercedes Way, Edgewood, NY11717;

 

•

attending the Court Meeting and/or the General Meeting and voting in person; or

 

•

delivering a written notice of revocation by mail to Broadridge at 51 Mercedes Way, Edgewood, NY11717.

Please note, however, that only your last validly delivered or received proxy will count (regardless of its date or of the date of its execution). Attending the Court Meeting or the General Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your ReNew Shares indirectly through a broker, bank or other nominee or hold Depositary Receipts, you will need to follow the instructions provided to you by Broadridge or your broker, bank or nominee in order to revoke or submit new voting instructions.

Effect of abstentions and broker non-votes

An abstention occurs when a shareholder abstains from voting (either in person or by proxy) on one or more of the proposals. Broker non-votes occur when a broker, bank, trust or other nominee returns a proxy but does not have authority to vote on a particular proposal.

In connection with the Court Meeting, abstentions and broker non-votes will not be considered votes cast and will therefore not have any effect on the outcome of the vote at the Court Meeting.

 

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In connection with the General Meeting, shareholders who may validly count towards quorum will be considered in determining the presence of a quorum irrespective of their abstention or broker non-vote. However, abstentions and broker non-votes are not considered votes cast and therefore will not have any effect on the outcome of the vote for the purposes of determining whether the Resolutions have been approved.

Multiple proxy voting instructions

ReNew Shareholders who wish to appoint more than one proxy in respect of their shareholding should photocopy the Form of Proxy. You should also indicate by ticking the box provided if the proxy is one of multiple instructions being given, fill in the name of the proxy and the number of ReNew Shares in respect of which the proxy is appointed and return the multiple forms together (please ensure that all of the multiple Forms of Proxy in respect of one registered holding are sent in the same envelope if possible) by the time and date mentioned above.

Online and telephone appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, Forms of Proxy may be submitted electronically by logging on to the following website: www.ProxyVote.com and following the instructions there, or via telephone (from within the United States) on 1-800-454-8683. For an electronic or telephone proxy appointment to be valid, the appointment must be made by no later than:

 

•

(UK time) on     in the case of the General Meeting; and

 

•

(UK time) on     in the case of the Court Meeting,

or, in the case of either meeting being adjourned, no later than 48 hours (excluding any part of a day that is not a Scheme Business Day) before the time fixed for the holding of the adjourned meeting. In order to access the voting system, ReNew Shareholders will need their 16-digit control number found on their Form of Proxy.

In the case of the Court Meeting only, if you have not appointed a proxy electronically or via telephone by such time you may complete the Form of Proxy labelled “Court Meeting Proxy Form” and hand it to the Chairman of the Court Meeting, before the start of that meeting.

Further information about proxies and voting

Further information in relation to the appointment of proxies for and voting at the Meetings is set out in paragraph 27 of Part III (Explanatory Statement) of this document, in the notice of Court Meeting set out in this document under the section entitled “Notice of Court Meeting”, in the notes to the notice of the General Meeting set out in this document under the section entitled “Notice of General Meeting”, and in the instructions printed on the Forms of Proxy.

Holders of Depositary Receipts will receive instructions from Broadridge on how to give directions about the voting of the underlying ReNew Shares. If you hold Depositary Receipts, you must follow these instructions in order for your ReNew Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than 11.59 p.m. (EST time) on    . Following receipt of the directions, such directions will be passed on by the registered holder of the ReNew Shares underlying the Depositary Receipts to ReNew’s agent, which will be deemed to constitute an instruction to vote the applicable ReNew Shares in accordance with the directions of the holders of the Depositary Receipts. Since holders of Depositary Receipts are not Scheme Shareholders or ReNew Shareholders registered in the register of members, holders of Depositary Receipts may not vote at the General Meeting and the Court Meeting, in each case unless you request and obtain a legal appointment as proxy from Computershare. If Broadridge does not receive valid voting directions from a holder of Depositary Receipts by the applicable deadline referred to above, the ReNew Shares underlying that holder’s Depositary Receipts will not be voted at the relevant Meeting, and no proxy will be given to vote them on a discretionary basis.

 

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There are certain ReNew Shares that are held within the systems of DTC. Beneficial owners of ReNew Shares whose interests in such ReNew Shares are held in the name of a broker, bank or other nominee within the systems of DTC will receive voting instructions from Broadridge or their broker, bank or nominee for the Court Meeting and/or General Meeting. If you are such a beneficial owner, you must follow these instructions in order for your Scheme Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than     (UK time) on     (in the case of the Court Meeting) or     (UK time) on     (in the case of the General Meeting). Any voting direction submitted to ReNew or its agent by such beneficial owner (or on their behalf) in accordance with these instructions will be deemed to constitute an instruction to vote the applicable Scheme Shares and/or ReNew Shares in accordance with the directions of such beneficial owner. Since beneficial owners are not Scheme Shareholders or ReNew Shareholders registered in the register of members, if you are a beneficial owner of Scheme Shares you may not vote at the Court Meeting, and if you are a beneficial owner of ReNew Shares you may not vote at the General Meeting, in each case unless you request and obtain a legal appointment as proxy from your broker, bank or other nominee.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme at the Court Meeting and/or who did not vote to approve the Scheme Resolution or who voted against the Scheme Resolution at the General Meeting.

No “appraisal” rights

No ReNew Shareholders will have “appraisal” or “dissenters” rights or otherwise have any right to seek an appraisal of the ReNew Shares. Participants should refer to paragraph 21 of Part III (Explanatory Statement) of this document for further information.

ReNew Share Plans

Participants in the ReNew Share Plans should refer to paragraph 14 of Part III (Explanatory Statement) of this document for information relating to the effect of the Acquisition on their rights under the ReNew Share Plans.

 

40

NOTES ON MAKING AN ELECTION

Making an Election

If you are eligible and wish to elect for the Rollover, you must complete Part I (Rollover Election) of the Combined Form of Election, which will be separately mailed to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011 or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) ten Business Days prior to the date of the Court Hearing. The instructions set out in Part I (Rollover Election) of the Combined Form of Election constitute part of the terms of the Scheme.

Scheme Shareholders who do not wish to elect for the Rollover do not need to complete Part I (Rollover Election) of the Combined Form of Election.

Beneficial owners of Scheme Shares held in uncertificated form within the systems of DTC are NOT eligible to make an Election and will receive the Consideration for all of their Scheme Shares. If you are a beneficial owner of Scheme Shares held in uncertificated form within the systems of DTC and you wish to make an Election, you must first procure the withdrawal of all such Scheme Shares from DTC and be entered as a registered holder (other than as a holder in uncertificated form) in the register of members of the Company. To effect such withdrawal, you must notify your broker, bank or other nominee who holds your Scheme Shares of your intention, and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

If you are a holder of Depositary Receipts and you wish to make an Election, you must first procure that the Scheme Shares represented by your Depositary Receipts are registered by reference to a separate designation in the register of members of the Company. To effect such re-registration, you must notify the Company and Computershare of your intention, and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

THE COMPANY IS UNABLE TO ASSURE BENEFICIAL OWNERS OF SCHEME SHARES OR HOLDERS OF DEPOSITARY RECEIPTS HOW LONG IT WILL TAKE TO COMPLETE (I) THE WITHDRAWAL OF SCHEME SHARES FROM DTC AND RE-REGISTRATION OF THE BENEFICIAL OWNERS AS REGISTERED HOLDERS OR (II) THE RE-REGISTRATION OF SCHEME SHARES REPRESENTED BY DEPOSITARY RECEIPTS BY REFERENCE TO A SEPARATE DESIGNATION, AS THIS WILL DEPEND ON FACTORS OUTSIDE THE COMPANY’S CONTROL, INCLUDING THE COOPERATION OF THIRD PARTIES SUCH AS THE RELEVANT BROKER, BANK OR OTHER NOMINEE AND DTC. BENEFICIAL OWNERS OF SCHEME SHARES AND HOLDERS OF DEPOSITARY RECEIPTS WHO WISH TO MAKE AN ELECTION ARE THEREFORE STRONGLY RECOMMENDED TO ACT AS SOON AS POSSIBLE AND, IN ANY EVENT, SUFFICIENTLY IN ADVANCE OF THE ELECTION RETURN TIME TO ALLOW ANY REQUIRED WITHDRAWAL AND/OR RE-REGISTRATION TO BE COMPLETED IN TIME.

PLEASE NOTE THAT YOU WILL HAVE A MINIMUM OF 80 CALENDAR DAYS FROM THE PUBLICATION OF THIS DOCUMENT TO COMPLETE THE REQUIRED WITHDRAWAL AND/OR RE-REGISTRATION AND, FOLLOWING THAT, COMPLETE AND RETURN OR SUBMIT YOUR COMBINED FORM OF ELECTION.

 

41

If you wish to receive the Consideration for all the Scheme Shares that you hold at the Scheme Record Time and do not wish to make an Election for the Rollover, do not complete Part I (Rollover Election) of the Combined Form of Election.

If you wish to make an Election for the Rollover, you must be an eligible Scheme Shareholder and the Election must be in respect of all of the Scheme Shares held by you as at the Scheme Record Time. You cannot elect for the Rollover in respect of some but not all of your Scheme Shares. However, due to the operation of the Cutback and the Maximum U.S. Rollover Percentage, as explained in paragraph 5 of Part III (Explanatory Statement) of this document, it is possible that some or all of the Scheme Shares elected by an eligible Scheme Shareholder for the Rollover will become Cash-Out Shares and such Scheme Shareholder will receive the Consideration in respect of such Cash-Out Shares instead.

Overseas Scheme Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

The Special Committee does not give any advice to Scheme Shareholders as to whether they should elect for the Rollover.

However, the Special Committee notes that the Rollover involves significant risks and uncertainties and may not be suitable for all Scheme Shareholders. Please refer to the section entitled “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement) for a description of the risks relating to the Rollover.

Scheme Shareholders should consider whether the Rollover is a suitable alternative in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover.

If you have not received or need more copies of the Combined Form of Election, or have any queries relating to the completion and return of the Combined Form of Election, please call the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

The ReNew Shareholder helpline cannot provide advice on the merits of the Rollover nor give any financial, legal or tax advice.

Other provisions relating to the Rollover

For the Rollover, eligible Scheme Shareholders may elect, in respect of all (but not some only) of their Scheme Shares, to retain their Scheme Shares, which will continue to be held by such Scheme Shareholders following the Effective Time, in lieu of such Scheme Shareholders transferring their Scheme Shares to the Purchaser and receiving the Consideration.

Eligible Scheme Shareholders will only be able to elect for the Rollover in relation to their entire holding of Scheme Shares and not part only. However, due to the operation of the Cutback and the Maximum U.S. Rollover Percentage, as explained in paragraph 5 of Part III (Explanatory Statement) of this document, it is possible that some or all of the Scheme Shares elected by an eligible Scheme Shareholder for the Rollover will become Cash-Out Shares and such Scheme Shareholder will receive the Consideration in respect of such Cash-Out Shares instead. If a Scheme Shareholder has elected for the Rollover, then the validity of the Election shall not be affected by any alteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the Scheme Record Time and, accordingly, the Election shall, subject to the provisions below, apply in respect of all of the Scheme Shares which the Scheme Shareholder holds immediately prior to the Scheme Record Time.

 

42

Elections made by Scheme Shareholders for the Rollover shall not affect the entitlements of Scheme Shareholders who do not make any such Election.

The Rollover is subject to the following provisions:

 

•

Scheme Shareholders who are resident in India are not eligible to participate in the Rollover and any Elections from such Scheme Shareholders to participate in the Rollover shall be null and void and the Scheme Shares held by such Scheme Shareholders shall be deemed Cash-Out Shares for the purposes of the Scheme.

 

•

If, following the receipt of valid elections for the Rollover from Scheme Shareholders, the total number of shareholders of the Company (as determined in accordance with the Indian Companies Act 2013) immediately following the Scheme becoming Effective would be expected to exceed 200, then any Scheme Shareholder who (i) has validly delivered an Election for the Rollover and (ii) holds fewer ReNew Shares than the Cutback Threshold, shall be deemed not to have validly elected for the Rollover and all of such Scheme Shareholder’s Scheme Shares shall be Cash-Out Shares for the purposes of the Scheme and such Scheme Shareholder shall be a Cash-Out Shareholder for the purposes of the Scheme.

 

•

If, following the Cutback, the aggregate number of Scheme Shares held or beneficially owned (as applicable) by U.S. Rollover Shareholders would be expected to represent more than the Maximum U.S. Rollover Percentage, the number of Scheme Shares held or beneficially owned (as applicable) by each U.S. Rollover Shareholder subject to the Rollover shall be reduced on a pro rata basis (calculated by reference to each U.S. Rollover Shareholder’s total holding or beneficial ownership (as applicable) of Scheme Shares as a proportion of the aggregate total of Scheme Shares held or beneficially owned (as applicable) by all U.S. Rollover Shareholders) to the minimum extent necessary to ensure that the aggregate Rollover Shares held or beneficially owned (as applicable) by all U.S. Rollover Shareholders do not exceed the Maximum U.S. Rollover Percentage. All Scheme Shares held or beneficially owned (as applicable) by a U.S. Rollover Shareholder to the extent subject to a reduction as a result of this provision shall cease to be Rollover Shares and shall instead be Cash-Out Shares for the purposes of the Scheme.

None of the Company, the Purchaser and the Consortium shall be liable to any Scheme Shareholder in respect of any adjustment, decision or determination made in connection with the Rollover in accordance with the foregoing provisions.

Please refer to the sections entitled “Summary – The Rollover” on pages 9 to 10 and the “Summary of the terms of the Rollover” in paragraph 5 of Part III (Explanatory Statement) for further details of the Rollover.

General

Eligible Scheme Shareholders that successfully elect for the Rollover will not transfer their Scheme Shares after the Scheme Record Time and will not be entitled to receive Consideration.

No Election for the Rollover will be valid unless a completed Part I (Rollover Election) of the Combined Form of Election is received by the Election Return Time. Any person who becomes a Scheme Shareholder after the Election Return Time will not be eligible to elect for the Rollover and their Scheme Shares will be treated as Cash-Out Shares.

If a completed Part I (Rollover Election) of the Combined Form of Election is received by Computershare after the Election Return Time, or if a Part I (Rollover Election) of the Combined Form of Election is received by Computershare before such time but is not, or is deemed not to be, valid or complete in all respects at such time, then such Election shall be void unless and to the extent that the Company and CPP Investments, in their absolute discretion, elect to treat as valid in whole or in part any such Election.

 

43

Upon execution and delivery or, if via the online portal, submission by a Scheme Shareholder of a valid Part I (Rollover Election) of the Combined Form of Election, such Scheme Shareholder shall be bound by the terms and provisions contained in Part I (Rollover Election) of the Combined Form of Election and by the terms and provisions contained in this section entitled “Notes on making an Election” of this document.

A Part I (Rollover Election) of the Combined Form of Election duly completed and delivered or, if via the online portal, submitted in accordance with the instructions set out in this document may be withdrawn by notice to Computershare in writing to be received before the Election Return Time.

If a Scheme Shareholder delivers or submits more than one Part I (Rollover Election) of the Combined Form of Election in respect of their Scheme Shares, in the case of an inconsistency between such Parts I (Rollover Election) of the Combined Forms of Election, the last Part I (Rollover Election) of the Combined Form of Election which is delivered by the Election Return Time shall prevail over any earlier Part I (Rollover Election) of the Combined Form of Election. The delivery time for a Part I (Rollover Election) of the Combined Form of Election shall be determined on the basis of which the relevant Combined Form of Election is last sent or, if Computershare is unable to determine which is last sent, is last received. Combined Forms of Election which are sent in the same envelope shall be treated for these purposes as having been sent and received at the same time, and, in the case of an inconsistency between such Parts I (Rollover Election) of the relevant Combined Forms of Election, none of them shall be treated as valid (unless the Company and CPP Investments otherwise determine in their absolute discretion).

Without prejudice to any other provision of this document or the Combined Form of Election, the Company and CPP Investments reserve the right in their absolute discretion to treat as valid in whole or in part any Election for the Rollover which is not entirely in order.

No acknowledgements of receipt of any Combined Form of Election or other documents will be given. All communications, notices, other documents and remittances to be delivered by or to or sent to or from holders of Scheme Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Scheme Shares (or their designated agent(s)) at their risk.

The Combined Form of Election and all elections thereunder or pursuant thereto and all contracts made pursuant thereto and actions taken or made or deemed to be taken or made under any of the terms of this section, and the relationship between a Scheme Shareholder, the Company and the Purchaser, shall be governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise in relation to all matters arising out of or in connection with the creation, validity, effect, interpretation or performance of the legal relationships established by the Election for the Rollover, or otherwise arising in connection with the Scheme and such Election. For such purposes, each Scheme Shareholder who submits a Combined Form of Election irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

Neither the Company, the Consortium, nor any of their respective advisers or any person acting on behalf of either of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of Elections under the Scheme on any of the bases set out in this section or otherwise in connection therewith.

If the Scheme does not become effective in accordance with its terms, any Election made shall cease to be valid.

 

44

NOTES ON COMPLETING PART II (LETTER OF TRANSMITTAL) OF THE COMBINED FORM OF ELECTION

Completion and Return of Part II (Letter of Transmittal) of the Combined Form of Election

Scheme Shareholders who hold their Scheme Shares in certificated form (including DTC Withdrawal Scheme Shareholders) must complete Part II (Letter of Transmittal) of the Combined Form of Election, which will be separately mailed to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011, or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) ten Business Days prior to the date of the Court Hearing, in order to receive the Consideration.

The requirement above applies whether or not a Scheme Shareholder has completed Part I (Rollover Election) of the Combined Form of Election.

Cash-Out Shareholders who hold their Cash-Out Shares in certificated form (other than DTC Withdrawal Scheme Shareholders who (x) have elected for the Rollover but whose Elections have not been satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme and (y) do not, as at the Scheme Record Time, hold any share certificate(s) in respect of their Cash-Out Shares) must return all share certificates representing their Cash-Out Shares by post (properly insured) to the Paying Agent at    . Holders of Depositary Receipts representing Cash-Out Shares must similarly return all such Depositary Receipts by post (properly insured) to the Paying Agent at    . If any such share certificate(s) or Depositary Receipt(s) are found to be missing, the relevant holder must instead deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee as required by the Paying Agent. All such returns (or, where applicable, the delivery of the affidavit and settlement of related payments) must be made as soon as reasonably practicable after the Scheme Record Time, in order to receive the Consideration to which the relevant holder is entitled under the Scheme. The Purchaser will procure the payment by the Paying Agent of the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) in respect of the Cash-Out Shares in certificated form to the relevant Cash-Out Shareholders as soon as practicable and in any event within 14 days after the later of (i) the Effective Date and (ii) the Paying Agent having received a completed Part II (Letter of Transmittal) of the Combined Form of Election and (if applicable) the share certificate(s) or Depositary Receipt(s) (or, where any of these are missing, the delivery of the affidavit and settlement of related payments), as further described in the section entitled “Settlement” in paragraph 20 of Part III (Explanatory Statement).

CASH-OUT SHAREHOLDERS WHO HOLD THEIR CASH-OUT SHARES IN CERTIFICATED FORM WILL NOT RECEIVE THE CONSIDERATION TO WHICH THEY ARE ENTITLED UNDER THE SCHEME UNLESS AND UNTIL THEY HAVE COMPLIED WITH THE REQUIREMENTS SET OUT ABOVE.

Scheme Shareholders whose Scheme Shares are held in uncertificated form within the systems of DTC are not required to complete Part II (Letter of Transmittal) of the Combined Form of Election. The Purchaser will procure the payment by the Paying Agent of the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) in respect of such Cash-Out Shares to DTC or its nominee as soon as practicable and in any event by no later than 14 days after the Effective Date.

 

45

Payments shall be made by way of cheque, provided that a Cash-Out Shareholder who has (i) completed and submitted Part II (Letter of Transmittal) of the Combined Form of Election electronically through the online portal and (ii) elected to receive the Consideration by way of wire transfer shall instead receive payment by wire transfer of immediately available funds. Payments made by way of wire transfer pursuant to this provision shall be made net of the applicable wire transfer fee, being USD 100 for wire transfers within the United States and USD 200 for wire transfers outside the United States.

Cash-Out Shareholders who are unable to encash the cheque sent to them should notify the Paying Agent at     and provide any information required by the Paying Agent. In such cases, payments will be made by the Paying Agent to the relevant Cash-Out Shareholders by way of wire transfer of immediately available funds, net of the applicable wire transfer fee.

If by the date falling six months after the Effective Date, any Cash-Out Shareholder who holds Cash-Out Shares in certificated form has not returned or submitted the Combined Form of Election or (if applicable) the relevant share certificate(s) or Depositary Receipt(s) (or, if any such share certificate(s) or Depositary Receipt(s) are found to be missing, an affidavit of lost securities and settlement of the relevant surety bond premium and any relevant processing fee), or otherwise claimed the Consideration in respect of any Cash-Out Shares, the Consideration due to such Cash-Out Shareholders under the Scheme shall be remitted to the Purchaser to be held on behalf of such Cash-Out Shareholders for a period of 12 years from the Effective Date. None of ReNew, the Purchaser, the Consortium, any of their nominee(s) or any of their respective agents shall be responsible for any loss or delay in the transmission of cheques sent in this way, and such cheques shall be sent entirely at the risk of the person entitled thereto.

Other Provisions

No acknowledgements of receipt of any Combined Form of Election, share certificate or Depositary Receipt (or, if applicable, affidavit) will be given. All communications, notices, other documents and remittances to be delivered by or to or sent to or from holders of Cash-Out Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sent to or from such holders of Cash-Out Shares (or their designated agent(s)) at their risk. You are encouraged to send your Combined Form of Election together with your share certificates and/or Depositary Receipts by a secure means (properly insured).

Helpline

If you have not received or need more copies of the Combined Form of Election or have any queries relating to the completion and return of the Combined Form of Election, please call the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

 

46

NOTES ON COMPLETING INDIAN TAX SELF-DECLARATION

Completion and Return of Indian Tax Self-Declaration

Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are Non-Small Shareholders must complete the Indian Tax Self-Declaration contained in Part XIII (Indian Tax Self-Declaration) of this document in accordance with the instructions set out in Part XIII (Indian Tax Self-Declaration) and either (i) return it by post (properly insured) or (ii) submit it via a designated online portal to the Purchaser or an agent designated by the Purchaser, in each case by no later than the Indian Tax Self-Declaration Return Time, being 5.30 p.m. (EST) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) 15 Business Days prior to the date of the Court Hearing.

Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are NOT Non-Small Shareholders are not required to complete the Indian Tax Self-Declaration.

Please refer to Part XIII (Indian Tax Self-Declaration) for a copy of the Indian Tax Self-Declaration.

Further details as to the Indian tax implications of the Scheme are set out on Part V (Certain Indian Tax Considerations). Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are in any doubt about their taxation position are strongly advised to contact an appropriate independent professional adviser immediately.

 

47

SUMMARY OF ACTIONS TO BE TAKEN

The diagrams set out below provide, for convenience only, a summary of the principal actions to be taken in order to (i) vote on the proposals at the Court Meeting and the General Meeting, (ii) make an Election for the Rollover and (iii) receive the Consideration payable under the Scheme.

The diagrams do not replace, and should be read in conjunction with, the detailed instructions set out in the section entitled “ACTIONS TO BE TAKEN / GENERAL INFORMATION” on pages 32 to 36 of this document and in paragraph 25 (Actions to be taken) of Part III (Explanatory Statement) on pages 117 to 153 of this document.

This summary of actions to be taken applies to holders of, and beneficial owners of interests in, ReNew Shares only. It does not apply to holders of outstanding Options, PSUs or RSUs under the ReNew Share Plans. The treatment of Awards on the Scheme becoming Effective (including the settlement of any such Awards) is described in the section entitled “ReNew Equity Awards” in paragraph 14 of Part III (Explanatory Statement) of this document. Award holders will be contacted separately with details of the arrangements applicable to them. Award holders who also hold ReNew Shares in their personal capacity should follow the actions in this summary in respect of those ReNew Shares. This summary of actions addresses the actions to be taken in relation to an Indian Tax Self-Declaration, if applicable.

 

48

1. IF YOU ARE A REGISTERED HOLDER OF SCHEME SHARES

 

VOTING
Complete and return forms of proxy accompanying this document not later than 48 business hours before each of the Court Meeting and General Meeting. You may also attend and vote in person.
ELECTION FOR THE ROLLOVER
YES: I want to elect for Rollover
Complete Part I (Rollover Election) of the Combined Form of Election you will receive from Computershare separately by no later than the Election Return Time
NO: I want cash only
No need to complete Part I (Rollover Election) of the Combined Form of Election
You will receive cash for all of your Scheme Shares
SETTLEMENT OF CONSIDERATION
Whether or not you completed Part I (Rollover Election), (i) complete Part II (Letter of Transmittal) of the Combined Form of Election by no later than the Election Return Time and (ii) if you are a Non-Small Shareholder, complete the Indian Tax Self-Declaration by no later than the Indian Tax Self-Declaration Return Time
If you (i) did not elect for the Rollover or (ii) elected for the Rollover but your Election is not satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme, return your share certificates representing Cash-Out Shares to the Paying Agent as soon as reasonably practicable after the Scheme Record Time (or, if your share certificates are missing, deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee)
Consideration paid by cheque (subject to any deductions or withholdings in respect of Tax required by applicable law) if you returned your Part II (Letter of Transmittal) by post
Consideration paid by wire transfer (net of wire transfer fees and subject to any deductions or withholdings in respect of Tax required by applicable law) if you submitted your Part II (Letter of Transmittal) electronically, or if you are unable to encash the cheque sent to you

 

49

2. IF YOU ARE A HOLDER OF DEPOSITARY RECEIPTS

 

VOTING
Follow the voting instructions received from Broadridge to give voting directions by no later than    .
ELECTION FOR THE ROLLOVER
YES: I want to elect for Rollover
Notify the Company and Computershare AS SOON AS POSSIBLE of your intention to have Scheme Shares represented by your Depositary Receipts registered by reference to a separate designation in the register of members of the Company
Execute any requisite documentation and pay any requisite processing fees, as instructed by the Company and Computershare
Once re-registration is effected, instruct Computershare to complete Part I (Rollover Election) of the Combined Form of Election on your behalf by no later than the Election Return Time
NO: I want cash only
No need to complete Part I (Rollover Election) of the Combined Form of Election
Computershare will receive cash for all of the Scheme Shares represented by your Depositary Receipts on your behalf
SETTLEMENT OF CONSIDERATION
Whether or not you instructed Computershare to make an Election, (i) complete Part II (Letter of Transmittal) of the Combined Form of Election by no later than the Election Return Time and (ii) if you are a Non-Small Shareholder, complete the Indian Tax Self-Declaration by no later than the Indian Tax Self-Declaration Return Time
If you (i) did not elect for the Rollover or (ii) elected for the Rollover but your Election is not satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme, return your Depositary Receipts representing Cash-Out Shares to the Paying Agent as soon as reasonably practicable after the Scheme Record Time (or, if your Depositary Receipts are missing, deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee)
Consideration paid by cheque (subject to any deductions or withholdings in respect of Tax required by applicable law) if you returned your Part II (Letter of Transmittal) by post
Consideration paid by wire transfer (net of wire transfer fees) and subject to any deductions or withholdings in respect of Tax required by applicable law) if you submitted your Part II (Letter of Transmittal) electronically, or if you are unable to encash the cheque sent to you
30 Note to Draft: Subject to Deloitte review with respect to the timing of the Indian Tax Self-Declaration.

 

50

3. IF YOU ARE A BENEFICIAL OWNER OF SCHEME SHARES IN UNCERTIFICATED FORM

 

VOTING
Follow the voting instructions received from Broadridge or your broker, bank or nominee to give voting directions by no later than    .
ELECTION FOR THE ROLLOVER
Note: DTC beneficial owners are NOT eligible to make an Election and will receive the Consideration in cash for all Scheme Shares, unless you first withdraw from DTC
YES: I want to elect for Rollover
You must withdraw all of your shares from DTC.
Notify your broker, bank or other nominee AS SOON AS POSSIBLE of your intention to withdraw from DTC. Execute any requisite documentation and pay any requisite processing fees
Once you are entered as a registered holder in the register of members of the Company, you will receive a Combined Form of Election from Computershare. Complete Part I (Rollover Election) of the Combined Form of Election by no later than the Election Return Time
NO: I want cash only
No need to do anything
You will receive cash for all of the Scheme Shares you beneficially owned
SETTLEMENT OF CONSIDERATION
Did you withdraw your Scheme Shares from DTC?
Yes
Whether or not you completed Part I (Rollover Election), (i) complete Part II (Letter of Transmittal) of the Combined Form of Election by no later than the Election Return Time and (ii) if you are a Non-Small Shareholder, complete the Indian Tax Self-Declaration by no later than the Indian Tax Self-Declaration Return Time
If you elected for the Rollover but your Election is not satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme:
•If you have not received any share certificates, then no need to take further action
•If you have received share certificates, return the share certificates to the Paying Agent as soon as reasonably practicable after the Scheme Record Time (or, if your share certificates are missing, deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee)
No
If you are a Non-Small Shareholder, complete the Indian Tax Self-Declaration by no later than the Indian Tax Self-Declaration Return Time. If you are not a Non-Small Shareholder, no actions needed.
The Purchaser will procure the payment of the Consideration by the Paying Agent to DTC within 14 days of the Effective Date (for onward distribution to you (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) through your broker, bank or other nominee)
Consideration paid by cheque (subject to any deductions or withholdings in respect of Tax required by applicable law) if you returned your Part II (Letter of Transmittal) by post
Consideration paid by wire transfer (net of wire transfer fees and subject to any deductions or withholdings in respect of Tax required by applicable law) if you submitted your Part II (Letter of Transmittal) electronically, or if you are unable to encash the cheque sent to you

31	to Draft: Subject to Deloitte review with respect to the timing of the Indian Tax Self-Declaration.

32	to Draft: Subject to Deloitte review with respect to the timing of the Indian Tax Self-Declaration.

 

51

CONTENTS

 

		Page
SUMMARY			9
QUESTIONS AND ANSWERS ABOUT THE MEETINGS AND THE ACQUISITION			53
PART I LETTER FROM THE SPECIAL COMMITTEE OF RENEW ENERGY GLOBAL PLC			69
PART II US SPECIAL FACTORS			76
PART III EXPLANATORY STATEMENT			117
PART IV CONDITIONS TO AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION			154
PART V CERTAIN INDIAN TAX CONSIDERATIONS			164
PART VI FINANCIAL INFORMATION			171
PART VII ADDITIONAL INFORMATION			172
PART VIII SOURCES OF INFORMATION AND BASIS OF CALCULATION			190
PART IX DEFINITIONS			191
PART X THE SCHEME OF ARRANGEMENT			209
PART XI NOTICE OF COURT MEETING			225
PART XII NOTICE OF GENERAL MEETING			229
PART XIII INDIAN TAX SELF-DECLARATION			241
ANNEXURE 1 – DECLARATION OF STATUS FOR INDIAN INCOME TAX PURPOSES			242
ANNEXURE 2 – ASSOCIATED ENTERPRISES (SECTION 162 OF THE IT ACT)			244
ANNEX A – TRANSACTION AGREEMENT			A-1
ANNEX B – OPINION OF ROTHSCHILD & CO			B-1
ANNEX C – DIRECTORS, OFFICERS AND CONTROL PERSONS OF EACH FILING PERSON			C-1
ANNEX D – SHAREHOLDERS’ AGREEMENT			D-1
ANNEX E – REORGANISATION WRAPPER DEED			E-1
ANNEX F – REORGANISATION STRUCTURE PAPER			F-1
ANNEX G – NEW CEO SERVICE AGREEMENT			G-1

 

52

QUESTIONS AND ANSWERS ABOUT THE MEETINGS AND THE ACQUISITION

The following questions and answers address briefly some questions you may have regarding the Meetings and the proposals to be voted on at the Meetings. These questions and answers may not address all of the questions that may be important to you as a ReNew Shareholder. Please refer to the more detailed information contained elsewhere in this document, the annexes to this document and the documents referred to or incorporated by reference in this document, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled “Availability of Information” in paragraph 11 of Part II (US Special Factors).

 

Q:

Why am I receiving this document?

 

A:

On 11 August 2026, ReNew and the Consortium entered into the Transaction Agreement, which provides, amongst other things, for the acquisition by the Purchaser of all of the Cash-Out Shares of ReNew for USD 7.02 per Cash-Out Share in cash by way of a “scheme of arrangement” under Part 26 of the Act. Eligible Scheme Shareholders may alternatively elect for the Rollover, pursuant to which they may continue to hold their Rollover Shares following the Effective Time in lieu of such Scheme Shareholders transferring their Rollover Shares to the Purchaser and receiving the Consideration.

 

Q:

Who is making the proposal?

 

A:

The Purchaser is Dyuti Private Holdings Inc, a Canadian corporation incorporated under the Canada Business Corporations Act. The Purchaser is currently a wholly-owned subsidiary of CPP Investments.

 

Q:

What is a “scheme of arrangement”?

 

A:

A “scheme of arrangement” is a Court-sanctioned arrangement between a company and its shareholders, which can be used as a transaction structure to effect a “takeover” or “merger” for companies incorporated in the United Kingdom. The Scheme will be binding on all Scheme Shareholders, whether or not they voted in support of the Scheme. For further details on what you will receive if the Scheme becomes Effective, please refer to “What will I receive if the Scheme becomes Effective?” below.

 

Q:

What are “Scheme Shares”, “Scheme Shareholders” and the “Scheme Record Time”?

 

A:

Scheme Shares are ReNew’s Class A Ordinary Shares:

 

•

in issue at the date of this document;

 

•

(if any) issued after the date of this document but before the Scheme Voting Record Time; and

 

•

(if any) issued at or after the Scheme Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,

in each case, excluding any Excluded Shares.

Scheme Shareholder means a holder of one or more Scheme Shares.

Scheme Record Time means 5.30 p.m. (Eastern Standard Time) on the Scheme Business Day immediately after the date upon which the Court makes its order sanctioning the Scheme.

Accordingly, if you are a registered holder of Class A Ordinary Shares (which are not Excluded Shares) and do not sell your Class A Ordinary Shares prior to the Scheme Record Time, your ReNew Shares will be Scheme Shares and you will be a Scheme Shareholder.

 

53

Q:

What will I receive if the Scheme becomes Effective?

 

A:

If the Scheme becomes Effective, then:

 

•

all Cash-Out Shares, even those held by Cash-Out Shareholders who did not vote to approve the Scheme or who voted against the Scheme at the Court Meeting, will be transferred to the Purchaser and/or its nominee(s);

 

•

Rollover Shareholders will continue to hold their Rollover Shares. Please refer to the sections entitled “Summary of the terms of the Rollover” in paragraph 5 and “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement) of this document for further details in relation to the Rollover, including the significant risks and uncertainties relating to it; and

 

•

Cash-Out Shareholders at the Scheme Record Time will receive USD 7.02 in cash for each Cash-Out Share that they hold, subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees.

 

Q:

What will holders of Awards receive if the Transaction is completed?

 

A:

Under the ReNew Share Plans, outstanding Awards (other than those held by Mr. Sumant Sinha) will be treated as follows, conditional on receipt of the Court Order:

 

•

ID Awards, awards held by former employees (including persons who become former employees following the date of the Transaction Agreement) whose Awards have not lapsed upon their departure in accordance with the terms of the ReNew Share Plans and which remain outstanding immediately prior to the Court Order and Non-Resident Awards will immediately vest (to the extent not already vested) and become exercisable upon the Court Order. Any such Award that remains unexercised as of the Scheme Record Time will lapse and terminate on the Effective Date, and the holder will instead receive a cash amount equal to the product of (i) the number of Class A Ordinary Shares underlying such Award multiplied by (ii) the Consideration minus the per share exercise price, less any deductions or withholdings in respect of Tax required by applicable law;

 

•

ITM Awards that have equal to or less than a six-month vesting period remaining as of the Effective Date will immediately vest and, subject to the Exercise Cap and pro rata provisions described in the next bullet, become exercisable upon the Court Order (“Accelerated ITM Awards”);

 

•

Accelerated ITM Awards and any ITM Awards vested prior to the Court Order (together, the “Exercisable ITM Awards”) may be exercised prior to the Scheme Record Time, provided that, as a condition of exercise the holder agrees the combined amount of Exercisable ITM Awards and Non-Resident Awards exercised may not exceed the Exercise Cap. If the number of such Awards elected to be exercised prior to the Scheme Record Time exceeds the Exercise Cap, the number of Exercisable ITM Awards exercised by current employees shall be reduced on a pro rata basis, calculated by reference to each holder’s total holding of Exercisable ITM Awards as a proportion of the aggregate amount of Exercisable ITM Awards held by all such holders (excluding any Exercisable ITM Awards held by former employees, which shall, to the extent reasonably practicable, include any Awards held by a person who becomes a former employee following the date of the Transaction Agreement);

 

•

any Exercisable ITM Awards that remain unexercised or unsettled as of the Scheme Record Time and any ITM Awards with more than six but less than 12 months of vesting remaining as of the Effective Date, will lapse and terminate on the Effective Date, and the holder will instead be granted, within five Business Days following the Effective Date, replacement awards vesting on the 12-month anniversary of the Effective Date, using the Conversion Ratio under the New Incentive Plan, and, subject to the leaver terms set out below, remaining exercisable until 22 August 2031 (or, if the IPO (as defined in the Shareholders’ Agreement) has not taken place by such date, the later of the 12-month anniversary of the IPO and 31 December 2035);

 

•

in each case where a holder is granted a replacement award under the New Incentive Plan (other than a replacement award granted in respect of an Underwater Option), and such holder’s employment ends for any reason other than cause within 12 months of the Effective Date, the holder may elect to either: (i) retain such replacement award which will, after it vests, remain exercisable until 31 December 2035; or (ii) receive a cash payment (payable through payroll and subject to any deductions or withholdings in respect of Tax required by applicable law) in respect of the portion of the replacement award that would have vested on or before the cessation date under the original award’s vesting schedule equal to the number of Class A Ordinary Shares underlying that portion multiplied by the Consideration minus the aggregate per share exercise price attributable to the shares, with the remaining portion of the replacement award continuing to vest and, after it vests, remaining exercisable until 31 December 2035;

 

•

where a holder is granted a replacement award under the New Incentive Plan in respect of an Exercisable ITM Award or any other ITM Award that has been replaced under the New Incentive Plan pursuant to the arrangements described in this paragraph, and such holder ceases to be employed by the Company or any of its Subsidiaries more than 12 months after the Effective Date (other than cessation for cause, meaning fraud or gross misconduct), the holder shall retain the right to exercise any vested replacement awards until 31 December 2035;

 

54

•

Underwater Options will be replaced, within five Business Days following the Effective Date, with replacement awards under the New Incentive Plan using the Conversion Ratio. Such replacement awards will vest on a schedule of 75% on the 12-month, 12.5% on the 18-month and 12.5% on the 24-month anniversaries of the Effective Date, in each case subject to the relevant holder’s continued employment with the Company or any of its Subsidiaries on the applicable vesting date, and any such vested replacement award will remain exercisable until 31 December 2035 (unless such holder’s employment is terminated for cause, meaning fraud or gross misconduct);

 

•

all other Awards will be replaced, within five Business Days following the Effective Date, with replacement awards under the New Incentive Plan on substantially the same vesting terms as the original Award, using the Conversion Ratio, which, to the extent it becomes vested, will remain exercisable until 22 August 2031 (or, if the IPO (as defined in the Shareholders’ Agreement) has not taken place by such date, the later of the 12-month anniversary of the IPO and 31 December 2035), subject to the leaver terms set out above and to any applicable law;

 

•

the exercise price per share of each replacement award shall be set using the USD/INR exchange rate on the Effective Date, except that options granted on 23 August 2021 in exchange for prior group stock options will retain their original INR exercise price; and

 

•

the Consortium and ReNew have agreed that Awards exercised or settled between receipt of the Court Order and the Scheme Record Time will be cash-settled (subject to deduction of the exercise price, where applicable) and paid, and cash amounts payable in respect of Awards that lapse and terminate on or before the Effective Date will be paid, through payroll (subject to statutory withholdings). The cost of any such cash amounts will be funded by CPP Investments or the Purchaser paying such amounts directly to the Company in exchange for the issuance by the Company of additional Class A Ordinary Shares at a price per share equal to the Consideration. See the section entitled “Settlement” in paragraph 20 of Part III (Explanatory Statement).

Mr. Sumant Sinha has agreed that he will not exercise any Awards or his annual liquidity right pursuant to section 6 of the Registration Rights, Coordination and Put Option Agreement dated 23 August 2021, prior to the Effective Date. With effect from the Effective Date, Mr. Sinha’s outstanding Awards under the ReNew Share Plans will lapse and be replaced under the New Incentive Plan:

 

•

ITM Awards will be replaced with equivalent awards subject to equivalent terms, save that any vested replacement awards remain exercisable until 2035;

 

•

Underwater Options will be replaced with equivalent options subject to equivalent terms, save that 50% will vest on the Effective Date and the remaining 50% will vest in four equal half-yearly instalments of 12.5% each, and vested replacement awards over Underwater Options remain exercisable until 2037; and

 

•

existing RSUs or PSUs with a nominal exercise price will be replaced with a number of replacement RSUs or PSUs to be determined in accordance with a calculation method prescribed in the New CEO Service Agreement, subject to equivalent terms, and will remain exercisable until 2035.

 

Q:

What is the Court Meeting?

 

A:

In order for the Scheme to become Effective, the Scheme must be approved by Scheme Shareholders. This approval is obtained at a shareholder meeting convened with the permission of the Court referred to as the “Court Meeting”. The purpose of the Court Meeting is to allow the Court to ascertain whether a sufficient majority of Scheme Shareholders are in favour of the Scheme.

 

55

Q:

When and where is the Court Meeting?

 

A:

The Court Meeting will be held at    , on     at    .

 

Q:

What is the General Meeting?

 

A:

In addition to the approval of the Scheme at the Court Meeting, an additional resolution, referred to as the “Scheme Resolution”, necessary for ReNew to implement the Acquisition is required to be approved at a general meeting of ReNew Shareholders, referred to as the “General Meeting”. Other resolutions will also be proposed at the General Meeting – see “What matters will be voted on at the Meetings?” below.

 

Q:

When and where is the General Meeting?

 

A:

The General Meeting will be held at    , on     at    , or, if later, immediately after the conclusion of the Court Meeting.

 

Q:

Who is entitled to vote at the Court Meeting and the General Meeting?

 

A:

Scheme Shareholders are entitled to vote at the Court Meeting and ReNew Shareholders are entitled to vote at the General Meeting.

If you hold ReNew Shares registered in your own name, you are entitled, subject to compliance with procedures described in this document, to vote either in person or by appointing another person or persons as your proxy or proxies to attend and vote in your stead.

Holders of Depositary Receipts will receive instructions from Broadridge on how to give directions about the voting of the underlying ReNew Shares. If you hold Depositary Receipts, you must follow these instructions in order for your ReNew Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than 11.59 p.m. (EST time) on    . Following receipt of the directions, such directions will be passed on by the registered holder of the ReNew Shares underlying the Depositary Receipts to ReNew’s agent, which will be deemed to constitute an instruction to vote the applicable ReNew Shares in accordance with the directions of the holders of the Depositary Receipts. Since holders of Depositary Receipts are not Scheme Shareholders or ReNew Shareholders registered in the register of members, holders of Depositary Receipts may not vote at the General Meeting and the Court Meeting, in each case unless you request and obtain a legal appointment as proxy from Computershare. If Broadridge does not receive valid voting directions from a holder of Depositary Receipts by the applicable deadline referred to above, the ReNew Shares underlying that holder’s Depositary Receipts will not be voted at the relevant Meeting, and no proxy will be given to vote them on a discretionary basis.

There are certain ReNew Shares that are held within the systems of DTC. Beneficial owners of ReNew Shares whose interests in such ReNew Shares are held in the name of a broker, bank or other nominee within the systems of DTC will receive voting instructions from Broadridge or their broker, bank or nominee for the Court Meeting and/or General Meeting. If you are such a beneficial owner, you must follow these instructions in order for your Scheme Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than     (UK time) on     (in the case of the Court Meeting) or     (UK time) on     (in the case of the General Meeting). Any voting direction submitted to ReNew or its agent by such beneficial owner (or on their behalf) in accordance with these instructions will be deemed to constitute an instruction to vote the applicable Scheme Shares and/or ReNew Shares in accordance with the directions of such beneficial owner. Since beneficial owners are not Scheme Shareholders or ReNew Shareholders registered in the register of members, if you are a beneficial owner of Scheme Shares you may not vote at the Court Meeting, and if you are a beneficial owner of ReNew Shares you may not vote at the General Meeting, in each case unless you request and obtain a legal appointment as proxy from your broker, bank or other nominee.

 

56

Q:

What matters will be voted on at the Meetings?

 

A:

At the Court Meeting, Scheme Shareholders will vote on the approval of the Scheme.

At the General Meeting, ReNew Shareholders will vote on (i) an ordinary resolution to authorise the issuance of Class A Ordinary Shares up to an aggregate nominal amount of USD     in connection with (A) the funding by the Purchaser to the Company of the costs in relation to the cash settlement of Awards exercised or settled between receipt of the Court Order and the Scheme Record Time as set out in further detail in paragraph 14 (ReNew Equity Awards) of Part III (Explanatory Statement) of this document and (B) the Additional Capital Raise (the “Additional Capital Resolution”), (ii) a special resolution to (a) authorise the ReNew Directors to take all necessary actions to carry the Scheme into effect, and (b) amend the Articles, with effect from the passing of the resolution, to ensure that any ReNew Shares issued after the Scheme Record Time (other than to any member of the Consortium and/or any of their nominees) will be subject to the Scheme or otherwise transferred to the Purchaser (or its nominees) (the “Scheme Resolution”), (iii) a special resolution to amend the Articles, with effect from the Effective Date, to ensure that (X) the rights of the Class C Ordinary Shares are varied such that the Class C Ordinary Shares will have the same, or substantially equivalent, rights to the Class A Ordinary Shares; and (Y) any right to appoint, elect, remove or replace (or to vote for the appointment, election, removal or replacement of) the directors of the Company vests in one or more named entities appointed by each of CPP Investments and each other shareholder in the Company having director appointment rights in accordance with the terms of the Shareholders’ Agreement as set out in Annex D to this document (the “Reorganisation Resolution”), (iv) a special resolution to disapply pre-emption rights in relation to the issuance of Class A Ordinary Shares pursuant to the Additional Capital Resolution (the “Pre-emption Resolution”), and (v) a special resolution to re-register the Company as a private limited company under the relevant provisions of the Act (the “Re-registration Resolution”). The Additional Capital Resolution, the Scheme Resolution the Reorganisation Resolution, the Pre-emption Resolution and the Re-registration Resolution are together referred to as the “Resolutions”.

 

Q:

How do I attend the Meetings?

 

A:

If you plan to attend the Court Meeting in person, you will need to provide proof that you own Scheme Shares in order to be admitted to the meeting. If you plan to attend the General Meeting in person, you will need to provide proof that you own ReNew Shares in order to be admitted to the meeting.

If you are a shareholder of record, please be prepared to provide proper photo identification, such as a driver’s licence to enable ReNew to confirm your right to attend and vote. If you are a holder of Depositary Receipts or a beneficial owner of ReNew Shares held in the name of a broker, bank or other nominee within the systems of DTC, you will need to provide proof of ownership, such as a recent account statement provided by Computershare, or your broker, bank or other nominee, or other similar evidence of ownership, along with proper identification and a legal appointment as proxy from Computershare or your broker, bank or other nominee, as applicable.

On arrival at the Court Meeting and the General Meeting venue, all those entitled to vote will be required to register and collect a poll card. In order to facilitate these arrangements, please arrive at the General Meeting venue in good time. You will be given instructions on how to complete your poll card at the Court Meeting or the General Meeting.

 

Q:

What constitutes a quorum for the Meetings?

 

A:

In connection with the Court Meeting, a quorum will be present if at least two Scheme Shareholders entitled to vote as at the Scheme Voting Record Time are present, in person or represented by proxy. There must also be a sufficiently large (in the Court’s judgment) number of Scheme Shares included in the vote to fairly represent the opinion of Scheme Shareholders. Abstentions and broker non-votes will not be considered votes cast and will therefore not be considered in determining the presence of a quorum at the Court Meeting.

In connection with the General Meeting, a quorum will be present if at least two ReNew Shareholders entitled to vote as at the Scheme Voting Record Time are present, in person or represented by proxy. As at the close of business on the Latest Practicable Date, there were     Class A Ordinary Shares issued and outstanding. Abstentions and broker non-votes will be considered in determining the presence of a quorum at the General Meeting.

 

57

Q:

What vote of Scheme Shareholders is required to approve the Scheme?

 

A:

At the Court Meeting, the Scheme will be approved by Scheme Shareholders if both (i) a majority in number of Scheme Shareholders who vote (either in person or by proxy) at the Court Meeting vote in favour of the Scheme, and (ii) Scheme Shares representing at least 75 per cent. in value of the total number of Scheme Shares voted (either in person or by proxy) at the Court Meeting are voted in favour of the Scheme.

In addition to approval by the Scheme Shareholders at the Court Meeting the Scheme Resolution must be approved by ReNew Shareholders representing at least 75 per cent. of the votes cast, either in person or by proxy at the General Meeting.

In addition to approval by the Scheme Shareholders at the Court Meeting and the ReNew Shareholders at the General Meeting, the Scheme will require sanction by the Court. In considering whether to sanction the Scheme, the Court will consider whether there has been a sufficiently large (in the Court’s judgment) number of Scheme Shares included in the vote in favour of the Scheme to fairly represent the opinion of Scheme Shareholders, in addition to whether the required majority (as described above), is obtained.

 

Q:

How does the Special Committee recommend that I vote?

 

A:

The Special Committee unanimously recommends that you vote in favour of the Scheme at the Court Meeting and in favour of the Scheme Resolution at the General Meeting.

 

Q:

How do ReNew Directors and executive officers intend to vote?

 

A:

It is currently expected that all ReNew Directors and ReNew’s executive officers who are Scheme Shareholders and/or ReNew Shareholders (as applicable) and are entitled to vote, will vote their ReNew Shares in favour of the Scheme at the Court Meeting and in favour of the Scheme Resolution at the General Meeting.

As a member of the Consortium, Sumant Sinha will not be a Scheme Shareholder and will not be entitled to vote at the Court Meeting but will be a ReNew Shareholder and therefore will be entitled to vote at the General Meeting.

Any ReNew Directors who are members of the Special Committee and who hold ReNew Shares will be both Scheme Shareholders and ReNew Shareholders and will therefore be entitled to vote at the Meetings.

As of the Latest Practicable Date, members of the Consortium (together with their Affiliates) held     ReNew Shares representing approximately     per cent. of the total voting power in ReNew. The ReNew Shares in which members of the Consortium (and/or their Affiliates) are interested will not form part of the Scheme Shares and, as such, members of the Consortium and their Affiliates will not be permitted to vote such ReNew Shares at the Court Meeting. However, members of the Consortium and their Affiliates will be permitted to vote such ReNew Shares at the General Meeting. Furthermore, the ReNew Shares held by members of the Consortium (and/or their Affiliates) will not be transferred to the Purchaser (and/or its nominees) upon the Scheme becoming Effective and will not entitle members of the Consortium (and/or their Affiliates) to receive any Consideration. The Purchaser will be requested to undertake to the Court that it will be bound by the Scheme.

The Special Committee unanimously recommended that the ReNew Shareholders vote in favour of the Scheme and the other proposals to be considered at the Meetings.

 

58

Q:

Has the Consortium received any irrevocable undertakings to vote in favour of the Scheme?

 

A:

Yes. The Consortium has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from JERA Nex and Platinum Cactus in respect of ReNew Shares representing, in aggregate, approximately 51 per cent. of the voting power of the Scheme Shares and 32 per cent. of the voting power of ReNew Shares as at 18 September 2026. The irrevocable undertakings also include undertakings by each of JERA Nex and Platinum Cactus to elect to participate in the Rollover in respect of all of their respective Scheme Shares. Further details of the irrevocable undertakings are set out in paragraph 5 of Part VII (Additional Information) of this document.

 

Q:

What is the Court Hearing?

 

A:

In addition to the approval of the Scheme by the Scheme Shareholders at the Court Meeting and the ReNew Shareholders at the General Meeting, in order for the Scheme to become Effective, the Court must sanction the Scheme at a hearing. This hearing is referred to as the “Court Hearing.”

 

Q:

When and where is the Court Hearing?

 

A:

Subject to the approval of the Scheme by Scheme Shareholders and the prior satisfaction of the Conditions to completion of the Acquisition, it is expected that the Court Hearing will be held at the Court, during the first quarter of 2027.

 

Q:

What are the conditions to completion of the Transaction?

 

A:

The implementation of the Scheme and the Acquisition is conditional upon the satisfaction (or waiver, if permissible) of the following:

 

•

the Effective Date not occurring prior to 23 August 2026 (which condition has been satisfied);

 

•

approval of the scheme by a majority in number of the Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting that may be required by the Court or at any adjournment of any such meeting;

 

•

the passing of the Scheme Resolution by ReNew Shareholders representing not less than 75 per cent. of the total voting rights of ReNew Shareholders present, entitled to vote and voting, either in person or by proxy, at the General Meeting or at any adjournment of that meeting;

 

•

the sanction of the Scheme by the Court with or without modification (but subject to any non-de minimis modifications being acceptable to ReNew and CPP Investments, acting reasonably and in good faith) and, following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies;

 

•

anti-trust approval and clearance having been obtained in India and foreign direct investment approvals and clearances having been obtained in Belgium and France; and

 

•

no injunction, restraining order or other order or any other legal or regulatory restraint or prohibition having been issued or made by any Governmental Authority of competent jurisdiction or any other person which prevents the consummation of the Acquisition.

 

59

In addition, the Consortium and ReNew have agreed that their obligations to give effect to the Acquisition will be conditional upon the satisfaction (or waiver, if permissible) of the following Conditions:

 

•

The Consortium’s obligation to consummate the Acquisition is conditional upon:

 

•

except as Disclosed (which for this purpose shall not be deemed to be qualified by any facts, matters or circumstances Disclosed in the company supplemental disclosure letter), the accuracy of the warranties made by ReNew in the Transaction Agreement both as at the date of the Transaction Agreement and the date immediately preceding the Court Hearing as though made at that time (except for any such warranties made as at a particular date or period, which warranties must be true and correct only as at that date or period), subject in most cases to either a materiality standard or a Company Material Adverse Effect;

 

•

ReNew not being in material breach of its obligations under the Transaction Agreement that are required to be performed by it at or prior to the date immediately preceding the Court Hearing;

 

•

since the date of the Transaction Agreement, no Effect having occurred that has had, or would be reasonably expected to have, individually or in the aggregate with all other Effects, a Company Material Adverse Effect that is continuing as of the date immediately preceding the Court Hearing;

 

•

the Consortium having received a certificate from an executive officer or director of ReNew as of the date immediately preceding the Court Hearing confirming the satisfaction of the Conditions set forth in the first three bullet points above; and

 

•

ReNew having obtained the written approval of Natixis, Singapore Branch in respect of the Transaction pursuant to the facility letter between the Company and Natixis, Singapore Branch and the general terms and conditions thereunder dated 8 May 2024, with such approval, being unconditional and/or on terms reasonably satisfactory to CPP Investments, or having obtained written confirmation from Natixis, Singapore Branch that their approval is not required in respect of the Transaction (which condition has been satisfied).

 

•

ReNew’s obligation to consummate the Acquisition is conditional upon:

 

•

the accuracy of the warranties made by CPP Investments in the Transaction Agreement both as at the date of the Transaction Agreement and the date immediately preceding the Court Hearing as though made at that time (except for any such warranties made as at a particular date or period, which warranties must be true and correct only as at that date or period), subject to the failure of such warranties to be true and correct not preventing the ability of CPP Investments to consummate the Acquisition;

 

•

CPP Investments not being in material breach of its obligations under this Agreement that are required to be performed by it at or prior to the date immediately preceding the Court Hearing; and

 

•

ReNew having received a certificate from an executive officer or director of CPP Investments as of the date immediately preceding the Court Hearing confirming the satisfaction of the Conditions set forth in the two bullet points above.

 

60

Q:

When is the Acquisition expected to be completed?

 

A:

As at the date of this document, it is expected that the Scheme will become Effective during the first quarter of 2027. However, the Acquisition cannot proceed until all of the Conditions are satisfied or, if capable of waiver, waived at or prior to the Long Stop Date in accordance with their respective terms, including the approval of the Scheme at the Court Meeting and the Scheme Resolution at the General Meeting. The Scheme also requires sanction by the Court. The Scheme is also subject to various regulatory approvals and clearances. It is possible that factors outside the control of ReNew and the Consortium could delay the completion of the Acquisition, or prevent it from being completed at all.

 

Q:

Does the Purchaser have the financial resources to make payment of the Consideration for the Cash-Out Shares?

 

A:

The Purchaser anticipates that it will expend a maximum of approximately USD 625 million, net of fees, to acquire the Cash-Out Shares for USD 7.02 per Cash-Out Share (assuming none of the Scheme Shareholders elect for the Rollover). The Purchaser has, or will have, available to it, funds necessary to satisfy all of the Purchaser’s payment obligations under the Transaction Agreement and resulting from the transactions contemplated thereby, which CPP Investments intends to satisfy from its existing cash resources. The obligations of the Purchaser to consummate the Acquisition are not subject to any financing condition.

 

Q:

What happens if the Acquisition is not completed?

 

A:

If the Scheme is not approved by Scheme Shareholders, or if the Acquisition does not become Effective for any other reason, the Scheme will lapse and the Acquisition will not proceed and Scheme Shareholders will not receive any payment for their Scheme Shares in connection with the Acquisition. Instead, ReNew will remain a public company, and ReNew Shares will continue to be registered under the Exchange Act and will continue to be listed and traded on Nasdaq.

 

Q:

What do I need to do now? How do I vote my ReNew Shares?

 

A:

If you hold Scheme Shares registered in your own name, you are entitled to attend the Court Meeting to vote in person or to appoint another person or persons as your proxy or proxies to attend and vote in your stead, in accordance with the procedures further outlined in this document.

If you hold ReNew Shares registered in your own name, you are entitled to attend the General Meeting to vote in person or to appoint another person or persons as your proxy or proxies to attend and vote in your stead, in accordance with the procedures further outlined in this document.

Holders of Depositary Receipts will receive instructions from Broadridge on how to give directions about the voting of the underlying ReNew Shares. If you hold Depositary Receipts, you must follow these instructions in order for your ReNew Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than 11.59 p.m. (EST time) on    . Following receipt of the directions, such directions will be passed on by the registered holder of the ReNew Shares underlying the Depositary Receipts to ReNew’s agent, which will be deemed to constitute an instruction to vote the applicable ReNew Shares in accordance with the directions of the holders of the Depositary Receipts. Since holders of Depositary Receipts are not Scheme Shareholders or ReNew Shareholders registered in the register of members, holders of Depositary Receipts may not vote at the General Meeting and the Court Meeting, in each case unless you request and obtain a legal appointment as proxy from Computershare. If Broadridge does not receive valid voting directions from a holder of Depositary Receipts by the applicable deadline referred to above, the ReNew Shares underlying that holder’s Depositary Receipts will not be voted at the relevant Meeting, and no proxy will be given to vote them on a discretionary basis.

 

61

There are certain ReNew Shares that are held within the systems of DTC. Beneficial owners of ReNew Shares whose interests in such ReNew Shares are held in the name of a broker, bank or other nominee within the systems of DTC will receive voting instructions from Broadridge or their broker, bank or nominee for the Court Meeting and/or General Meeting. If you are such a beneficial owner, you must follow these instructions in order for your Scheme Shares to be voted. The instructions will also explain how you may revoke any previous directions. In order to be valid, the voting directions must be received no later than     (UK time) on     (in the case of the Court Meeting) or     (UK time) on     (in the case of the General Meeting). Any voting direction submitted to ReNew or its agent by such beneficial owner (or on their behalf) in accordance with these instructions will be deemed to constitute an instruction to vote the applicable Scheme Shares and/or ReNew Shares in accordance with the directions of such beneficial owner. Since beneficial owners are not Scheme Shareholders or ReNew Shareholders registered in the register of members, if you are a beneficial owner of Scheme Shares you may not vote at the Court Meeting, and if you are a beneficial owner of ReNew Shares you may not vote at the General Meeting, in each case unless you request and obtain a legal appointment as proxy from your broker, bank or other nominee.

You are strongly encouraged to sign and return the Form of Proxy labelled “Court Meeting Proxy Form” for the Court Meeting as soon as possible. You are also encouraged to sign and return the Form of Proxy labelled “General Meeting Proxy Form” for the General Meeting at the same time as the Form of Proxy labelled “Court Meeting Proxy Form” for the Court Meeting.

If you are an eligible Scheme Shareholder and you wish to make an Election for the Rollover, you must also return or submit Part I (Rollover Election) of a Combined Form of Election. Detailed instructions are set out on pages 32 to 36 (Actions to be taken) and in pages 41 to 44 (Notes on making an Election) of this document.

If you hold Scheme Shares in certificated form (including Scheme Shares represented by Depositary Receipts), you must also complete Part II (Letter of Transmittal) of the Combined Form of Election and return or submit it by no later than the Election Return Time. Cash-Out Shareholders who hold their Cash-Out Shares in certificated form (other than certain DTC Withdrawal Scheme Shareholders) and holders of Depositary Receipts must also return all share certificates representing their Cash-Out Shares or Depositary Receipt (as applicable) by post (properly insured) to the Paying Agent, as soon as reasonably practicable after the Scheme Record Time.

Detailed instructions are set out on pages 45 to 46 (Notes on completing Part II (Letter of Transmittal) of the Combined Form of Election) of this document.

 

Q:

Can I revoke my proxy?

 

A:

Any person submitting a Form of Proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted.

If you are a ReNew Shareholder of record, you may revoke your proxy at any time before the vote is taken at the Court Meeting or the General Meeting, as applicable, by:

 

•

submitting a new Form of Proxy with a later date, by using the telephone or electronic proxy submission procedures described herein, or by completing, signing, dating and returning a new Form of Proxy by mail to Broadridge at 51 Mercedes Way, Edgewood, NY11717;

 

•

attending the Court Meeting and/or the General Meeting and voting in person; or

 

•

delivering a written notice of revocation bearing a date later than that indicated on the Form of Proxy by mail to Broadridge at 51 Mercedes Way, Edgewood, NY11717.

Attending the Court Meeting or the General Meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your ReNew Shares indirectly through a broker, bank or other nominee or hold Depositary Receipts, you will need to follow the instructions provided to you by Broadridge or your broker, bank or other nominee in order to revoke or submit new voting instructions.

 

62

Q:

What happens if I do not vote or if I abstain from voting on the proposals?

 

A:

If you are the registered holder of ReNew Shares and do not vote either in person or by appointing another person as your proxy to attend and vote in your stead, your ReNew Shares will not be counted for purposes of determining whether a quorum is present at the General Meeting or for calculating the proportion of votes “For” and “Against” at either of the Meetings.

If you hold Depositary Receipts or if your ReNew Shares are held within the systems of DTC in the name of a broker, bank or other nominee, you will need to contact Computershare or your broker, bank or other nominee, respectively, in order to confirm the answer to this question. However, if you do not instruct Computershare or your broker, bank or other nominee how to vote your ReNew Shares, your ReNew Shares will not be counted for purposes of calculating the proportion of votes “For” and “Against” at the Meetings. Broker non-votes will be considered in determining the presence of quorum at the General Meeting.

There is an “Abstain” option to enable you to abstain from voting on the Resolutions at the General Meeting. An “Abstain” will count towards quorum at the General Meeting, however an “Abstain” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” the Resolutions at the General Meeting.

 

Q:

Will my ReNew Shares held by way of Depositary Receipts, or within the systems of DTC in the name of a broker, bank or other nominee, be combined for voting purposes with ReNew Shares I hold of record?

 

A:

If your ReNew Shares are held by way of Depositary Receipts, or within the systems of DTC in the name of a broker, bank or other nominee, these will not be combined for voting purposes with ReNew Shares in relation to which you are the registered holder.

 

Q:

Why did I receive more than one proxy card or voting instruction card?

 

A:

You will receive separate proxy cards for voting on approval of the Scheme at the Court Meeting and for voting on the Resolutions at the General Meeting.

 

Q:

What happens if I sell my Scheme Shares before completion of the Acquisition?

 

A:

In order to receive the Consideration of USD 7.02 per Cash-Out Share, you must hold your Scheme Shares at the Scheme Record Time and such Scheme Shares must not be subject to the Rollover. Consequently, if you transfer your ReNew Shares before the Scheme Record Time, you will have transferred your right to receive the Consideration and to participate in the Rollover.

The Scheme Voting Record Time, which determines the ReNew Shareholders or Scheme Shareholders (as applicable) entitled to vote at the Meetings, is earlier than the consummation of the Acquisition. If you transfer your Scheme Shares after the Scheme Voting Record Time but prior to the Scheme Record Time, you will retain any rights you hold to vote at the Meetings but not the right to receive the Consideration or to participate in the Rollover.

 

63

Q:

Should I send in my share certificates or other evidence of ownership now?

 

A:

No, do not send your certificates now.

Share certificates in respect of Cash-Out Shares will cease to be valid upon the Scheme becoming Effective.

If you hold your Scheme Shares in certificated form, you must complete Part II (Letter of Transmittal) of the Combined Form of Election in accordance with the instructions set out on such form and return or submit it by no later than the Election Return Time.

You must also return your share certificate(s) by post (properly insured) to the Paying Agent at    , unless you are a DTC Withdrawal Scheme Shareholder who (x) has elected for the Rollover but whose Election has not been satisfied in full or at all as a result of the operation of clauses 3.12 to 3.14 of the Scheme and (y) does not, as at the Scheme Record Time, hold any share certificate(s) in respect of your Cash-Out Shares.

If you are a holder of Depositary Receipts representing Cash-Out Shares, you must similarly return all such Depositary Receipts by post (properly insured) to the Paying Agent at    .

If any such share certificate(s) or Depositary Receipt(s) are found to be missing, the relevant holder must instead deliver an affidavit of lost securities and settle the relevant surety bond premium and any relevant processing fee as required by the Paying Agent.

All such returns (or, where applicable, the delivery of the affidavit and settlement of related payments) must be made as soon as reasonably practicable after the Scheme Record Time, in order to receive the Consideration to which the relevant holder is entitled under the Scheme.

Scheme Shareholders whose Scheme Shares are held in uncertificated form within the systems of DTC are not required to complete Part II (Letter of Transmittal) of the Combined Form of Election. The Purchaser will procure the payment by the Paying Agent of the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) in respect of such Cash-Out Shares to DTC or its nominee as soon as practicable and in any event by no later than 14 days after the Effective Date.

As from the Scheme Record Time, each holding of Cash-Out Shares credited to any account with DTC will be disabled and all Cash-Out Shares will be removed from DTC in due course.

 

Q:

How will I receive the Consideration?

 

A:

If your Cash-Out Shares are held in uncertificated form within the systems of DTC, the Purchaser will procure the payment by the Paying Agent of the Consideration and net of any applicable wire transfer fees, to DTC or its nominee as soon as practicable and in any event within 14 days after the Effective Date. You are not required to take any action to receive the Consideration.

 

64

If your Cash-Out Shares are held in certificated form (including Scheme Shares represented by Depositary Receipts), you must complete Part II of the Combined Form of Election, which will be separately mailed to you by Computershare, otherwise you will not receive the Consideration to which you are entitled under the Scheme. Payments will be made by way of cheque, unless you submitted your Part II (Letter of Transmittal) of the Combined Form of Election electronically through the online portal and elected to receive the Consideration by wire transfer, in which case payment will be made by wire transfer of immediately available funds, net of the applicable wire transfer fee (being USD 100 for wire transfers within the United States and USD 200 for wire transfers outside the United States). If you are unable to encash the cheque sent to you, you should notify the Paying Agent and provide any information required by the Paying Agent. In such cases, payment will be made by wire transfer of immediately available funds, net of the applicable wire transfer fee.

Payments of the Consideration will be subject to any deductions or withholdings in respect of Tax required by applicable law. Further details in respect of certain deductions or withholdings in respect of Indian taxes that may be required by applicable law are set out in Part V (Certain Indian Tax Considerations) of this document.

Awards exercised or settled between receipt of the Court Order and the Scheme Record Time will be cash-settled and paid through payroll (subject to statutory withholdings and, where applicable, deduction of the exercise price).

Further details are set out in the section entitled “Settlement” in paragraph 20 of Part III (Explanatory Statement) of this document.

 

Q:

What is the Rollover?

 

A:

As an alternative to the Cash Offer, eligible Scheme Shareholders may elect to retain (all but not some of) their Scheme Shares, which will continue to be held by such Scheme Shareholders following the Effective Time, subject to the terms and conditions of the Rollover (detailed in paragraph 5 of Part III (Explanatory Statement)).

Eligible Scheme Shareholders will only be able to elect for the Rollover in relation to their entire holding of Scheme Shares and not part only. However, due to the operation of the Cutback and the Maximum U.S. Rollover Percentage, as explained in paragraph 5 of Part III (Explanatory Statement) of this document, it is possible that some or all of the Scheme Shares elected by an eligible Scheme Shareholder for the Rollover will become Cash-Out Shares and such Scheme Shareholder will receive the Consideration in respect of such Cash-Out Shares instead.

Further information on the Rollover is contained in the section entitled “Summary – The Rollover” on pages 9 to 10 and the section entitled “Summary of the terms of the Rollover” in paragraph 5 of Part III (Explanatory Statement) of this document.

The Special Committee does not give any advice to Scheme Shareholders as to whether they should elect for the Rollover.

 

65

However, the Special Committee notes that the Rollover involves significant risks and uncertainties and may not be suitable for all Scheme Shareholders. Please refer to the section entitled “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement) for a description of the risks relating to the Rollover.

Scheme Shareholders should consider whether the Rollover is a suitable alternative in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover.

 

Q:

How do I elect for the Rollover?

 

A:

If you are an eligible Scheme Shareholder and you wish to make an election for the Rollover, you must complete Part I (Rollover Election) of the Combined Form of Election, which will be separately mailed to you by Computershare, in accordance with the instructions set out on such form and either (i) return it by post (properly insured) to Computershare at Computershare Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011 or (ii) submit it electronically via the online portal at www.computershare.com/offer/   , in each case by no later than the Election Return Time, being 5.30 p.m. (Eastern Standard Time) on the date falling on the later of (a) 80 calendar days following the publication of this document and (b) ten Business Days prior to the date of the Court Hearing. The instructions set out on, or deemed to be incorporated in, the Combined Form of Election constitute part of the terms of the Scheme.

Only Scheme Shareholders (other than Scheme Shareholders resident in India), which are holders of Scheme Shares in the register of members of the Company, are eligible to make an Election. Any person who becomes a Scheme Shareholder after the Election Return Time will not be eligible to elect for the Rollover and their Scheme Shares will be treated as Cash-Out Shares.

Beneficial owners of Scheme Shares held in uncertificated form within the systems of DTC are NOT eligible to make an Election and will receive the Consideration for all of their Scheme Shares. If you are a beneficial owner of Scheme Shares held in uncertificated form within the systems of DTC and you wish to make an Election, you must first procure the withdrawal of all such Scheme Shares from DTC and be entered as a registered holder (other than as a holder in uncertificated form) in the register of members of the Company. To effect such withdrawal, you must notify your broker, bank or other nominee who holds your Scheme Shares of your intention, and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

If you are a holder of Depositary Receipts and you wish to make an Election, you must first procure that the Scheme Shares represented by your Depositary Receipts are registered by reference to a separate designation in the register of members of the Company. To effect such re-registration, you must notify the Company and Computershare of your intention, and follow their instructions including executing any requisite documentation and paying any requisite processing fees.

The Company is unable to assure beneficial owners of Scheme Shares or holders of Depositary Receipts how long it will take to complete (i) the withdrawal of Scheme Shares from DTC and re-registration of the beneficial owners as registered holders or (ii) the re-registration of Scheme Shares represented by Depositary Receipts by reference to a separate designation, as this will depend on factors outside the Company’s control, including the cooperation of third parties such as the relevant broker, bank or other nominee and DTC. Beneficial owners of Scheme Shares and holders of Depositary Receipts who wish to make an Election are therefore strongly recommended to act as soon as possible and, in any event, sufficiently in advance of the Election Return Time to allow any required withdrawal and/or re-registration to be completed in time. Please note that you will have a minimum of 80 calendar days from the publication of this document to complete the required withdrawal and/or re-registration and, following that, complete and return or submit your Combined Form of Election.

 

66

If you want to receive USD 7.02 in cash in respect of each Scheme Share that you hold at the Scheme Record Time, you should NOT complete Part I (Rollover Election) of the Combined Form of Election.

Detailed instructions are set out on pages 32 to 36 (Actions to be taken) and in pages 41 to 44 (Notes on making an Election) of this document.

 

Q:

If I elect for the Rollover, what is ensuring that I will be bound to the Reorganisation?

 

A:

As part of the Scheme, Eligible Scheme Shareholders that successfully elect for the Rollover will grant powers of attorney authorising CPP Investments to execute on their behalf: (i) the Shareholders’ Agreement; (ii) the Reorganisation Wrapper Deed; and (iii) other documents required to implement the Reorganisation. Further details of the Reorganisation are set out in the sections entitled “Plans for ReNew after the Acquisition” in paragraph 7 of Part II (US Special Factors) and “Proposed Reorganisation” in paragraph 7 of Part III (Explanatory Statement) of this document, as well as the Reorganisation Structure Paper as set out in Annex F to this document and Reorganisation Wrapper Deed as set out in Annex E to this document. Further details of the Shareholders’ Agreement are set out in the section entitled “Key Terms of the Shareholders’ Agreement” in paragraph 7 of Part III (Explanatory Statement) of this document, as well as the Shareholders’ Agreement as set out in Annex D to this document. The powers of attorney are included at clause 6.2 of the Scheme (see Part X of this document).

 

Q:

How can I find out the steps entailed in the Reorganisation?

 

A:

You can refer to the Reorganisation Wrapper Deed and the Reorganisation Structure Paper as set out in Annexes E and F to this document.

 

Q:

Where can I find more information about ReNew?

 

A:

You can find more information about ReNew from the various sources described in the section entitled “Availability of Information” in paragraph 11 of Part II (US Special Factors).

 

Q:

What are the U.S. federal income tax considerations applicable to the privatisation of ReNew to Scheme Shareholders that are U.S. Holders?

 

A:

A U.S. Holder (as defined in paragraph 10 of Part VII (Additional Information)) of Cash-Out Shares who receives cash in exchange of all of such U.S. Holder’s Cash-Out Shares will recognise gain or loss with respect to its Cash-Out Shares, measured by the difference between the amount of Consideration paid to such U.S. Holder and such U.S. Holder’s adjusted tax basis in such Scheme Shares.

In addition, ReNew Shareholders should carefully read the section entitled “United States Taxation” in paragraph 10 of Part VII (Additional Information). Tax matters are complicated and the tax consequences of the Scheme to ReNew Shareholders will depend upon the facts of their respective situations. Accordingly, each ReNew Shareholder is urged to consult with his, her or its own tax adviser to determine the particular U.S. federal, state, local and non-U.S. tax consequences to it of the Scheme.

 

67

Q:

What are the Indian tax considerations applicable to the privatisation of ReNew to Cash-Out Shareholders?

 

A:

Withholding taxes could apply to a Cash-Out Shareholder or a Beneficial Cash-Out Shareholder who is not an Indian tax resident. Accordingly, all Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares are advised to carefully review and consider the section entitled Part V (Certain Indian Tax Considerations) and Part XIII (Indian Tax Self-Declaration).

Scheme Shareholders and beneficial owners of Scheme Shares who are not tax resident in India shall notify the Company in writing if they hold any of their Scheme Shares through a custodian account in India. Absent such notification, such Scheme Shareholders and beneficial owners of Scheme Shares are deemed to have confirmed that they do not hold their Scheme Shares through a custodian account in India.

 

Q:

Can I access these materials on the Internet?

 

A:

These materials can be found at ReNew’s website, https://investor.renew.com, or through the website maintained by the SEC at www.sec.gov.

 

Q:

Who can help answer my other questions?

 

A:

You can contact the ReNew Shareholder helpline at (800) 662-5200 for those within the U.S., and (203) 658-9400 for those outside the U.S. Lines are open Monday to Friday (except public holidays) between 8.30 a.m. and 5.30 p.m. (EST).

If Computershare, DTC, or your broker, bank or other nominee holds your ReNew Shares, you may also call them for additional information.

 

68

PART I

LETTER FROM THE SPECIAL COMMITTEE OF RENEW ENERGY GLOBAL PLC

(incorporated in England and Wales with registered number 13220321)

 

To all ReNew Shareholders

Dear Shareholders

RECOMMENDED ACQUISITION

of

RENEW ENERGY GLOBAL PLC

by

DYUTI PRIVATE HOLDINGS INC.

 

1.

Introduction

On 11 August 2026, the Special Committee and the Consortium announced a recommended acquisition of ReNew pursuant to which the Purchaser will acquire all of the Cash-Out Shares for cash. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Act, which requires the approval of Scheme Shareholders and the sanction of the Court. The Acquisition remains subject to the terms and conditions set out in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document.

The purpose of this letter is to explain the terms of the Acquisition and the Scheme, to explain why the Special Committee considers the terms of the Cash Offer to be fair and reasonable, and to provide you with other relevant information. The Special Committee unanimously recommends that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that ReNew Shareholders vote in favour of the Scheme Resolution to be proposed at the General Meeting.

 

2.

Summary of the terms of the Acquisition

The Acquisition is to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Act, which requires the approval of the Scheme Shareholders at the Court Meeting, the passing of the Scheme Resolution at the General Meeting and the sanction of the Court.

In accordance with the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition), Cash-Out Shareholders at the Scheme Record Time will be entitled to receive (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees):

 

 

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•

the terms of the Acquisition valued the entire issued and to be issued ordinary share capital of ReNew at approximately USD 2.8 billion on a fully diluted basis and implied an enterprise value of approximately USD 10.2 billion; and

 

•

the terms of the Acquisition represent a premium of:

 

•

12.5% to the closing share price of USD 6.24 per ReNew Share on 28 May 2026 (being the last day of trading prior to the public announcement of the Initial Proposal made by the Consortium);

 

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24.7% to the volume-weighted average price of USD 5.63 per ReNew Share for the one-month period ended 28 May 2026;

 

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32.5% to the volume-weighted average price of USD 5.30 per ReNew Share for the three-month period ended 28 May 2026; and

 

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30.5% to the volume-weighted average price of USD 5.38 per ReNew Share from 15 December 2025 (being the date on which the Former Transaction Announcement was published) to 28 May 2026.

The Cash-Out Shares will be acquired by the Purchaser (or its nominee) with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third-party rights or interests whatsoever and together with all rights existing at the date of this document or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Scheme Shares.

 

3.

Rollover

As an alternative to the Cash Offer, eligible Scheme Shareholders may elect to retain (all but not some of) their Scheme Shares, which will continue to be held by such Scheme Shareholders following the Effective Time, in lieu of such Scheme Shareholders transferring their Scheme Shares to the Purchaser and receiving the Consideration.

Eligible Scheme Shareholders will only be able to elect for the Rollover in relation to their entire holding of Scheme Shares and not part only. Scheme Shareholders who do not validly elect for the Rollover will automatically receive the full amount of the Consideration (subject to any deductions or withholdings in respect of Tax required by applicable law and net of any applicable wire transfer fees) for their entire holding of Scheme Shares. Due to the operation of the Cutback and the Maximum U.S. Rollover Percentage, as explained in paragraph 5 of Part III (Explanatory Statement) of this document, it is possible that some or all of the Scheme Shares elected by an eligible Scheme Shareholder for the Rollover will become Cash-Out Shares and such Scheme Shareholder will receive the Consideration in respect of such Cash-Out Shares instead.

Further information on the Rollover is contained in the sections entitled “Summary– The Rollover” on pages 9 to 10 and “Summary of the terms of the Rollover” in paragraph 5 of Part III (Explanatory Statement) of this document.

Scheme Shareholders should note that, shortly following the Scheme becoming Effective, the ReNew Shares held by remaining ReNew Shareholders will be subject to a Reorganisation (as defined below) such that such remaining ReNew Shareholders will become direct shareholders of ReNew India, ReNew’s direct private subsidiary incorporated in India. As a consequence, Rollover Shareholders will be required to comply with Indian regulatory and administrative requirements in order to hold and deal in shares of an Indian company, which will include, among other things, the requirements to obtain an Indian Permanent Account Number and to open a demat (electronic) account with a custodian to enable the Rollover Shareholders to hold the shares of ReNew India, which may require the Rollover Shareholders to submit apostilled and/or notarised (if applicable) personal documentation. Investment by a Rollover Shareholder having any direct or indirect ownership by a citizen or an entity of a country sharing a land border with India and not requiring prior government approval under the provisions of the NDI Rules, will be subject to reporting requirements specified by the Reserve Bank of India. Further details of the Reorganisation are set out in the sections entitled “Plans for ReNew after the Acquisition” in paragraph 7 of Part II (US Special Factors) and “Proposed Reorganisation” in paragraph 7 of Part III (Explanatory Statement) of this document.

 

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4.

Background to, and reasons for, the Acquisition and Benefit to Cash-Out Shareholders

Since its listing on Nasdaq on 24 August 2021, ReNew has continued to successfully grow to become one of the largest independent renewable asset owners and developers in India. During this period, ReNew has materially expanded its operating platform and financial performance, with commissioned / installed renewable capacity increasing from 5.6 GW in March 2021 (just prior to the time of listing) to     GWs on a gross basis as of    . Over the same period, the Company has continued to grow its financial performance, with Adjusted EBITDA for the year ended 31 March 2026 of INR 98.5 billion, representing a healthy compound annual growth rate of 18% over the last four years.

ReNew listed on Nasdaq by way of a combination with a publicly listed special purpose acquisition vehicle at USD 10 per share; however, since listing the shares have traded materially below USD 10 for the substantial majority of the period and, in recent years, have traded at a significant and persistent discount to that price, notwithstanding the Company’s continued growth in its operating platform and financial performance. Given this persistent trading below the listing price, ReNew has had limited ability to use its public equity as a source of growth capital. ReNew has therefore had to rely to a significant extent on debt issuance and asset recycling to fund growth which has resulted in an increase in debt leverage, with net debt to Adjusted EBITDA rising to 8.1x as of 31 March 2025. Increasing leverage levels resulted in ReNew being put on negative watch in September 2025 by Moody’s which noted that, before factoring in any potential management countermeasures to support the rating, ReNew’s consolidated financial metrics were expected to remain below the minimum tolerance level for the rating over the next 12 to 18 months from the date of such report. ReNew has also sought to manage funding needs through selling down developed assets, which has proved increasingly challenging as interest rates have risen and the time to achieve these sell-downs has become more protracted.

Since ReNew’s listing on Nasdaq, the Company has also faced increased competition from better capitalised Indian competitors most of which were either already listed or have in recent years become listed on the Bombay Stock Exchange or the National Stock Exchange of India. These companies have generally traded at higher valuations than ReNew and have been able to fund growth by raising additional funds through further equity issuance. This has resulted in better capitalised local listed competitors becoming a greater threat to ReNew both in terms of competition for projects, as well as for personnel and resources.

The inability to raise equity financing to fund future growth alongside increased competition from better capitalised and more highly rated Indian listed peers has resulted in its Board recognising that ReNew’s listing on Nasdaq constrains the Company and does not appropriately value its growth and prospects. In addition, the ReNew Board has considered the regulatory and reporting requirements associated with maintaining a public listing in the United States and the potential benefits of reallocating management focus and financial resources to other strategic priorities. The ReNew Board evaluated various options to address these challenges, including: an additional listing in India; and a dual-listing structure. However, it became clear that any listing in India would necessarily be of an Indian subsidiary of ReNew, which would result in two listed entities within the ReNew Group, adding corporate and regulatory complexity and failing to address the underlying discount at which ReNew’s shares traded on Nasdaq.

 

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During these evaluations, the Company received a non-binding offer from the Former Consortium on 10 December 2024, to acquire the entire issued and to be issued share capital of the Company not already owned by members of the Former Consortium, for cash consideration of USD 7.07 per share. On 2 July 2025, the Company received a revised non-binding offer from the Former Consortium for the proposed acquisition, whereby the Former Consortium increased the proposed cash consideration to USD 8.00 per share. On 10 October 2025, after an extensive and comprehensive period of due diligence by the Former Consortium, as well as extensive negotiations of terms for the proposed acquisition, and the exchange of multiple drafts of the transaction agreement for the proposed acquisition between the Company and the Former Consortium, the Former Consortium made a final non-binding offer for the proposed acquisition, whereby the proposed cash consideration was increased to USD 8.15 per share. However, on 15 December 2025, certain members of the Former Consortium filed an amended beneficial ownership report on Schedule 13D with the SEC, disclosing that Masdar had confirmed to the other members of the Former Consortium that it had withdrawn from the Former Consortium. As a result, the Former Consortium could not proceed with the proposed acquisition.

The funding and undervaluation challenges facing the Company have continued since the termination of the Former Consortium offer process in December 2025. In addition, the share price reached an all-time low closing price of USD 4.50 per share on 30 March 2026. The Special Committee and the full ReNew Board have remained active in exploring options to address ReNew’s undervaluation and growth funding challenges including, without limitation, exploring a listing in India of the manufacturing division; raising capital at the level of the holding company of the Company’s commercial and industrial business; and selling the operations and maintenance services business. ReNew has also focussed on rationalising its growth ambitions to reflect a different macro backdrop, more competitive pricing environment as well as a need to address its high leverage levels.

CPP Investments, as the majority shareholder, indicated to the Special Committee following the termination of the offer from the Former Consortium that it wanted to remain supportive of the business. Over the course of the next few months, CPP Investments, together with its legal and financial advisers, explored various potential options that could provide a solution to address the Company’s ongoing challenges, including a potential acquisition of the Company. On 28 May 2026, the Consortium submitted the Initial Proposal with an initial offer price of USD 6.75 per share. The offer from the Consortium also allows eligible shareholders to participate in the Rollover, whereby they may elect to retain their shareholding in ReNew, albeit in a private structure. The Special Committee and its advisers had numerous discussions internally and engaged extensively with the Consortium and sought improvements to the Initial Proposal. Following those negotiations, the Consortium increased its proposed offer price from USD 6.75 per share to USD 7.02 per share on 27 July 2026 (the “Best and Final Proposal”) and subsequently, on 6 August 2026, reaffirmed that USD 7.02 per share represented its best and final proposal and that the Consortium did not, at that time, intend to sell any shares to any third party in any alternative takeover transaction. In assessing the Best and Final Proposal, the Special Committee considered, among other things, the premium represented by the proposal to ReNew’s recent trading prices and relevant historical volume-weighted average prices; the valuation implied by the Best and Final Proposal; the Company’s financial projections and capital requirements; its historical trading performance; relevant comparable-company and precedent-transaction valuation considerations; and the alternatives available to the Company. The offer price of USD 7.02 per share represents a premium of 12.5% to the unaffected share price of USD 6.24 per share as of 28 May 2026 (being the last day of trading prior to the public announcement of the Initial Proposal made by the Consortium), and premiums of 24.7%, 32.5% and 30.5% to the volume-weighted average price for the one-month period and three-month period ended 28 May 2026 and from 15 December 2025 (being the date on which the Former Transaction Announcement was published) to 28 May 2026, respectively. The Special Committee also considered the increase from the initial offer price of USD 6.75 per share and the Consortium’s subsequent confirmation that USD 7.02 per share represented its best and final proposal.

 

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The Special Committee extensively considered the Consortium’s position that it did not, at that time, intend to sell any shares to any third party in any alternative takeover transaction and the implications of that position for the Company’s ability to pursue alternative transactions. Relatedly, the Special Committee is also cognisant that throughout this protracted process, which began in December 2024, no other party (other than the Consortium or the Former Consortium) has approached the ReNew Board with an alternative proposal.

Since December 2024, the Special Committee and its advisers have engaged actively with ReNew shareholders to answer questions and ascertain views in relation to the proposals received from the Consortium and the Former Consortium. Specifically in relation to the current proposed take-private process, the Special Committee noted that the Best and Final Proposal has received irrevocable commitments from JERA Nex and Platinum Cactus, which collectively own ReNew Shares representing, in aggregate, approximately 51 per cent. of the voting power of the Scheme Shares and 32 per cent. of the voting power of ReNew Shares as at 18 September 2026.

In reaching its conclusion, the Special Committee also considered the certainty of value and the liquidity provided by the Consideration; execution certainty of the Consortium’s proposal; the availability of the Rollover for eligible ReNew Shareholders wishing to retain exposure to ReNew; various macroeconomic shifts in the short, medium, and long term; and the risks and uncertainties associated with pursuing alternative strategies, including remaining an independent public company listed on Nasdaq.

For the reasons detailed above, the Special Committee believes that it is important that ReNew Shareholders have the opportunity to vote on this offer. After detailed consideration, the Special Committee has unanimously decided to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and ReNew Shareholders vote in favour of the Scheme Resolution to be proposed at the General Meeting.

Further details of the reasons for the Acquisition are set out in paragraph 3 (Reasons for the Acquisition) of Part II (US Special Factors).

 

5.

Irrevocable Undertakings

The Consortium has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from JERA Nex and Platinum Cactus in respect of ReNew Shares representing, in aggregate, approximately 51 per cent. of the voting power of the Scheme Shares and 32 per cent. of the voting power of ReNew Shares as at 18 September 2026.

Further details of the irrevocable undertakings are set out in paragraph 5 of Part VII (Additional Information) of this document.

 

6.

Special Committee Recommendation

The Special Committee considers that the terms of the Cash Offer, including the terms of the Transaction Agreement, are fair and reasonable, and unanimously recommends that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and ReNew Shareholders vote in favour of the Scheme Resolution to be proposed at the General Meeting.

For a more complete description of (i) the reasons considered by the Special Committee in deciding to recommend that ReNew Shareholders vote in favour of the Scheme and the Scheme Resolution and (ii) the substantive and procedural fairness of the Acquisition to Scheme Shareholders, see the sections entitled “Reasons for the Recommendation” and “Fairness” in paragraphs 4 and 10 of Part II (US Special Factors).

For the reasons set out in this document, the Special Committee believes that it is important that ReNew Shareholders have the opportunity to vote on the Scheme and the Scheme Resolution.

The Special Committee cannot form an opinion as to whether or not the terms of the Rollover are fair and reasonable and is not making any recommendation to Scheme Shareholders as to whether or not they should elect for the Rollover.

 

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However, the Special Committee notes that the Rollover involves significant risks and uncertainties which have significant and variable impact on individual Scheme Shareholders including, for instance, the fact that the ReNew Shares will be illiquid following the Scheme becoming Effective and the level of uncertainty in their future value and may therefore not be suitable for all Scheme Shareholders. Please refer to the section entitled “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement) for a description of the risks relating to the Rollover.

Scheme Shareholders should consider whether the Rollover is a suitable alternative in light of their own personal circumstances and investment objectives and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover.

 

7.

ReNew Equity Awards and Management Compensation Arrangements

Participants in the ReNew Share Plans will be contacted separately regarding the effect of the Acquisition on their rights under the ReNew Share Plans and with details of the arrangements applicable to them. In addition, the Consortium and ReNew have agreed the material terms of the compensation arrangements that will apply, with effect from the Effective Date, to senior members of ReNew’s management (other than Mr. Sumant Sinha) under the New Incentive Plan and a replacement RSU / PSU plan. Those arrangements are summarised in the sections entitled “Post-Closing Management Compensation Arrangements” in paragraph 15 of Part III (Explanatory Statement) and “Interests of ReNew Non-Employee Directors and Executive Officers” in paragraph 6 of Part VII (Additional Information).

Further details of the arrangements proposed to be implemented in relation to the ReNew Share Plans in connection with the Acquisition are set out in the section entitled “ReNew Equity Awards” in paragraph 14 of Part III (Explanatory Statement).

 

8.

ReNew’s current trading and prospects

Since its inception in 2011, ReNew has devoted substantially all of its resources to developing, building, owning and operating utility-scale wind energy projects, utility-scale solar energy projects, hydro energy projects, utility-scale firm power projects and corporate energy projects. As of 30 June 2026, ReNew’s portfolio consisted of ~ 20.5 GWs, compared to ~ 18.2 GWs as of 30 June 2025. ReNew’s commissioned capacity has increased ~17 per cent. year-over-year to ~13.1 GWs as of 30 June 2026.

As of 30 June 2026, ReNew had cash and cash equivalents of USD 233 million, bank balances other than cash and cash equivalents of USD 579 million and deposits with maturities of more than 12 months (forming part of other financial assets) of USD 19 million. ReNew has earned net profit of USD 63 million for the three months ended 30 June 2026.

ReNew operates in a capital-intensive industry. ReNew expects to fund the construction and development of its projects with a combination of cash flows from operations, debt financings and equity financings, but its ability to arrange for such financing remains subject to various factors, including those affecting the macroeconomic environment. Additionally, the majority of ReNew’s revenue is attributable to units of power that it sells, and therefore its results of operations are affected by the tariffs it charges for the units of power that it sells. In line with government policies, most Indian states have moved towards the competitive bidding model for determining tariffs, which has led to a decrease in tariff rates as the lowest bidder wins the project. Although tariff rates vary from state to state, tariffs have declined significantly for both wind and solar energy power over the years, and ReNew’s ability to estimate costs and competitively bid for projects will affect its results of operations.

 

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9.

United Kingdom, United States and Indian Taxation

A summary of certain United Kingdom and United States taxation consequences of the implementation of the Scheme for certain Scheme Shareholders is set out in paragraph 10 of Part VII (Additional Information) of this document. A summary of certain Indian taxation consequences of the implementation of the Scheme for certain ReNew Shareholders is set out in Part V (Certain Indian Tax Considerations) of this document.

Those summaries do not constitute tax advice and do not purport to be a full analysis of all potential United Kingdom, United States and Indian tax consequences of the Acquisition. Scheme Shareholders, beneficial owners of Scheme Shares and holders of Depositary Receipts in respect of Scheme Shares who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside of the United Kingdom, the United States and India are strongly advised to contact an appropriate independent professional adviser immediately.

 

10.

Overseas Shareholders

Overseas Shareholders should refer to paragraph 22 of Part III (Explanatory Statement) of this document.

 

11.

Actions to be Taken

Your attention is drawn to paragraph 25 of Part III (Explanatory Statement) of this document, which explains the actions you should take in relation to the Acquisition and the Scheme.

Details relating to the delisting of ReNew Shares and re-registration of ReNew as a private limited company are included in paragraph 19 of Part III (Explanatory Statement) of this document.

 

12.

Further Information

Your attention is drawn to Part III (Explanatory Statement) of this document (being the Explanatory Statement made in compliance with section 897 of the Act), the information contained in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) and Part V (Certain Indian Tax Considerations) of this document, the full terms of the Scheme set out in Part X (The Scheme of Arrangement), the additional information set out in Part VII (Additional Information), the notices of the Meetings set out in Part XI (Notice of Court Meeting) and Part XII (Notice of General Meeting) and the information relating to Indian withholding tax in Part XIII (Indian Tax Self-Declaration) of this document.

You should read the whole of this document and the accompanying Forms of Proxy and not rely solely on the information contained in this letter or the Explanatory Statement.

Yours faithfully,

Manoj Singh

Chair of the Special Committee

 

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PART II

US SPECIAL FACTORS

 

1	Related Party Transactions

ReNew has adopted a related party transaction policy that sets forth procedures for the identification, review, consideration and approval or ratification of related person transactions. Under the policy, if a transaction has been identified as a related party transaction, ReNew’s management must present information regarding the related party transaction to its audit committee for approval.

If advance approval is not feasible, then the transaction may be preliminarily entered into by ReNew upon prior approval by the audit committee chair subject to ratification of the transaction by the audit committee at the next regularly scheduled meeting. If the ratification is not forthcoming, ReNew shall make all reasonable efforts to amend the terms of the transaction, which is thereafter approved by the audit committee, or otherwise cancel or annul such transaction.

The audit committee will consider all facts and circumstances, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, the extent of the related party’s interest in the transaction, the conflicts of interest and/or corporate opportunity provisions of ReNew’s code of business conduct and ethics and where the related party involves a director or director nominee, whether the related party transaction will impair the director or director nominee’s independence under applicable rules and regulations. The audit committee will not approve or ratify the transaction unless it determines that it is in, or not inconsistent with, the interests of ReNew and its shareholders.

 

(a)

Shareholders Agreement

On 23 August 2021, ReNew entered into the ReNew Global Shareholders Agreement with the Founder Investors, GS Wyvern Holdings Limited, CPP Investments, Platinum Cactus, JERA Nex and RMG Sponsor II, LLC. On 28 April 2023, GS Wyvern Holdings Limited ceased to hold any ReNew Shares and ceased to be a party to the ReNew Global Shareholders Agreement. The ReNew Global Shareholders Agreement was amended on 24 July 2023.

Prior to 20 August 2026, each Founder Investor has a right to deliver a notice to ReNew to issue Class A Ordinary Shares to such Founder Investor and/or their Affiliates or nominees in exchange for the transfer to ReNew of ReNew India Ordinary Shares held by such Founder Investor, at the same exchange ratio as applied under the Business Combination Agreement (subject to certain adjustments).

For so long as CPP Investments or a Founder Investor continues to hold ReNew India Ordinary Shares, ReNew has agreed not to permit ReNew India to, without each of CPP Investments’, such Founder Investor’s and, in the case of the matters contemplated by clauses (i) through (iii), Platinum Cactus’ prior written consent, as applicable: (i) issue shares, other than issuances to ReNew or to a wholly-owned subsidiary of ReNew; (ii) alter or change the rights, preferences or privileges of the ReNew India Ordinary Shares; (iii) repurchase, buy-back or otherwise extinguish any ReNew India Ordinary Shares, other than in connection with the Founder Investors’ put rights under the Registration Rights, Coordination and Put Option Agreement; or (iv) amend or waive any provision of the constitutional documents of ReNew India, in each case, in a manner that is materially adverse and disproportionate to CPP Investments or such Founder Investor, in relation to its ReNew India Ordinary Shares as compared to any other shareholder of ReNew in relation to such shareholder’s ReNew India Ordinary Shares.

 

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(b)

Standstill Agreements

On 24 July 2023, ReNew entered into a standstill agreement with CPP Investments, pursuant to which CPP Investments agreed not to acquire, offer or propose to acquire, or enter into any agreement to acquire any interest in any Class A Ordinary Shares (or rights or options to acquire any Class A Ordinary Shares), or any securities convertible into or exchangeable for Class A Ordinary Shares from 24 July 2023 to 23 July 2026, subject to certain exceptions and other terms and conditions. The standstill obligations under this agreement are no longer in effect.

On 21 January 2025, ReNew, Masdar, CPP Investments and Platinum Hawk entered into a non-disclosure agreement with respect to the proposed offer by the Former Consortium to acquire all the issued and to be issued share capital of ReNew. Pursuant to this, each of Masdar and Platinum Hawk agreed not to acquire or enter into any agreement to acquire any interest in the securities of ReNew (or rights to acquire or subscribe for options or derivatives with respect to such securities), or make a general offer for all or part of the share capital of ReNew from 21 January 2025 until the occurrence of certain specified termination events (including the acceptance by the Special Committee of the Consortium’s offer), subject to certain exceptions and other terms and conditions.

On 17 March 2025, ReNew entered into a standstill agreement with JERA Nex with respect to the sharing of certain confidential information. Pursuant to this, JERA Nex agreed not to: (i) acquire, seek to acquire, enter into any agreement to acquire any interest in ReNew (or rights to acquire or subscribe for options or derivatives with respect to such securities); (ii) make a general offer for all or any part of the share capital of ReNew; (iii) announce or take any actions which would require the announcement of any proposals of any takeover, merger or other similar transactions; (iv) take any step that would give rise to any obligation to make an offer for all or any part of the share capital of ReNew; or (v) assist or advise any person in relation to any of the foregoing, from 17 March 2025 until the occurrence of certain specified termination events (including where the information shared no longer constitutes material non-public information), subject to certain exceptions and other terms and conditions.

 

(c)

Registration Rights, Coordination and Put Option Agreement

On 23 August 2021, ReNew, GS Wyvern Holdings Limited, CPP Investments, Platinum Cactus, JERA Nex, GEF SACEF India and RMG Sponsor II, LLC (the “Significant Shareholders”), the Founder Investors and ReNew India entered into the Registration Rights, Coordination and Put Option Agreement. Pursuant to this, among other things, (i) the Significant Shareholders are entitled to certain registration rights in respect of the Class A Ordinary Shares and the Class C Ordinary Share to be received by or issued or issuable to such parties in connection with the business combination pursuant to the terms of the Business Combination Agreement (the “Significant Shareholder Registrable Securities”), (ii) the Founder Investors are entitled to require ReNew to purchase certain ReNew India Ordinary Shares held by the Founder Investors and ReNew agreed to register for issuance of Class A Ordinary Shares (together with the Significant Shareholder Registrable Securities, the “Registrable Securities”) to the extent required for the purposes of financing and facilitating such purchase, and (iii) the Significant Shareholders (other than GEF SACEF India) and the Founder Investors will agree to certain transfer restrictions during a lock-up period in respect of ReNew Shares held by them.

ReNew agreed to file a registration statement on Form F-1 for the resale of Registrable Securities pursuant to Rule 415 under the Securities Act, and to maintain its effectiveness until such time as there are no longer any Registrable Securities. ReNew also agreed to convert such registration statement to a shelf registration statement on Form F-3 as soon as practicable after ReNew becomes eligible to use such form and to similarly maintain the effectiveness of such registration statement.

 

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Additionally, for so long as the Founder Investors have the right to require ReNew to purchase ReNew India Ordinary Shares held by them, ReNew has agreed to file and maintain a registration statement to cover issuances of Class A Ordinary Shares by ReNew for specified purposes.

 

(d)

Indemnification Agreements

ReNew has entered into a deed of indemnity with each of its directors and members of senior management. The deed of indemnity provides that ReNew indemnify its directors and members of senior management to the fullest extent permitted by applicable law.

 

(e)

Agreements with Senior Management and Directors

ReNew has entered into employment agreements or offer letters with the members of its senior management. These agreements contain customary provisions and representations, including confidentiality, non-solicitation and intellectual property assignment undertakings by the members of its senior management. See “Item 6. Directors, Senior Management and Employees” included in ReNew’s annual report on Form 20-F for the fiscal year ended 31 March 2026, which is incorporated herein by reference.

 

(f)

ReNew Foundation

ReNew has established ReNew Foundation as a non-profit organisation under Indian laws, to drive social impact at scale through flagship and collaborative programs. Mr. Sumant Sinha and Ms. Vaishali Sinha are amongst the directors of ReNew Foundation. ReNew Foundation operates with the vision to unlock human potential to tackle climate challenges and create a just, sustainable future for all. ReNew Foundation is involved in implementing climate-aligned education and skilling initiatives for women and children, supporting start-up led innovation in tackling climate challenges and in conducting thought-leadership events for discussing challenges and opportunities under the broad spectrum of sustainability, environment and social responsibility, as well as feeding those discussions into recommendations for various stakeholders.

 

(g)

Equity-based Compensation Plans

On 23 August 2021, ReNew adopted the Employee 2021 Plan, pursuant to which ReNew may grant cash and equity-based incentive awards to eligible employees of ReNew and its subsidiaries. The Employee 2021 Plan provides for the grant of share options, including incentive share options and nonqualified share options, share appreciation rights, restricted shares, restricted share units and other share or cash-based awards.

On 23 August 2021, ReNew adopted the Non-Employee 2021 Plan, pursuant to which ReNew may grant cash and equity-based incentive awards to eligible non-executive directors and eligible non-employee service providers of ReNew and its subsidiaries. The Non-Employee 2021 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units and other share or cash-based awards.

 

(h)

Non-binding offer to acquire the entire share capital of the Company

On 10 December 2024, the Company received a non-binding offer from the Former Consortium to acquire the entire issued and to be issued share capital of the Company not already owned by members of the Former Consortium, for cash consideration of USD 7.07 per share.

The Former Consortium highlighted in its proposal that no member of the Former Consortium that is an existing shareholder of the Company intends to sell its shares in the Company to any third party or otherwise to support a transaction with a third party that would be an alternative to its proposal.

 

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On 2 July 2025, the Company received a revised non-binding offer from the Former Consortium for the proposed acquisition, whereby the Former Consortium increased the proposed cash consideration to USD 8.00 per share.

On 10 October 2025, after an extensive and comprehensive period of due diligence by the Former Consortium, as well as extensive negotiations of terms for the proposed acquisition, and the exchange of multiple drafts of the transaction agreement for the proposed acquisition between the Company and the Former Consortium, the Former Consortium made a final non-binding offer for the proposed acquisition, whereby the proposed cash consideration was increased to USD 8.15 per share. On 28 October 2025, the Company announced that it had reached an agreement in principle on the key financial terms of the proposed acquisition with the Former Consortium, subject to agreeing the remaining terms and conditions of the proposed acquisition and completion of confirmatory due diligence of the Former Consortium.

On 15 December 2025, certain members of the Former Consortium filed an amended beneficial ownership report on Schedule 13D with the SEC, disclosing that Masdar had confirmed to the other members of the Former Consortium that it had withdrawn from the Former Consortium. As a result, the Former Consortium could not proceed with the proposed acquisition.

On 28 May 2026, the Company received a non-binding offer from the Consortium to acquire the entire issued and to be issued share capital of the Company not already owned by members of the Consortium, for cash consideration of USD 6.75 per share. This offer from the Consortium also allowed the eligible shareholders to participate in the Rollover, whereby they may elect to retain their shareholding in ReNew, albeit in a private structure.

On 27 July 2026, the Company received a revised non-binding offer from the Consortium for the proposed acquisition, whereby the Consortium increased the proposed cash consideration to USD 7.02 per share. On 6 August 2026, the Consortium subsequently reaffirmed that USD 7.02 per share represented its best and final proposal and that it did not, at that time, intend to sell any shares to any third party in any alternative takeover transaction.

 

2	Purpose of the Acquisition

Under the SEC rules governing “going private” transactions, the members of the Consortium are required to express their purpose for the Acquisition to the Unaffiliated Shareholders. The members of the Consortium are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The purpose of the Acquisition is for the Purchaser to acquire all of the Cash-Out Shares. Following the consummation of the Acquisition, the Cash-Out Shareholders as at the Scheme Record Time will cease to have any equity interest in ReNew or any right to participate in ReNew’s earnings and future growth (if any), in each case with respect to their Cash-Out Shares. Rollover Shareholders will continue to hold their Rollover Shares in ReNew following the Effective Time.

 

3	Reasons for the Acquisition

Under the SEC rules governing “going private” transactions, the members of the Consortium are required to express their reasons for the Acquisition to the Unaffiliated Shareholders. The members of the Consortium are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

 

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In evaluating the Acquisition, CPP Investments consulted with and received the advice of outside legal and financial advisers, held discussions with its management and considered a number of factors that it believed supported its decision to enter into the Transaction Agreement. These factors included, but were not limited to, the following (not necessarily in order of relative importance):

 

•

the Acquisition will expand CPP Investments’ power and renewables portfolio;

 

•

the Acquisition will simplify ReNew’s ownership structure and eliminate the public company costs associated with ReNew being a publicly listed company in the United States;

 

•

following the Acquisition, CPP Investments will be the direct and indirect controlling shareholder of ReNew, being entitled to appoint a majority of the directors of ReNew and thereby exercising greater control over ReNew;

 

•

CPP Investments considers that ReNew has attractive long-term business and growth prospects. The Acquisition will enable CPP Investments to benefit from a larger share of any future earnings and growth of ReNew following the Acquisition. In addition, the Acquisition is consistent with CPP Investments’ strategy of making long-term investments in infrastructure and renewable energy businesses; and

 

•

CPP Investments believes that ReNew’s capital-intensive business plan may be pursued more effectively in a private company environment supported by long-term shareholders, with greater flexibility to make strategic and capital-allocation decisions.

CPP Investments believes that structuring the transaction as a scheme of arrangement is preferable to other transaction structures because it (i) enables the Purchaser to acquire all of the outstanding Cash-Out Shares while at the same time allowing the Rollover Shareholders to retain their Scheme Shares (subject to certain limitations as more fully explained in the section entitled paragraph 5 of Part III (Explanatory Statement)) in ReNew through their Rollover election, (ii) represents an opportunity for the Cash-Out Shareholders to receive USD 7.02 in cash for each Cash-Out Share, without interest thereon and subject to any applicable withholding taxes, and (iii) will be approved by Scheme Shareholders if both (x) a majority in number of Scheme Shareholders who vote (either in person or by proxy) in favour of the Scheme and (y) Scheme Shares representing at least 75 per cent. in value of the total number of Scheme Shares voted at the Court Meeting are voted in favour of the Scheme.

CPP Investments determined to undertake the Acquisition at this time because it believes that, as a private company, ReNew will be able to improve its ability to execute initiatives that over time will create additional enterprise value for ReNew. CPP Investments believes that this, along with ReNew’s existing business and potential future opportunities, will allow CPP Investments to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and requirements placed on public companies, CPP Investments believes that ReNew’s management and employees will be able to execute more effectively on future strategic plans.

Although the members of the Consortium believe that there will be significant opportunities associated with the Acquisition, they realise that there are also substantial risks (including the risks and uncertainties relating to the prospects of ReNew) and that such opportunities may not ever be fully realised.

 

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4	Reasons for the Recommendation

Prior to reaching its recommendation that ReNew Shareholders vote in favour of the Acquisition, the Special Committee explored and evaluated a wide range of strategic options for ReNew, including maintaining its independent public company status, potential financing transactions, additional or secondary listing on Indian stock exchanges, asset sales, and strategic investments into the Company.

In evaluating the Transaction Agreement, the Acquisition and the other transactions contemplated by the Transaction Agreement, the Special Committee relied on its knowledge of ReNew’s business, financial condition, results of operations, and the prospects and risks of remaining a publicly traded company and consulted with the senior management of ReNew, and representatives of Rothschild & Co and Linklaters. In the course of making the determination that the Transaction Agreement and the Cash Offer are fair and reasonable, and to recommend ReNew Shareholders vote in favour of the Scheme at the Court Meeting and the Scheme Resolution to be proposed at the General Meeting, the Special Committee considered numerous reasons, including the following material reasons and benefits of the Acquisition.

 

(a)

Premium Over Unaffected Market Price

The terms of the Acquisition represent a premium of:

 

•

12.5% to the closing share price of USD 6.24 per ReNew Share on 28 May 2026 (being the last day of trading prior to the public announcement of the Initial Proposal made by the Consortium);

 

•

24.7% to the volume-weighted average price of USD 5.63 per ReNew Share for the one-month period ended 28 May 2026;

 

•

32.5% to the volume-weighted average price of USD 5.30 per ReNew Share for the three-month period ended 28 May 2026; and

 

•

30.5% to the volume-weighted average price of USD 5.38 per ReNew Share from 15 December 2025 (being the date on which the Former Transaction Announcement was published) to 28 May 2026.

 

(b)

Impact on ReNew’s Business Outlook

Despite the continued growth in ReNew’s operating platform and financial performance since its listing on Nasdaq in August 2021, the shares of ReNew have traded persistently below the USD 10 initial listing price, constraining ReNew’s ability to use its public equity as a source of growth capital. This has required the Company to rely to a significant extent on debt issuance and asset recycling to fund growth, resulting in increased debt leverage and, in September 2025, the placement of ReNew on negative watch by Moody’s.

At the same time, better capitalised Indian competitors, many of which are listed on domestic exchanges and have generally traded at higher valuations than ReNew, have been able to fund growth through further equity issuances, intensifying competition for projects, and personnel and resources.

The ReNew Board concluded that the Nasdaq listing was not appropriately reflecting the Company’s long-term value or providing an efficient platform for raising capital. The ReNew Board further recognised that it is not a viable or sustainable option for the Company to continue to fund its growth primarily through debt issuance and asset recycling, and that this operating model has constrained the growth of the Company and limited its ability to compete effectively with better capitalised domestic peers. In addition, the ReNew Board has considered the regulatory and reporting requirements associated with maintaining a public listing in the United States and the potential benefits of reallocating management focus and financial resources to other strategic priorities.

Against such background, the Special Committee considered that the Acquisition, by taking ReNew private, would relieve the Company of the constraints and requirements associated with its public listing, and enable the business to be repositioned under a private ownership structure better suited to its operational base and long-term growth strategy.

 

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(c)

Extensive Exploration of Strategic Alternatives

In light of the challenges facing ReNew as described in paragraph (b) above, the ReNew Board has, for a period of time starting prior to receipt of any takeover offer, been evaluating various options to address the challenges arising from the Company’s inability to raise equity financing to fund future growth and the increased competition it faces from better capitalised and more highly rated Indian listed peers.

Options considered by the ReNew Board included an additional listing in India and a dual-listing structure. However, it became clear that any listing in India would necessarily be of an Indian subsidiary of ReNew, which would result in two listed entities within the ReNew Group, adding corporate and regulatory complexity and failing to address the underlying discount at which ReNew’s shares traded on Nasdaq.

Following the termination of the Former Consortium’s offer process in December 2025, the Special Committee and the ReNew Board continued to explore options to address ReNew’s undervaluation and growth funding challenges, including a listing in India of the manufacturing division, raising capital at holding company level of the Company’s commercial and industrial business, and a potential sale of the operations and maintenance services business.

The Special Committee also noted that, since the announcement of the initial proposal by the Former Consortium in December 2024, no person other than the Former Consortium or the Consortium has contacted ReNew or the Special Committee with a proposal for an alternative transaction with ReNew.

The Special Committee also noted the position of the members of the Consortium, who beneficially own approximately     per cent. of the outstanding ReNew Shares, on a fully diluted basis and control approximately     per cent. of the total voting power in ReNew, that they are only interested in pursuing the transaction outlined in the Initial Proposal and are not interested in selling their ReNew Shares to any third party in an alternative takeover proposal, which led the Special Committee to conclude that any alternatives to the Acquisition were not likely to be consummated.

 

(d)

Highest Value Reasonably Obtainable

As a result of a robust negotiation conducted by the Special Committee and with the assistance of its financial and legal advisers, the Consideration for the Acquisition was increased by 4.0 per cent. from USD 6.75 per ReNew Share in the Consortium’s Initial Proposal to USD 7.02 per ReNew Share, and the Special Committee determined following such process that USD 7.02 was the highest price per ReNew Share that the Purchaser would agree to pay and that the Acquisition represented the most favourable terms to ReNew Shareholders which could be negotiated with the Consortium. The Special Committee’s determination was informed by a number of factors, including the duration and tenor of negotiations, the withdrawal of Masdar from the Former Consortium in December 2025 and the resulting failure of the previous proposed transaction, the decline in the trading price of the ReNew Shares to an all-time low closing price of USD 4.50 per share on 30 March 2026, the continued depreciation of the Indian Rupee against the US Dollar during the intervening period, the prevailing global geo-political situation, and the experience of the Special Committee and its advisers.

 

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(e)

Speed and Likelihood of Completion and Liquidity

The Special Committee considered the anticipated timing of the closing of the Acquisition in the first quarter of 2027, with the anticipated result of allowing shareholders to receive the all-cash consideration in a relatively short time frame. The Special Committee noted that the Acquisition has no financing condition and the Purchaser would fund the purchase price from existing cash resources of CPP Investments. The Special Committee also considered how the potential for closing within a relatively short time frame could also reduce the duration of the interim period during which ReNew’s operations would be subject to the covenants imposed pursuant to the transaction documentation and the resulting limitations on ReNew’s ability to formulate and execute long-term plans in light of the uncertainty as to the future structuring and strategy of the business.

The Special Committee also noted that the Consortium had received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from JERA Nex and Platinum Cactus in respect of ReNew Shares representing, in aggregate, approximately 51 per cent. of the voting power of the Scheme Shares and 32 per cent. of the voting power of ReNew Shares as at 18 September 2026. The Special Committee considered that these irrevocable undertakings significantly increase the likelihood that the requisite approvals will be obtained at the Court Meeting and the General Meeting, and that, as a result, the Acquisition has a high degree of execution certainty.

The Special Committee further considered the ability of shareholders to realise value through open-market sales at or near the Consideration is uncertain and may not be achievable within a comparable time frame, if at all. In this context, the Special Committee considered that the Acquisition provides ReNew Shareholders with certainty of value and liquidity that may not otherwise be available to them.

 

(f)

Opinion of the Special Committee’s Financial Adviser

The Special Committee considered the oral opinion of Rothschild & Co delivered to the Special Committee on 11 August 2026, which was subsequently confirmed by delivery of a written opinion dated 11 August 2026, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Consideration payable to the holders of Cash-Out Shares in the Acquisition pursuant to the Transaction Agreement was fair to such holders from a financial point of view.

 

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The Special Committee also considered a variety of potentially negative factors concerning the Transaction Agreement and the Acquisition, including the following, which are not listed in any relative order of importance:

 

•

Shareholder Participation in Future Growth. The nature of the Acquisition means that the Cash-Out Shareholders will have no ongoing equity participation in ReNew following the Acquisition, and they will cease to participate in ReNew’s future earnings or growth, if any, or to benefit from increases, if any, in the value of Cash-Out Shares, and will not participate in any potential future sale of ReNew to a third party, in each case with respect to their Cash-Out Shares.

 

•

Interim Covenants on Business Pending the Completion of the Acquisition. Covenants regarding the conduct of ReNew’s business prior to the completion of the Acquisition, which may delay or prevent ReNew from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of ReNew pending completion of the Acquisition.

 

•

Other Interests. The possibility that the Consortium and ReNew’s officers and directors may have interests in the Acquisition that are different from, or in addition to, those of the other ReNew Shareholders.

 

•

No Assurance the Acquisition will be Completed. While the Acquisition is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the Acquisition under the Transaction Agreement will be satisfied and, as a result, it is possible that the Acquisition may not be completed even if the ReNew Shareholders authorise and approve it. Each of CPP Investments and ReNew has the right to terminate the Transaction Agreement in certain circumstances. The Transaction Agreement may be terminated, amongst other instances, (i) by mutual written agreement of ReNew and CPP Investments; (ii) if the Effective Date has not occurred by the Long Stop Date; (iii) if the required shareholder approvals at the Court Meeting or General Meeting are not obtained; (iv) if the Court declines to sanction the Scheme; (v) in the event of a Company Adverse Recommendation Change having occurred; (vi) if there is any breach by either ReNew or by any member of the Consortium (as applicable) causing certain Conditions not to be satisfied; or (vii) if this document is not distributed to ReNew Shareholders in accordance with the Transaction Agreement. Further details of the termination rights are set out under the section entitled “Termination” in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document. Accordingly, there is no certainty, nor can ReNew provide any assurance, that the Transaction Agreement will not be terminated by either CPP Investments or ReNew before the completion of the Acquisition.

 

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•

Risks Associated with Failure to Complete the Acquisition. There are significant risks to ReNew if the Acquisition does not close, including that (i) ReNew will have incurred significant transaction costs, (ii) ReNew’s continuing business relationships with offtakers, financial institutions, third-party service providers, and employees may be adversely affected, (iii) the trading price of the ReNew Shares could be adversely affected, (iv) the market’s perceptions of ReNew’s prospects could be adversely affected, (v) the ReNew Directors and ReNew’s senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, (vi) the failure to complete the Acquisition, or the public perception that the Acquisition may not be completed, could result in a downgrade of ReNew’s credit ratings by one or more rating agencies, which could increase ReNew’s borrowing costs and adversely affect its ability to access the debt capital markets on favourable terms, (vii) ReNew cannot assure investors or the markets of the continued availability of primary capital, whether through the public equity or debt capital markets or otherwise, to fund ReNew’s development pipeline and sustain its future growth, particularly having regard to the uncertainties that may arise from a failed transaction, and (viii) ReNew’s future growth is highly contingent upon the continued availability of capital recycling opportunities at attractive multiples, and there can be no assurance that such opportunities will remain available on terms that are favourable to ReNew or at all.

The foregoing discussion of information and factors considered by the Special Committee is not intended to be exhaustive but includes a number of the factors considered by the Special Committee. In view of the wide variety of factors considered by the Special Committee, the Special Committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously authorised and approved the Transaction Agreement, the Scheme and the Acquisition, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the Consideration to the holders of Cash-Out Shares in the Acquisition, from a financial point of view, and its decision to recommend the authorisation and approval of the Transaction Agreement, the Scheme and the Acquisition, the Special Committee considered financial analyses presented by Rothschild & Co. The Special Committee believes that it is reasonable and appropriate to consider the opinion from Rothschild & Co in its determination as to the fairness, from a financial point of view, of the Consideration payable in the Acquisition to the Cash-Out Shareholders, because the opinion addressed the fairness, from a financial point of view, of the Consideration proposed to be paid to the holders of Cash-Out Shares pursuant to the terms of the Transaction Agreement. To the extent that an affiliated security holder may exist other than the members of the Consortium and their respective Affiliates, the consideration to be received by such affiliated security holder is identical in all respects as the consideration to be received by Cash-Out Shareholders.

The Special Committee considered the historical market prices of the ReNew Shares as described under the section entitled “Market quotations” in paragraph 3 of Part VII (Additional Information). The Special Committee therefore considered these to be positive factors and potential benefits of the Acquisition. ReNew is not aware of any firm offers made by any unaffiliated person, other than by the Consortium, a member of the Consortium or the Former Consortium (or a member thereof), during the past two years for (i) the merger or consolidation of ReNew with or into another company, or vice-versa; (ii) the sale or other transfer of all or any substantial part of the assets of ReNew; or (iii) a purchase of ReNew’s securities that would enable the holder to exercise control of ReNew.

 

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The Special Committee also considered the purposes and reasons for ReNew to undertake the Acquisition at this time and concluded that the status of a privately held company will allow ReNew to reallocate management focus and financial resources to other strategic priorities absent the regulatory requirements imposed upon public companies. In addition, the Special Committee noted that it is currently intended that, following the Scheme becoming Effective, ReNew will be subject to a Reorganisation such that the remaining ReNew Shareholders (including the members of the Consortium and any Rollover Shareholders) and any further ReNew Shareholders at that time will become direct shareholders of ReNew India, ReNew’s direct private subsidiary incorporated in India. As a consequence, Rollover Shareholders will be required to comply with Indian regulatory and administrative requirements in order to hold and deal in shares of an Indian company, which will include, among other things, the requirements to obtain an Indian Permanent Account Number and to open a demat (electronic) account with a custodian to enable the Rollover Shareholders to hold the shares of ReNew India, which may require the Rollover Shareholders to submit apostilled and/or notarised (if applicable) personal documentation. Investment by a Rollover Shareholder having any direct or indirect ownership by a citizen or an entity of a country sharing a land border with India and not requiring prior government approval under the provisions of the NDI Rules, will be subject to reporting requirements specified by the Reserve Bank of India. Further details of the Reorganisation are set out in the sections entitled “Plans for ReNew after the Acquisition” in paragraph 7 of Part II (US Special Factors) and “Proposed Reorganisation” in paragraph 7 of Part III (Explanatory Statement) of this document, as well as the Reorganisation Structure Paper as set out in Annex F to this document and Reorganisation Wrapper Deed as set out in Annex E to this document.

In reaching its determination that the Transaction Agreement, the Scheme and the Cash Offer are fair and reasonable and its decision to authorise and approve the Transaction Agreement, the Scheme and the Acquisition, and recommend the authorisation and approval of the Scheme and the Acquisition by the ReNew Shareholders, the Special Committee, on behalf of ReNew, considered the factors as described above under this section. During its consideration of the Transaction Agreement and the Acquisition, the Special Committee was also aware that some of the ReNew Directors and ReNew Shareholders have interests with respect to the Acquisition that are, or may be, different from, and/or in addition to those of the ReNew Shareholders generally, as set out under the section entitled “Interests of ReNew Non-Employee Directors and Executive Officers” in paragraph 6 of Part VII (Additional Information).

For the reasons above as well as the fact that the Special Committee on behalf of ReNew believes that the Transaction Agreement, the Scheme and the Acquisition, are substantively and procedurally fair to, and in the best interests of, ReNew, the Special Committee on behalf of ReNew believes that it is appropriate for ReNew to undertake the Acquisition and the going private transaction at this time.

Except as set out in paragraph 10 of Part II (US Special Factors), no director who is not an employee of ReNew has retained an unaffiliated representative to act solely on behalf of the ReNew Shareholders for the purposes of negotiating the terms of the Acquisition and/or to prepare a report concerning the fairness of the Acquisition.

 

5	Effects of the Acquisition

 

(a)

Effects of the Acquisition with respect to ReNew

Company Privately Held; Delisting from Nasdaq; Termination of SEC Registration

The ReNew Shares are currently listed on Nasdaq under the symbol “RNW.” It is expected that, following the consummation of the Acquisition, ReNew will cease to be a publicly traded company and will instead become a private company beneficially owned by the members of the Consortium and the Rollover Shareholders (if any). Following the completion of the Acquisition, the ReNew Shares will cease to be listed on any securities exchange or quotation system, including Nasdaq, and price quotations with respect to sales of the ReNew Shares in the public market will no longer be available. In addition, 90 days after the filing of Form 15 in connection with the completion of the Acquisition or such shorter period as may be determined by the SEC, registration of the ReNew Shares under the Exchange Act will be terminated, and ReNew will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. As a result of no longer being required to make SEC filings, ReNew will no longer incur costs and expenses of complying with such laws. After the completion of the Acquisition, the current ReNew Shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide, including reporting obligations for directors, officers and principal securities holders of ReNew.

 

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Upon the Scheme becoming Effective, the Cash-Out Shares will be transferred to the Purchaser and/or its nominees by means of a form of transfer or other instrument or instruction of transfer and to give effect to such transfers, any person may be appointed by the Purchaser as attorney and/or agent. The Cash-Out Shares will be transferred in exchange for the right to receive the Consideration, in cash, without interest and net of any applicable withholding taxes. Rollover Shareholders will continue to hold their Rollover Shares. As a result, current ReNew Shareholders, other than the members of the Consortium and the Rollover Shareholders, will no longer have any equity interest in, or be shareholders of, ReNew upon completion of the Acquisition. As a result, the current ReNew Shareholders, other than the members of the Consortium and the Rollover Shareholders, will not have the opportunity to participate in the earnings and growth of ReNew and they will not have the right to vote on corporate matters. Similarly, the current ReNew Shareholders, other than the members of the Consortium and the Rollover Shareholders, will not be exposed to the risk of loss in relation to their investment in ReNew.

Management

If the Acquisition is completed, it is expected that the current directors on the ReNew Board (other than Mr. Sumant Sinha and CPP Investments’ nominee directors) shall resign and new directors shall be appointed in accordance with the terms of the Shareholders Agreement. Awards held by employees or directors of ReNew (including Mr. Sumant Sinha) will be subject to the treatments described more fully in the section entitled “ReNew Equity Awards” in paragraph 14 of Part III (Explanatory Statement).

 

(b)

Effects of the Acquisition with respect to the Consortium

If the Acquisition is consummated, the members of the Consortium, together with the Rollover Shareholders, will beneficially own all of the issued share capital of ReNew.

The benefits of the Acquisition to the Consortium include the fact that, following the completion of the Acquisition, the interest of the members of the Consortium in ReNew’s net book value and net earnings would, collectively with that of all Rollover Shareholders, equal 100 per cent., and the members of the Consortium, together with the Rollover Shareholders, would be entitled to all benefits resulting from that interest, including all income generated by ReNew’s operations and any future increase in ReNew’s value. The table below sets out the indirect interest in ReNew’s net book value and net loss for each member of the Consortium before and after the Acquisition, based on the historical net book value and net profit of ReNew as of 31 March 2026 and for the 12 months ended 31 March 2026, respectively.

 

		Ownership Prior to the Acquisition																Ownership After the Acquisition(2)
		Net Book Value								Net Profit								Net Book Value								Net Profit
Name		USD Mn				%				USD Mn				%(1)				USD Mn				%				USD Mn				%(1)
CPP Investments(3)			715				53.4	%			59				53.4	%			1,001				74.7	%			83				74.7	%
Sumant Sinha			39				2.9	%			3				2.9	%			39				2.9	%			3				2.9	%

 

Notes:

(1)	Ownership percentages are based on Class A Ordinary Shares, Class B Ordinary Shares, Class C Ordinary Shares and Class D Ordinary Share outstanding as of 31 March 2026, excluding potential dilution of unexercised Awards.

(2)	Assuming none of the Scheme Shareholders, other than JERA Nex and Platinum Cactus, elects for the Rollover.

(3)	Includes ownership of the Purchaser.

 

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Former ReNew Shareholders who are not Rollover Shareholders would thereafter have no opportunity to participate in the earnings and growth of ReNew and would not have any right to vote on corporate matters. Similarly, after the consummation of the Acquisition, the members of the Consortium and the Rollover Shareholders would also bear responsibility for funding ReNew’s business, the entire risk of losses generated by ReNew’s operations and any decrease in the value of ReNew, and former ReNew Shareholders (other than the Rollover Shareholders) would not be subject to the risks associated with ReNew’s business and face the risk of losses generated by ReNew’s operations or decline in the value of ReNew.

 

6	Primary Benefits and Detriments of the Acquisition

 

(a)

Benefits of the Acquisition to Cash-Out Shareholders

The primary benefits of the Acquisition to Cash-Out Shareholders include, without limitation, the following:

 

•

their receipt following the completion of the Acquisition of USD 7.02 per Cash-Out Share, in cash, representing a premium of:

 

•

12.5% to the closing share price of USD 6.24 per ReNew Share on 28 May 2026 (being the last day of trading prior to the public announcement of the Initial Proposal made by the Consortium);

 

•

24.7% to the volume-weighted average price of USD 5.63 per ReNew Share for the one-month period ended 28 May 2026;

 

•

32.5% to the volume-weighted average price of USD 5.30 per ReNew Share for the three-month period ended 28 May 2026; and

 

•

30.5% to the volume-weighted average price of USD 5.38 per ReNew Share from 15 December 2025 (being the date on which the Former Transaction Announcement was published) to 28 May 2026;

 

•

they will no longer be subject to the risks related to ReNew’s business, including the risks associated with the construction and development of ReNew’s projects, environmental conditions, changes in applicable tariffs and regulation, and the risk of volatility in the market prices for ReNew Shares, in each case with respect to their Cash-Out Shares; and

 

•

all-cash consideration will provide them with liquidity and certainty of value not currently available in the public market.

 

(b)

Detriments of the Acquisition to Cash-Out Shareholders

Detriments of the Acquisition to Cash-Out Shareholders include:

 

•

unless such Cash-Out Shareholders hold any Rollover Shares (including as a result of the operation of clause 3.14 of the Scheme), they will no longer have any interest in ReNew and as a result will not benefit from any future growth in the revenues, profitability, or overall value of ReNew, and will not be entitled to receive any dividends that ReNew might pay on its equity shares in the future;

 

88

•

the receipt of cash pursuant to the Acquisition will generally be a taxable transaction for U.S. federal income tax purposes. As a result, a U.S. Holder of the Cash-Out Shares who receives cash in exchange for all of such U.S. Holder’s Cash-Out Shares in the Acquisition generally will be required to recognise gain as a result of the Acquisition for U.S. federal income tax purposes if the amount of cash received exceeds such U.S. Holder’s aggregate adjusted tax basis in such Cash-Out Shares. The receipt of cash pursuant to the Acquisition may also be a taxable transaction under other applicable tax laws; and

 

•

payment of the Consideration to a Cash-Out Shareholder or a Beneficial Cash-Out Shareholder who is a Non-Small Shareholder may be required by Indian law to be paid subject to withholding or deduction on account of Indian tax.

 

(c)

Benefits of the Acquisition to ReNew’s Directors and Executive Officers

Benefits of the Acquisition to ReNew Directors and executive officers include:

 

•

Awards held by the ReNew Directors and executive officers of ReNew (including Mr. Sumant Sinha) will be subject to the treatments as set out in further detail in the section entitled “ReNew Equity Awards” in paragraph 14 of Part III (Explanatory Statement);

 

•

the post-closing management compensation arrangements agreed between the Consortium and ReNew applicable to senior members of ReNew’s management (other than Mr. Sumant Sinha), including the grant of new incentive awards under the New Incentive Plan, as further described in the section entitled “Post-Closing Management Compensation Arrangements” in paragraph 15 of Part III (Explanatory Statement) and the section entitled “Interests of ReNew Non-Employee Directors and Executive Officers” in paragraph 6 of Part VII (Additional Information);

 

•

continued indemnification rights, rights to advancement of fees, and directors’ and executive officers’ liability insurance, which will continue to be provided to the existing directors and executive officers of ReNew following the completion of the Acquisition. See the section entitled “Indemnification of ReNew Directors and Executive Officers” in paragraph 6 of Part VII (Additional Information) of this document;

 

•

the expected continuation of service of the executive officers of ReNew in positions that are substantially similar to their current positions; and

 

•

the employment of Mr Sumant Sinha as ReNew’s Chairman and Chief Executive Officer shall be governed by the New CEO Service Agreement.

 

(d)

Detriments of the Acquisition to ReNew’s Directors and Executive Officers

The primary detriments of the Acquisition to ReNew Directors and executive officers include, without limitation, the following:

 

•

directors and executive officers who currently hold Cash-Out Shares will no longer hold those Cash-Out Shares and, unless they are Rollover Shareholders, will not benefit from any future growth in the revenues, profitability, or overall value of ReNew, and will not be entitled to receive any dividends that ReNew might pay on its equity shares in the future;

 

89

•

the current directors on the ReNew Board (other than Mr. Sumant Sinha and CPP Investments’ nominee directors) will resign and new directors will be appointed in accordance with the terms of the Shareholders Agreement; and

 

•

directors’ and executive officers’ receipt of cash pursuant to the Acquisition will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under other applicable tax laws.

 

(e)

Benefits of the Acquisition to the Consortium

Benefits of the Acquisition to the Consortium include the following:

 

•

ReNew is expected to be substantially owned by members of the Consortium, which will receive substantially all the benefits from any future growth in the revenues, profitability, or overall value of ReNew, including the entitlement to receive any dividends or other distributions that ReNew might pay on its equity shares in the future;

 

•

The members of the Consortium, taken together, are expected to have significant power and flexibility to take such actions, as shareholders of a private company, which they consider beneficial to further the business and prospects of ReNew; and

 

•

A reduction in the costs associated with public company reporting and compliance.

 

(f)

Detriments of the Acquisition to the Consortium

The primary detriments of the Acquisition to the Consortium include the following:

 

•

The members of the Consortium will bear substantial risks related to ReNew’s business, including the risks associated with the construction and development of ReNew’s projects, environmental conditions, changes in applicable tariffs and regulation.

 

(g)

Risks relating to the Rollover

Eligible Scheme Shareholders that successfully elect for the Rollover will be subject to significant risks and uncertainties as set out in further detail in the section entitled “Risks relating to the Rollover” in paragraph 6 of Part III (Explanatory Statement).

 

7	Plans for ReNew after the Acquisition

It is currently intended that, following the Scheme becoming Effective, ReNew will be subject to a Reorganisation such that such remaining ReNew Shareholders and any further ReNew Shareholders at that time will become direct shareholders of ReNew India, ReNew’s direct private subsidiary incorporated in India. As a consequence, Rollover Shareholders will be required to comply with Indian regulatory and administrative requirements in order to hold and deal in shares of an Indian company, which will include, among other things, the requirements to obtain an Indian Permanent Account Number and to open a demat (electronic) account with a custodian to enable the Rollover Shareholders to hold the shares of ReNew India, which may require the Rollover Shareholders to submit apostilled and/or notarised (if applicable) personal documentation. Investment by a Rollover Shareholder having any direct or indirect ownership by a citizen or an entity of a country sharing a land border with India and not requiring prior government approval under the provisions of the NDI Rules, will be subject to reporting requirements specified by the Reserve Bank of India. Further details of the Reorganisation are set out in the section entitled “Proposed Reorganisation” in paragraph 7 of Part III (Explanatory Statement) of this document, as well as the Reorganisation Structure Paper as set out in Annex F to this document and Reorganisation Wrapper Deed as set out in Annex E to this document. The governance and other affairs of ReNew and ReNew India will be governed by a Shareholders’ Agreement. Further details of the Shareholders’ Agreement are set out in the section entitled “Key Terms of the Shareholders’ Agreement” in paragraph 7 of Part III (Explanatory Statement) of this document, and as set out in Annex D to this document.

 

90

CPP Investments and its Affiliates continually evaluate capital structuring and investment opportunities. Accordingly, following completion of the Acquisition, CPP Investments and/or its Affiliates may potentially pursue transactions involving the transfer, sale or syndication of all or a portion of their interest in ReNew (and/or interest in ReNew India and its subsidiaries following completion of the Reorganisation) to one or more third-party investors. Prior to completion of the Acquisition, CPP Investments and/or its Affiliates may consider, explore or discuss with potential third-party investors about such potential transactions, and may require the assistance from ReNew in providing certain due diligence materials required by any such third-party investor (subject at all times to applicable legal and regulatory requirements). No agreement has been entered into in respect of any such transaction and any such transaction would be subject to applicable legal and regulatory requirements and the requirements under the Shareholders’ Agreement.

The Consortium and (with effect from completion of the Acquisition) the board of directors of ReNew at the time will evaluate the business and operations of ReNew prior to and following the consummation of the Acquisition and will consider which changes, if any, would be desirable following the consummation of the Acquisition. Possible changes could include changes in ReNew’s business, corporate structure, organisational documents, capitalisation, board of directors and management. Any changes will be considered in light of the then prevailing circumstances of ReNew and its business operations and the Consortium reserves the right to change their plans and intentions at any time, as deemed appropriate. The Consortium currently anticipate that ReNew’s operations following completion of the Acquisition will initially be conducted substantially as they are currently being conducted (except that ReNew will cease to be a public company and will undergo the Reorganisation). Notwithstanding the foregoing, following the Acquisition, as part of its long-term corporate goal of optimising value, the Consortium and (with effect from completion of the Acquisition) the board of directors of ReNew at the time may consider a range of alternatives, including an extraordinary corporate transaction (such as a sale or listing of ReNew and/or any of its subsidiaries on one or more stock exchanges) following the Acquisition, the purchase, sale or transfer of a material amount of assets of ReNew and/or any of its subsidiaries or other strategic transactions, if the Consortium and the board of directors of ReNew at the time conclude that such transactions or other activities are desirable. Except as otherwise disclosed in this document, as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that the Consortium or the board of directors of ReNew at the time will or will not decide to undertake any such alternatives. The Consortium expressly reserves the right to make any changes to ReNew’s operations after consummation of the Acquisition that it deems appropriate.

If, for any reason, the Acquisition is not consummated, the members of the Consortium reserve the right to acquire additional ReNew Shares through private purchases, market transactions, tender or exchange offers or otherwise on terms and at prices that may be more or less favourable than those contemplated by the Transaction Agreement, or, subject to any applicable legal restrictions, to dispose of any or all ReNew Shares acquired by them.

Except as described above or elsewhere in this document (including the Scheme Resolutions, the Shareholders’ Agreement and the Transaction Agreement) and except for the Acquisition and Reorganisation (further details of which are set out in the section entitled “Proposed Reorganisation” in paragraph 7 of Part III (Explanatory Statement) of this document), none of the members of the Consortium have any present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving ReNew or any of its subsidiaries (such as a merger, reorganisation, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any change in the ReNew Board or management, (iii) any material change in ReNew’s capitalisation or dividend policy, (iv) any other material change in ReNew’s corporate structure or business, (v) any class of equity securities of ReNew being delisted from a national securities exchange or ceasing to be authorised to be quoted in an automated quotation system operated by a national securities association or (vi) any class of equity securities of ReNew becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

 

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8	Alternatives to the Acquisition

The Special Committee noted that:

 

•

on 10 December 2024, the Company received a non-binding offer from the Former Consortium to acquire the entire issued and to be issued share capital of the Company not already owned by members of the Former Consortium, for cash consideration of USD 7.07 per share;

 

•

the Former Consortium highlighted in its proposal that no member of the Former Consortium that is an existing shareholder of the Company intends to sell its shares in the Company to any third party or otherwise support a transaction with a third party that would be an alternative to its proposal;

 

•

on 2 July 2025, the Company received a revised non-binding offer from the Former Consortium for the proposed acquisition, whereby the Former Consortium increased the proposed cash consideration to USD 8.00 per share;

 

•

on 10 October 2025, after an extensive and comprehensive period of due diligence by the Former Consortium, as well as extensive negotiations of terms for the proposed acquisition, and the exchange of multiple drafts of the transaction agreement for the proposed acquisition between the Company and the Former Consortium, the Former Consortium made a final non-binding offer for the proposed acquisition, whereby the proposed cash consideration was increased to USD 8.15 per share;

 

•

on 28 October 2025, the Company announced that it had reached an agreement in principle on the key financial terms of the proposed acquisition with the Former Consortium, subject to agreeing the remaining terms and conditions of the proposed acquisition and completion of confirmatory due diligence of the Former Consortium;

 

•

on 15 December 2025, certain members of the Former Consortium filed an amended beneficial ownership report on Schedule 13D with the SEC, disclosing that Masdar had confirmed to the other members of the Former Consortium that it had withdrawn from the Former Consortium. As a result, the Former Consortium could not proceed with the proposed acquisition;

 

•

On 28 May 2026, the Company received a non-binding offer from the Consortium to acquire the entire issued and to be issued share capital of the Company not already owned by members of the Consortium, for cash consideration of USD 6.75 per share. This offer from the Consortium also allowed those shareholders who are eligible to participate in the Rollover, whereby they may elect to retain their shareholding in ReNew, albeit in a private structure (subject to certain regulatory constraints); and

 

•

On 27 July 2026, the Company received a revised non-binding offer from the Consortium for the proposed acquisition, whereby the Consortium increased the proposed cash consideration to USD 7.02 per share. On 6 August 2026, the Consortium subsequently reaffirmed that USD 7.02 per share represented its best and final proposal and that it did not, at that time, intend to sell any shares to any third party in any alternative takeover transaction.

 

92

The Special Committee noted (i) that the Initial Proposal had been publicly announced on 28 May 2026 and was therefore known to the market in general, and would continue to be known to the market through and after the execution of the Transaction Agreement, (ii) the process to explore strategic alternatives conducted by the Special Committee before and after announcement of the Initial Proposal (see section entitled “Extensive Exploration of Strategic Alternatives” in Part II (US Special Factors) of this document for details), (iii) that since ReNew’s receipt of the proposals from the Former Consortium and the Initial Proposal on 28 May 2026, ReNew has not received any offer from any third party for a merger or consolidation of ReNew with another company, the sale or transfer of all or substantially all of ReNew’s assets, or the purchase of all of the ReNew Shares, or a sufficient number of ReNew Shares to enable such third party to exercise control of or significant influence over ReNew, and (iv) that members of the Consortium beneficially own approximately     per cent. of the outstanding ReNew Shares, on a fully diluted basis, control approximately     per cent. of the total voting power in ReNew, and indicated to the Special Committee that they were only interested in pursuing the transaction outlined in the Initial Proposal and were not interested in selling their ReNew Shares to any third party in an alternative takeover proposal. Based on the foregoing, the Special Committee determined that there was no alternative transaction to the Acquisition.

The Special Committee also considered the advisability of rejecting the offers from the Consortium and allowing ReNew to remain as a publicly traded company. However, based on the considerations set forth under the sections entitled “Reasons for the Recommendation” in paragraph 4 of Part II (US Special Factors) and “Background to, and reasons for, the Acquisition and Benefit to Cash-Out Shareholders” in paragraph 3 of Part III (Explanatory Statement), the Special Committee concluded that remaining as a public company would be less favourable than the Acquisition as a means to enhance the value for ReNew Shareholders.

 

9	Effects on ReNew if the Acquisition Were Not Completed

ReNew is not currently aware of any reason why the Acquisition will not be completed as contemplated by the Transaction Agreement. If the Acquisition were not completed for any reason, Cash-Out Shareholders would not receive the Consideration that is contemplated by the Transaction Agreement and the Scheme. Instead, ReNew would remain a publicly traded company and the ReNew Shares would continue to be listed and traded on Nasdaq for so long as ReNew continued to meet Nasdaq’s listing requirements. The current ReNew Shareholders would therefore continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of ReNew Shares. The effect of these risks and opportunities on the future value of the ReNew Shares cannot be predicted with any certainty. There is also a risk that the market price of ReNew Shares would decline if the Acquisition were not completed, based on an assumption that the current market price reflects an expectation on the part of investors that the Acquisition will be completed.

If the Acquisition were not completed for any reason, the Special Committee could be expected thereafter to evaluate and review the business, operations, and capitalisation of ReNew and make such changes as it deemed appropriate. If the Acquisition were not completed for any reason, it is possible that no other comparable transaction acceptable to ReNew would be offered, and that ReNew’s business, prospects, and results of operations would be adversely affected. In addition, ReNew will have incurred significant transaction costs, its continuing business relationships with offtakers, financial institutions, third-party service providers, and employees may be adversely affected, the market’s perceptions of ReNew’s prospects could be adversely affected.

 

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10

Fairness

 

(a)

ReNew

Under the SEC rules governing “going-private” transactions, ReNew is required to express its beliefs as to the substantive and procedural fairness of the Acquisition to the Scheme Shareholders. ReNew evaluated the potential existence of any potential conflict of interest with respect to: (i) Mr. Sinha (in light of Mr. Sinha being the founder, and a shareholder, of ReNew, Mr. Sinha’s position as Chief Executive Officer of ReNew and Chairman of the ReNew Board, and Mr. Sinha’s position as a member of the Consortium); (ii) William Bowen Shepheard Rogers and Pushkar Kulkarni (in light of Mr. Rogers and Mr. Kulkarni being CPP Investments’ nominee directors on the ReNew Board); (iii) Yuzhi Wang (in light of Mr. Wang being Platinum Cactus’ nominee director on the ReNew Board); (iv) Mr. Richard Scott (in light of Mr. Scott being the observer appointed by JERA Nex to the ReNew Board) and (v) Ms. Vaishali Nigam Sinha (in light of Ms. Sinha, a co-founder of the Company, being the observer appointed by Mr. Sinha to the ReNew Board), and has implemented appropriate governance measures to enhance and protect the independence of deliberations by the ReNew Board, which measures included the formation of the Special Committee, which excluded Mr. Sinha, Mr. Rogers, Mr. Kulkarni, Mr. Wang , Mr. Scott and Ms. Sinha, for the purposes of (among other matters) considering, negotiating the terms of and approving the Acquisition. The Special Committee believes that sufficient procedural safeguards were and are present to ensure that the Acquisition is procedurally fair to the Scheme Shareholders and to permit the Special Committee to represent effectively the interests of such Scheme Shareholders. These procedural safeguards include the following, which are not listed in any relative order of importance:

 

•

the consideration and negotiation of the Transaction Agreement was conducted entirely under the control and supervision of the Special Committee, which consists of five independent directors, each of whom is an outside, non-employee director;

 

•

pursuant to the terms of reference of the Special Committee, the key powers and authorities of the Special Committee include (but are not limited to) the ability to:

 

•

explore and evaluate all strategic capitalisation / financing opportunities available to the Company, including the proposal received from the Consortium;

 

•

review, evaluate and negotiate the terms and conditions of the Acquisition or any strategic alternative;

 

•

recommend any such strategic alternatives to the ReNew Board;

 

•

determine not to pursue the Acquisition or recommend to the ReNew Board that ReNew not pursue any strategic alternative; and

 

•

otherwise take any and all actions deemed necessary, proper, desirable, advisable or appropriate in the interests of both ReNew and the minority ReNew Shareholders in connection with the Acquisition,

together with a number of other ancillary powers and authorities to allow the Special Committee to evaluate the Acquisition and strategic alternatives;

 

•

in considering the transaction with the Consortium, the Special Committee acted solely to represent the interests of the ReNew Shareholders (including, in particular, the Unaffiliated Shareholders), and the Special Committee had independent control of the extensive negotiations with the Consortium and its legal advisers on behalf of the ReNew Shareholders;

 

94

•

the Special Committee members during the entire process were and are independent directors and free from any affiliation with the Consortium; in addition, none of such Special Committee members are or ever were an employee of ReNew or any of its subsidiaries or Affiliates and none of such directors have any financial interest in the Acquisition that is different from that of the ReNew Shareholders other than the Special Committee members’ receipt of fees payable on a quarterly basis in respect of their membership of the Special Committee and the fee payable to the chair of the Special Committee for additional responsibilities required in respect of such position (none of which are contingent upon the completion of the Acquisition or the Special Committee’s recommendation of the Cash Offer), the acceleration and/or cash cancellation of their unvested Awards and their indemnification and liability insurance rights under the Transaction Agreement;

 

•

the Special Committee was assisted in negotiations with the Consortium and in its evaluation of the Cash Offer by Rothschild & Co as its financial adviser and Linklaters as its legal adviser;

 

•

the Special Committee met on numerous occasions to consider and discuss the interest from the Consortium and other strategic and financing alternatives, including to consider and review the terms of the Transaction Agreement and the transactions contemplated therein;

 

•

the Special Committee’s ability, under certain circumstances set out in the Transaction Agreement, including in the event that ReNew receives a Competing Proposal which the Special Committee determines in good faith constitutes a Superior Proposal, to change, withhold, withdraw, qualify or modify the Special Committee recommendation that the ReNew Shareholders vote to authorise and approve the Scheme and the Scheme Resolution in connection with the Acquisition, as well as to terminate the Transaction Agreement in order to implement such Superior Proposal. Further details of the circumstances in which the Special Committee may change its recommendation and in which the Transaction Agreement may be terminated are set out in the sections entitled “Changes in Special Committee Recommendation” and “Termination” in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document;

 

•

the Special Committee notes that members of the Consortium had indicated to the Special Committee that they were only interested in pursuing the transaction outlined in the Initial Proposal and were not interested in selling their ReNew Shares to any third party in an alternative takeover proposal;

 

•

at the Court Meeting, the Scheme will be approved by Scheme Shareholders if both (i) a majority in number of Scheme Shareholders who vote (either in person or by proxy) in favour of the Scheme and (ii) Scheme Shares representing at least 75 per cent. in value of the total number of Scheme Shares voted at the Court Meeting are voted in favour of the Scheme;

 

•

at the General Meeting, the Scheme Resolution must be approved by ReNew Shareholders representing at least 75 per cent. of the votes cast, either in person or by proxy; and

 

•

the Special Committee has not been disbanded and remains empowered to evaluate on an ongoing basis whether the Acquisition remains in the best interests of ReNew Shareholders (including, in particular, the Unaffiliated Shareholders).

The Special Committee also considered a variety of potentially negative factors concerning the Transaction Agreement and the Acquisition, including the following, which are not listed in any relative order of importance:

 

95

•

Shareholder Participation in Future Growth. The nature of the Acquisition means that the Cash-Out Shareholders will have no ongoing equity participation in ReNew following the Acquisition, and they will cease to participate in ReNew’s future earnings or growth, if any, or to benefit from increases, if any, in the value of Cash-Out Shares, and will not participate in any potential future sale of ReNew to a third party, in each case with respect to their Cash-Out Shares.

 

•

Interim Covenants on Business Pending the Completion of the Acquisition. Covenants regarding the conduct of ReNew’s business prior to the completion of the Acquisition, which may delay or prevent ReNew from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of ReNew pending completion of the Acquisition.

 

•

Other Interests. The possibility that the Consortium and ReNew’s officers and directors may have interests in the Acquisition that are different from, or in addition to, those of the other ReNew Shareholders.

 

•

No Assurance the Acquisition will be Completed. While the Acquisition is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the Acquisition under the Transaction Agreement will be satisfied and, as a result, it is possible that the Acquisition may not be completed even if the ReNew Shareholders authorise and approve it. Each of CPP Investments and ReNew has the right to terminate the Transaction Agreement in certain circumstances. The Transaction Agreement may be terminated, amongst other instances, (i) by mutual written agreement of ReNew and CPP Investments; (ii) if the Effective Date has not occurred by the Long Stop Date; (iii) if the required shareholder approvals at the Court Meeting or the General Meeting are not obtained; (iv) if the Court declines to sanction the Scheme; (v) in the event of a Company Adverse Recommendation Change having occurred; (vi) if there is any breach by either ReNew or by any member of the Consortium (as applicable) causing certain Conditions not to be satisfied; or (vii) if this document is not distributed to ReNew Shareholders in accordance with the Transaction Agreement. Further details of the termination rights are set out under the heading “Termination” in Part IV (Conditions to and Further Terms of the Scheme and the Acquisition) of this document. Accordingly, there is no certainty, nor can ReNew provide any assurance, that the Transaction Agreement will not be terminated by either CPP Investments or ReNew before the completion of the Acquisition.

 

•

Risks Associated with Failure to Complete the Acquisition. There are significant risks to ReNew if the Acquisition does not close, including that (i) ReNew will have incurred significant transaction costs, (ii) ReNew’s continuing business relationships with offtakers, financial institutions, third-party service providers, and employees may be adversely affected, (iii) the trading price of the ReNew Shares could be adversely affected, (iv) the market’s perceptions of ReNew’s prospects could be adversely affected, (v) the ReNew Directors and ReNew’s senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction, (vi) the failure to complete the Acquisition, or the public perception that the Acquisition may not be completed, could result in a downgrade of ReNew’s credit ratings by one or more rating agencies, which could increase ReNew’s borrowing costs and adversely affect its ability to access the debt capital markets on favourable terms, (vii) ReNew cannot assure investors or the markets of the continued availability of primary capital, whether through the public equity or debt capital markets or otherwise, to fund ReNew’s development pipeline and sustain its future growth, particularly having regard to the uncertainties that may arise from a failed transaction, and (viii) ReNew’s future growth is highly contingent upon the continued availability of capital recycling opportunities at attractive multiples, and there can be no assurance that such opportunities will remain available on terms that are favourable to ReNew or at all.

 

96

In evaluating the Acquisition, the Special Committee considered, among other things:

 

•

the Company’s historical share price and trading performance;

 

•

equity research analysts’ views and price targets for the Company;

 

•

details of the Company’s cost of capital;

 

•

valuation analyses, including based on the market value and trading multiples of comparable public companies, transaction multiples and premia paid in comparable precedent transactions, dividend discount model analysis; and

 

•

the Management Projections.

The foregoing discussion of information and factors considered by the Special Committee is not intended to be exhaustive but includes a number of the factors considered by the Special Committee. In view of the wide variety of factors considered by the Special Committee, the Special Committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously authorised and approved the Transaction Agreement, the Scheme and the Acquisition, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the Consideration to the holders of the Cash-Out Shares and its decision to recommend the authorisation and approval of the Transaction Agreement, the Scheme and the Acquisition, the Special Committee considered financial analyses presented by Rothschild & Co. The Special Committee believes that it is reasonable and appropriate to consider the opinion from Rothschild & Co in its determination as to the fairness, from a financial point of view, of the Consideration payable in the Acquisition to the holders of the Cash-Out Shares, because the opinion addressed the fairness, from a financial point of view, of the Consideration proposed to be paid to the holders of Cash-Out Shares pursuant to the terms of the Transaction Agreement. To the extent that an affiliated security holder may exist other than the members of the Consortium and their respective Affiliates, the consideration to be received by such affiliated security holder is identical in all respects as the consideration to be received by Cash-Out Shareholders. The Special Committee expressly reviewed, assessed, and adopted these analyses and opinions, amongst other factors considered, in reaching its determination as to the fairness of the transactions set out in the Transaction Agreement, including the Acquisition.

The Special Committee considered the historical market prices of the ReNew Shares as described under the section entitled “Market quotations” in paragraph 3 of Part VII (Additional Information). The Special Committee therefore considered these to be positive factors and potential benefits of the Acquisition. ReNew is not aware of any firm offers made by any unaffiliated person, other than by the Consortium, a member of the Consortium or the Former Consortium (or a member thereof), during the past two years for (i) the merger or consolidation of ReNew with or into another company, or vice-versa; (ii) the sale or other transfer of all or any substantial part of the assets of ReNew; or (iii) a purchase of ReNew’s securities that would enable the holder to exercise control of ReNew.

 

97

The Special Committee also considered the purposes and reasons for ReNew to undertake the Acquisition at this time and concluded that the status of a privately held company will allow ReNew to reallocate management focus and financial resources to other strategic priorities absent the regulatory requirements imposed upon public companies. In addition, the Special Committee noted that it is currently intended that, following the Scheme becoming Effective, ReNew will be subject to a Reorganisation such that the remaining ReNew Shareholders (including the members of the Consortium and any Rollover Shareholders) and any further ReNew Shareholders at that time will become direct shareholders of ReNew India, ReNew’s direct private subsidiary incorporated in India. Further details of the Reorganisation are set out in the sections entitled “Plans for ReNew after the Acquisition” in paragraph 7 of Part II (US Special Factors) and “Proposed Reorganisation” in paragraph 7 of Part III (Explanatory Statement) of this document, as well as the Reorganisation Structure Paper as set out in Annex F to this document and Reorganisation Wrapper Deed as set out in Annex E to this document.

In reaching its determination that the Transaction Agreement, the Scheme and the Cash Offer are fair and reasonable and its decision to authorise and approve the Transaction Agreement, the Scheme and the Acquisition, and recommend the authorisation and approval of the Scheme and the Acquisition by the ReNew Shareholders, the Special Committee, on behalf of ReNew, considered the factors as described above under this section. During its consideration of the Transaction Agreement and the Acquisition, the Special Committee was also aware that some of the ReNew Directors and ReNew Shareholders have interests with respect to the Acquisition that are, or may be, different from, and/or in addition to those of the ReNew Shareholders generally, as set out under the section entitled “Interests of ReNew Non-Employee Directors and Executive Officers” in paragraph 6 of Part VII (Additional Information).

The Special Committee did not consider the liquidation value of ReNew in determining their view as to fairness of the Acquisition to the Unaffiliated Shareholders because the Special Committee considers ReNew to be a viable going concern and view the trading history of ReNew Shares as an indication of ReNew’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Acquisition.

The Special Committee did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Acquisition to the Unaffiliated Shareholders because they believed that net book value is not a material indicator of the value of ReNew as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Acquisition.

The Special Committee did not establish a going concern value for ReNew as a public company to determine the fairness of the Consideration to Unaffiliated Shareholders because, following the Acquisition, ReNew will have a significantly different capital structure.

For the reasons above as well as the fact that the Special Committee on behalf of ReNew believes that the Transaction Agreement, the Scheme and the Acquisition, are substantively and procedurally fair to, and in the best interests of, ReNew, the Special Committee on behalf of ReNew believes that it is appropriate for ReNew to undertake the Acquisition and the going private transaction at this time.

Except as set out in paragraph 10 of Part II (US Special Factors), no director who is not an employee of ReNew has retained an unaffiliated representative to act solely on behalf of the ReNew Shareholders for the purposes of negotiating the terms of the Acquisition and/or to prepare a report concerning the fairness of the Acquisition.

 

98

(b)

The Consortium

Under the SEC rules governing “going-private” transactions, the members of the Consortium may be deemed Affiliates of ReNew and, therefore, may be required to express their beliefs as to the substantive and procedural fairness of the Acquisition to the Unaffiliated Shareholders. The members of the Consortium are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act and, for each such person who is a director of ReNew, solely in his individual capacity and not as a director of ReNew. The views of the members of the Consortium as to the fairness of the Acquisition should not be construed as a recommendation to any ReNew Shareholders as to how the ReNew Shareholders should vote with respect to the Scheme at the Court Meeting or with respect to the Resolutions to be proposed at the General Meeting. The members of the Consortium have interests in the Acquisition that are different from, and/or in addition to, the Unaffiliated Shareholders.

The members of the Consortium believe that the interests of the Unaffiliated Shareholders were represented by the Special Committee, which negotiated the terms and conditions of the Transaction Agreement with the assistance of its independent legal and financial advisers. Although William Bowen Shepheard Rogers and Pushkar Kulkarni of CPP Investments and Sumant Sinha are members of the ReNew Board, they are not members of the Special Committee, and none of them or CPP Investments participated in the deliberations of the Special Committee regarding, nor have they received advice from the respective independent legal, financial or other advisers of the Special Committee as to, the fairness of the Acquisition. The members of the Consortium have not performed, or engaged a financial adviser to perform, any valuation or other analyses for the purposes of assessing the fairness of the Acquisition to the Unaffiliated Shareholders.

Based on, among other things, their respective knowledge and analysis of available information regarding ReNew, discussions with members of ReNew’s management regarding ReNew and its business, and the factors considered by, and the analyses and resulting conclusions of, the Special Committee discussed in the section of this document entitled “US Special Factors—Reasons for the Acquisition; Reasons for the Recommendation” (which analyses and resulting conclusions the members of the Consortium adopt), the members of the Consortium believe that the Acquisition, including the Consideration to be received by the Unaffiliated Shareholders pursuant to the Transaction Agreement, is fair to such security holders. In particular, the members of the Consortium considered the following factors, each of which, in their judgment, supports the views of the members of the Consortium as to the fairness of the Acquisition (not necessarily in order of relative importance):

 

•

The terms and conditions of the Transaction Agreement were reviewed, negotiated and approved by the Special Committee, which comprises solely independent directors who are unaffiliated with the Consortium.

 

•

In connection with taking the foregoing actions, the Special Committee was advised by its own advisers, including Linklaters, its independent legal counsel, and Rothschild & Co, its independent financial adviser, each of which has extensive experience in transactions similar to the transactions contemplated by the Transaction Agreement. On 11 August 2026, at a meeting of the Special Committee, Rothschild & Co rendered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Special Committee dated 11 August 2026, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Consideration payable to the holders of Cash-Out Shares in the Acquisition pursuant to the Transaction Agreement was fair to such holders from a financial point of view. The full text of Rothschild & Co’s written opinion, dated 11 August 2026, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, as set out in Annex B to this document and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained in this document is qualified in its entirety by reference to the full text of such opinion. Rothschild & Co’s financial advisory services and opinion were provided solely for the information and assistance of the Special Committee (in its capacity as such) and none of the members of the Consortium are entitled to, and did not, rely on such opinion.

 

99

•

The Consideration represents a premium of:

 

•

12.5% to the closing share price of USD 6.24 per ReNew Share on 28 May 2026 (being the last day of trading prior to the public announcement of the Initial Proposal made by the Consortium);

 

•

24.7% to the volume-weighted average price of USD 5.63 per ReNew Share for the one-month period ended 28 May 2026;

 

•

32.5% to the volume-weighted average price of USD 5.30 per ReNew Share for the three-month period ended 28 May 2026; and

 

•

30.5% to the volume-weighted average price of USD 5.38 per ReNew Share from 15 December 2025 (being the date on which the Former Transaction Announcement was published) to 28 May 2026.

 

•

The Acquisition is not subject to any financing condition, thus increasing the likelihood that the Acquisition will be consummated and the Consideration will be paid to the Cash-Out Shareholders.

 

•

The Acquisition will provide the ReNew Shareholders (other than the Existing Consortium Shareholders and the Rollover Shareholders) with the certainty of receiving cash consideration and liquidity for their ReNew Shares and remove the risk of any decrease in the value of ReNew.

 

•

The factors considered by the Special Committee in connection with the Special Committee’s recommendation, as more fully described in this document under the section entitled “Reasons for the Recommendation” in paragraph 4 of Part II (US Special Factors).

In addition, the members of the Consortium believe that the Acquisition is procedurally fair to the Unaffiliated Shareholders, based on the following factors (not necessarily in order of relative importance):

 

•

the terms and conditions of the Transaction Agreement, including the Consideration to be received by the Unaffiliated Shareholders pursuant to the Transaction Agreement, resulted from arms’-length, fair negotiations between the Special Committee and the Consortium;

 

•

the fact that the Special Committee had the full power and authority to negotiate the terms and conditions of any strategic transaction involving ReNew (including the Acquisition), including to reject any proposals made by the Consortium or any other person, and the recognition by Special Committee that it had no obligation to accept the Acquisition;

 

•

the fact that the Special Committee unanimously determined that the Transaction Agreement and the transactions contemplated thereby, including the Acquisition, are advisable, fair to, and in the best interests of, ReNew and the Unaffiliated Shareholders;

 

100

•

the fact that the Special Committee was fully informed about the extent to which the interests of the Existing Consortium Shareholders differed from those of the Unaffiliated Shareholders;

 

•

the fact that the Special Committee retained, and had the benefit of advice from, internationally recognised legal and financial advisers;

 

•

the fact that, although William Bowen Shepheard Rogers and Pushkar Kulkarni of CPP Investments and Sumant Sinha are members of the ReNew Board, they are not members of the Special Committee, and none of them or CPP Investments participated in the deliberations of the Special Committee regarding, nor have they received advice from the respective independent legal, financial or other advisers of the Special Committee as to, the fairness of the Acquisition;

 

•

The ReNew Shareholders will have sufficient time to make a decision whether or not to vote to approve the Scheme because a period of at least 25 days will elapse between the date this document is mailed to ReNew Shareholders and the date of the Court Meeting.

 

•

The Acquisition cannot be consummated unless a majority in number of the Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares (or relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting that may be required by the Court or at any adjournment of any such meeting.

The Consortium did not consider the liquidation value of ReNew in determining their view as to fairness of the Acquisition to the Unaffiliated Shareholders because the Consortium considers ReNew to be a viable going concern and view the trading history of ReNew Shares as an indication of ReNew’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Acquisition.

The Consortium did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Acquisition to the Unaffiliated Shareholders because they believed that net book value is not a material indicator of the value of ReNew as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Acquisition.

The Consortium did not establish a going concern value for ReNew as a public company to determine the fairness of the Consideration to Unaffiliated Shareholders because, following the Acquisition, ReNew will have a significantly different capital structure.

The members of the Consortium also considered the following factors, each of which the members of the Consortium considered negative in their considerations concerning the fairness of the terms of the Acquisition (not necessarily in order of relative importance):

 

•

If the Scheme is consummated, the current ReNew Shareholders (other than the Existing Consortium Shareholders and Rollover Shareholders) would cease to participate in the earnings and future growth, if any, of ReNew or benefit from increases, if any, in the value of ReNew.

 

•

The Consideration to be received by the ReNew Shareholders (other than the Existing Consortium Shareholders and Rollover Shareholders) in the Acquisition is generally taxable to such shareholders.

 

•

The ownership by members of the Consortium as of the Latest Practicable Date of approximately     per cent. of the outstanding share capital of ReNew may preclude competing offers from third parties.

 

101

•

Certain directors and executive officers of ReNew have actual or potential conflicts of interest in connection with the Acquisition. See the section entitled “Interests of ReNew Non-Employee Directors and Executive Officers” in paragraph 6 of Part VII (Additional Information).

After weighing these negative factors and giving them due consideration, the members of the Consortium concluded that none of these factors, alone or in the aggregate, is significant enough to outweigh the factors and analyses that the members of the Consortium considered to support their belief that the Acquisition is fair to the Unaffiliated Shareholders.

The members of the Consortium did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching their conclusion as to fairness, but, rather, they considered all the foregoing factors as a whole. None of the members of the Consortium have performed or prepared, nor engaged a financial adviser to perform or prepare, any report, opinion, appraisal, valuation or other analysis for the purpose of assessing the fairness of the Acquisition to the Unaffiliated Shareholders and did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Acquisition or the Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Acquisition to Unaffiliated Shareholders. Except as described elsewhere in this document and other than offers made by the Former Consortium, the members of the Consortium are not aware of, and thus did not consider, any offers made by unaffiliated third parties during the past two years with respect to (a) a merger or consolidation of ReNew with or into another company, (b) a sale of all or a substantial part of ReNew’s assets or (c) the purchase of ReNew’s voting securities that would enable the holder to exercise control over ReNew.

The foregoing discussion of the information and factors considered and given weight by the members of the Consortium is not intended to be exhaustive, but includes the factors considered by the members of the Consortium that they believe to be material.

The Consortium makes no recommendation as to how Scheme Shareholders should vote their shares relating to the Scheme. The Consortium attempted to negotiate the terms of a transaction that would be most favourable to them, and not to the Unaffiliated Shareholders and, accordingly, did not negotiate the Transaction Agreement with a goal of obtaining terms that were fair to such Unaffiliated Shareholders.

 

(c)

Certain Projected Financial Information

ReNew’s management does not, as a matter of course, make available to the public detailed financial forecasts or internal projections as to future performance, revenues, earnings or financial condition. However, ReNew’s management prepared certain financial projections for the financial years ending 31 March 2027 to 31 March 2035 (estimated) (the “Management Projections”) which were provided to the Special Committee and its financial adviser in connection with Special Committee’s evaluation of the Acquisition. These financial projections, which were based on the estimates of ReNew’s management of ReNew’s future financial performance as of the date provided, were prepared by ReNew’s management for internal use, and reviewed and approved by the Special Committee for use by its financial adviser in connection with its financial analyses and opinion, and were not prepared with a view towards public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or GAAP.

 

102

The Management Projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, ReNew’s management took into account historical performance, combined with estimates regarding revenue and operating performance including profit and loss, on the basis of ordinary course operations of ReNew. Although the projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by ReNew management that ReNew management believed were prepared on a reasonable basis, reflected the best estimates and judgments available at that time and presented, to the best of ReNew management’s knowledge and belief, the expected course of action and the expected future financial performance of ReNew. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results, and shareholders are cautioned not to place undue reliance on the prospective financial information. In addition, factors such as the development and construction of ReNew’s projects, environmental conditions, tariff regulation, risks associated with the operation and maintenance of ReNew’s projects, risks associated with obtaining and maintaining government approvals, the competitive environment, expectations regarding future acquisitions or any other transactions and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of our management, may cause actual future results to differ materially from the results forecasted in these financial projections.

In addition, the projections generally do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the projections do not give effect to the completion of the Acquisition or any changes to ReNew’s operations or strategy that may be implemented as a consequence of the Acquisition or otherwise after the time the projections were prepared. As a result, there can be no assurance that the projections will be realised, and actual results may be significantly different from those contained in the projections.

Neither ReNew, its independent registered public accounting firm, nor any other independent accountants have examined, compiled, or performed any procedures with respect to the financial projections or any amounts derived therefrom or built thereupon, nor have they given any opinion or any other form of assurance on such information or its achievability. The financial projections included in this document are included solely to give ReNew Shareholders access to certain information that was made available to the Special Committee and its financial adviser, and are not included in this document in order to induce any ReNew Shareholders to vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the General Meeting.

In developing the Management Projections, ReNew management made numerous assumptions about the industry in which ReNew participates, ReNew’s markets and products and ReNew’s ability to execute its plans. ReNew management prepared a set of financial projections for the financial years ending 31 March 2027 to 31 March 2035 (estimated) that forecasted ReNew’s business on the basis of the following assumptions:

 

•

Operating assumptions for independent power producer (“IPP”) business – existing assets

 

•

Approximately 11.0 GW of gross commissioned capacity by the end of the financial year ending 31 March 2026, on a gross basis including capacity attributable to projects held through joint ventures and therefore does not reflect ReNew’s proportionate share of the capacity of such joint venture projects.

 

•

ReNew’s existing IPP wind and solar assets have an average useful life of 30 years, with a current average age of approximately six years and no asset retirements during the ten-year forecast period.

 

•

Tariffs are fixed for the duration of the power purchase agreements from the start of asset commercial operations, resulting in annual revenues of approximately USD 1.0 billion and EBITDA that declines slightly from approximately USD 0.8 billion to approximately USD 0.7 billion throughout the forecast period.

 

103

•

No incremental capital expenditure for existing assets over the forecast period.

 

•

The existing asset portfolio includes three joint venture projects, with ReNew owning 51 per cent. equity interest. These projects are accounted for in the Management Projections at the EBITDA level, adjusted negatively to reflect EBITDA attributed to joint venture partners.

 

•

Operating assumptions for IPP business – new assets

 

•

Approximately 14.7 GW of gross new capacity additions from the financial year ending 31 March 2026 to the financial year ending 31 March 2035, averaging approximately 1.47 GW annually and approximately 13.1 GW of net new capacity additions after asset sales.

ReNew management’s assumption of such annual capacity additions is based on ReNew’s existing pipeline of pre-commissioning projects, adjusted for potential project cancellations or abandonment.

 

•

New assets are projected to generate approximately USD 0.9 billion of annual EBITDA in the financial year ending 31 March 2035.

 

•

Business plan assumes sale of operational assets from the financial year ending 31 March 2026 to the financial year ending 31 March 2029, providing additional funding for pipeline development over that period.

Sale proceeds are based on an assumed transaction multiple of approximately 9x EBITDA, consistent with historical realisations.

 

•

Other key assumptions, include the following:

 

•

Portfolio mix: 80 per cent. solar assets and 20 per cent. wind assets.

 

•

Average tariffs: approximately INR 2.62 / kWh for solar assets and approximately INR 3.84 / kWh for wind assets, averaging approximately INR 2.86 / kWh. The implied blended tariff for new assets is lower than for existing assets due to the higher proportion of solar assets assumed to be added as compared to the existing portfolio.

 

•

Plant load factor: approximately 31 per cent. for solar assets and approximately 34 per cent. for wind assets, averaging approximately 32 per cent.

 

•

Target project debt / equity funding ratio: 75 per cent. debt / 25 per cent. equity.

 

•

Manufacturing business

 

•

Total manufacturing capacity of 6.4 GW of modules (2.4 GW at the Dholera facility and 4.0 GW at the Jaipur facility (assuming both internal captive requirements and external sales)) and 6.5 GW of cell manufacturing capacity (2.5 GW at the Dholera facility and 4.0 GW at the Gujarat facility).

 

•

Revenue is projected to peak by the financial year ending 31 March 2030, driven by increased plant utilisation (assuming stable unit selling prices).

 

•

Revenue is projected to decline thereafter during the remainder of the forecast period based on market dynamics.

 

104

As used in this section, all references to “EBITDA” of a company for any given period means the earnings before interest, taxes, depreciation and amortisation of such company during such period and excludes the expense of stock-based compensation and other tax deductible expenses including integration-related costs and other one-time items and tax depreciation and amortisation.

The following table sets forth a summary of the Management Projections prepared by ReNew’s management and reviewed by the Special Committee in connection with its evaluation of the Acquisition. The figures presented below are shown on an effective basis and have been adjusted to exclude amounts attributable to interests held by joint venture partners.

 

Particulars		Unit				FY27E				FY28E				FY29E				FY30E				FY31E				FY32E				FY33E				FY34E				FY35E
Installed capacity			GW				13.3				14.1				15.1				16.2				17.2				18.4				19.8				21.4				23.3
EBITDA		$	m				1,037				1,149				1,185				1,242				1,296				1,345				1,407				1,485				1,572
Capex		$	m				1,038				661				752				598				605				703				826				945				1,068
Gross debt		$	m				8,819				9,014				9,180				9,259				9,307				9,417				9,596				9,851				10,168

 

(d)

Opinion of the Special Committee’s Financial Adviser

Introduction

The Special Committee retained Rothschild & Co as its financial adviser in connection with advising the Special Committee with respect to the potential sale, merger, take-private transaction or other business/strategic combination involving the Company, including, without limitation, the Acquisition. The Special Committee selected Rothschild & Co based on its qualifications, experience, reputation, and independence. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, capital raises and other transactions.

On 11 August 2026, at a meeting of the Special Committee held to evaluate the Acquisition and the other transactions contemplated by the Transaction Agreement, Rothschild & Co delivered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated 11 August 2026, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Consideration payable to the holders of Cash-Out Shares in the Acquisition pursuant to the Transaction Agreement was fair, from a financial point of view, to such holders.

The full text of Rothschild & Co’s written opinion, dated 11 August 2026, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this document and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained herein is qualified in its entirety by reference to the full text of such opinion.

 

105

Rothschild & Co’s opinion was provided for the benefit of the Special Committee in connection with and for the purpose of its evaluation of the Acquisition and the other transactions contemplated by the Transaction Agreement. Rothschild & Co’s opinion should not be construed as creating any fiduciary duty on Rothschild & Co’s part to any party. Rothschild & Co’s opinion was limited to the fairness, from a financial point of view, to the Cash-Out Shareholders of the Consideration payable to such holders in the Acquisition pursuant to the Transaction Agreement, and Rothschild & Co was not asked to, nor did it, offer any opinion as to the terms, other than the Consideration to the extent expressly set forth in its opinion, of the Acquisition, the Transaction Agreement or any other agreement entered into in connection with the transactions. Rothschild & Co expressed no opinion as to the price at which the Class A Ordinary Shares would trade at any future time. In addition, Rothschild & Co did not express any opinion as to the Company’s, the ReNew Board’s or the Special Committee’s underlying business decisions to engage in the Acquisition or the relative merits of the Acquisition as compared to any alternative transaction. Rothschild & Co’s opinion did not constitute a recommendation to the Special Committee as to whether to approve the Acquisition or a recommendation as to whether or not any ReNew Shareholder should vote or otherwise act with respect to the Acquisition or any other matter. In addition, Rothschild & Co was not asked by the Special Committee to address, nor did Rothschild & Co’s opinion address, (i) the fairness to, or any other consideration of, the holders of any class of securities (other than the Cash-Out Shareholders and then only to the extent expressly set forth in Rothschild & Co’s opinion), including the holders of Class B Ordinary Shares, Class C Ordinary Shares, Class D Ordinary Shares or creditors or other constituencies of the Company, (ii) the fairness to, or any other consideration of, the holders of the Rollover Shares or (iii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Consortium, the Company, or any class of such persons, whether relative to the Consideration pursuant to the Transaction Agreement or otherwise.

In connection with its opinion, Rothschild & Co, among other things:

 

•

reviewed a draft of the Transaction Agreement, dated 9 August 2026;

 

•

reviewed certain publicly available business and financial information that Rothschild & Co deemed to be generally relevant concerning the Company and the industry in which it operates, including certain publicly available research analyst reports and the reported price and historical trading activity for Class A Ordinary Shares;

 

•

compared the proposed financial terms of the transactions with the publicly available financial terms of certain transactions involving companies Rothschild & Co deemed generally relevant and the consideration received in such transactions;

 

•

compared the financial and operating performance of the Company with publicly available information concerning certain other public companies Rothschild & Co deemed generally relevant, including data relating to public market trading levels and implied trading multiples;

 

•

reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company, including the Management Projections; and

 

•

performed such other financial studies and analyses and considered such other information as Rothschild & Co deemed appropriate for the purposes of its opinion.

In addition, Rothschild & Co held discussions with certain members of the management of the Company regarding the Acquisition, the past and current business operations and financial condition and prospects of the Company, the Management Projections and certain other matters Rothschild & Co believed necessary or appropriate to its inquiry.

 

106

In arriving at its opinion, with the Special Committee’s consent, Rothschild & Co relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by the Company and its associates, affiliates and advisers, or otherwise reviewed by or for it, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of the Company, nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of the Company under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of the Company. At the direction of the Special Committee, Rothschild & Co used and relied upon the Management Projections for purposes of its opinion. In relying on the Management Projections, Rothschild & Co assumed, at the direction of the Special Committee and at the direction of the Company, that they were reasonably prepared by the management of the Company based on assumptions reflecting the best currently available estimates and judgments by the Company’s management and by the Special Committee as to the expected future results of operations and financial condition of the Company and that the financial results reflected in such Management Projections would be achieved at the times and in the amounts projected. Rothschild & Co did not express any view as to the reasonableness of the Management Projections and the assumptions on which they are based.

For purposes of rendering its opinion, Rothschild & Co assumed that the transactions contemplated by the Transaction Agreement would be consummated as contemplated in the Transaction Agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties would comply with all material terms of the Transaction Agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Acquisition, no material delays, limitations, conditions or restrictions would be imposed. For purposes of rendering its opinion, Rothschild & Co assumed that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of the Company since the date of the most recent financial statements and other information, financial or otherwise, relating to the Company made available to Rothschild & Co, and that there was no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the Acquisition, nor did its opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by the Company and its other advisers with respect to such issues. In arriving at its opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against the Company or any of its affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the Transaction Agreement would not differ in any material respect from the draft of the Transaction Agreement reviewed by it. Rothschild & Co’s opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date of the opinion and the conditions and prospects, financial and otherwise, of the Company as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of the Company. Although subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, Rothschild & Co does not have any obligation to update, revise or reaffirm its opinion.

 

107

Summary of Rothschild & Co’s Financial Analyses

The following represents a summary of the material financial analyses performed by Rothschild & Co, each of which is a standard valuation methodology customarily undertaken in transactions of this type, in connection with providing its opinion, dated 11 August 2026, to the Special Committee. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. No one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild & Co. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild & Co was based on all analyses and factors taken as a whole and also on application of Rothschild & Co’s experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Some of the summaries of financial analyses performed by Rothschild & Co include information presented in tabular format. In order to fully understand the financial analyses performed by Rothschild & Co, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Rothschild & Co. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild & Co.

As used in this section, (a) all references to “fully diluted” shares and phrases of similar import, when used in relation to the Company, mean the number of fully diluted outstanding shares of the Company, including all in-the-money shares subject to the Employee 2021 Plan at the final price of $7.02 per share, as provided and approved for Rothschild & Co’s use by the management of the Company; (b) the “EV” of a company as of any given time refers to the enterprise value of such company (calculated as further discussed below) at such time and (c) the “EBITDA” of a company for any given period means the earnings before interest, taxes, depreciation and amortisation of such company during such period and excludes the expense of stock-based compensation and other tax deductible expenses including integration-related costs and other one-time items and tax depreciation and amortisation.

Selected Company Analysis

Rothschild & Co performed a selected public company analysis in order to derive an implied per share equity value reference range for the Company from the market value and trading multiples of other publicly traded companies and then compared this implied per share equity value reference range with the Consideration provided for in the Transaction Agreement. Rothschild & Co selected the publicly traded companies that Rothschild & Co deemed most relevant to consider in relation to the Company, based on its professional judgment and experience, because they are independent power producers with majority of revenue derived from renewable generation assets and with market capitalisation above $1 billion that for purposes of this analysis Rothschild & Co considered similar to the operations of one or more of the business lines of the Company. Considering ReNew’s Nasdaq listing and operational base in India, two geographic peer groups were analysed: (a) companies with primary listings on North American exchanges (“North America Peers”) and (b) companies with primary listings on Indian exchanges and operations in India (“Indian Peers”). However, because of inherent differences in businesses, operations and prospects, none of the publicly traded companies listed below are directly comparable to the Company. The publicly traded companies selected by Rothschild & Co for purposes of this analysis included the following companies listed in the charts below, which Rothschild & Co refers to, collectively, as the “selected public companies”.

For purposes of its analysis of the selected public companies, Rothschild & Co (i) reviewed, among other things, for each of the selected public companies, the per share stock price of such selected public companies as of 10 August 2026, public filings made by such selected public companies for certain historical financial information and data for such selected public companies that Rothschild & Co obtained from broker research and, where applicable, adjusted to account for certain events such as acquisitions and divestitures and (ii) calculated the EV of each of the selected public companies as a multiple of the estimated EBITDA for the calendar years ending 31 December 2026 and 31 December 2027, which multiple Rothschild & Co refers to as “EV/EBITDA”.

 

108

“EV” was calculated as fully diluted equity market value based on per share stock prices as of 10 August 2026, (a) with respect to each of the selected public companies, plus such company’s most recently disclosed net debt and other adjustments or (b) with respect to the Company, plus the Company’s debt and estimated value of Warrants using the Black Scholes method based on 10-day volume-weighted average price (“VWAP”) as of 10 October 2025, less the Company’s cash, each as provided and approved for Rothschild & Co’s use by the management of the Company.

The results of Rothschild & Co’s review of the EV/EBITDA multiples are summarised in the chart below:

 

EV/EBITDA Multiples
North America Peers		2026E				2027E
Brookfield Renewable Partners LP			12.9x				11.9x
Clearway Energy, Inc. Class C			11.4x				10.2x
Northland Power Inc.			7.2x				6.3x
XPLR Infrastructure, LP			11.3x				11.4x
Overall Mean			10.7x				10.0x
Overall Median			11.3x				10.8x

 

EV/EBITDA Multiples
Indian Peers		2026E				2027E
Adani Green Energy			23.5x				17.2x
Tata Power			11.5x				9.9x
JSW Energy			14.7x				12.0x
NTPC Green Energy			22.4x				12.6x
ACME Solar			13.7x				7.3x
Clean Max Enviro Energy Solutions Limited			15.3x				9.4x
Overall Mean			16.8x				11.4x
Overall Median			15.0x				11.0x

Based on the 2026E EV/EBITDA and 2027E EV/EBITDA multiples calculated above and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of North America Peers’ EV/EBITDA of 10.0x to 12.0x and 9.0x to 11.0x and an illustrative range of Indian Peers’ EV/EBITDA of 13.0x to 15.0x and 9.0x to 11.0x to the estimated EBITDA of the Company for fiscal year 2026 and fiscal year 2027, respectively, each as provided in the Management Projections, to reach a range of implied EVs for the Company for fiscal years 2026 and 2027. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs (i) the amount of the Company’s debt and (ii) estimated value of Warrants using the Black Scholes method based on 10-day VWAP as of 10 October 2025, and added the Company’s (iii) cash and cash equivalents, each as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of the Company, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference ranges for the Company, as compared to the Consideration:

 

109

Multiple and Implied Value Reference Range Per Fully Diluted Share

Consideration

2026E EV/EBITDA North America Peers

10.0x to 12.0x

$

6.71 to $11.45

$

7.02

2027E EV/EBITDA North America Peers

9.0x to 11.0x

$

6.78 to $12.01

2026E EV/EBITDA Indian Peers

13.0x to 15.0x

$

13.66 to $18.08

2027E EV/EBITDA Indian Peers

9.0x to 11.0x

$

6.78 to $12.01

Precedent Transactions Analysis

Rothschild & Co performed a selected precedent transactions analysis in order to derive an implied per share equity value reference range for the Company from implied transaction EV/EBITDA multiples in merger or acquisition transactions involving other companies that occurred since 2016 and then compared this implied per share equity value reference range with the Consideration provided for in the Transaction Agreement. Considering ReNew’s Nasdaq listing and operational base in India, two categories of precedent transactions were analysed: (i) those involving renewable power generation and non-regulated power sectors listed and / or operating in North America (the “North American Transaction Set”); and (ii) those in India (the “Indian Transaction Set”). Using broker research and other publicly available information, Rothschild & Co analysed the EV/EBITDA multiples in the 26 selected transactions listed in the tables below involving such sectors that in Rothschild & Co’s view, based on its professional judgment and experience, generally reflected similar characteristics to the Company’s business operations. In the tables and descriptions below, Rothschild & Co refers to “last twelve months” as “LTM”.

 

Date Announced		Target		Acquirer		Region		EV / EBITDA
Mar-26		Boralex		Brookfield / CDPQ		North America			14.8x
Mar-26		AES Corp		EQT / GIP		North America			11.6x
Feb-25		Innergex Renewable Energy Inc.		Caisse de dépôt et placement du Québec		North America			11.7x
May-24		Atlantica Sustainable Infrastructure plc		Energy Capital Partners Management LP		North America			9.3x
Mar-24		Avangrid, Inc.		Iberdrola SA		North America			11.2x
Jun-23		Duke Renewables LLC		Brookfield Renewable Partners L.P.		North America			9.1x
Oct-22		Con Edison Clean Energy Businesses, Inc.		RWECE Clean Energy, Inc.		North America			11.3x
May-22		Clearway Energy Group LLC		TotalEnergies SE		North America			12.9x
Jan-22		Invenergy LLC		Blackstone Corporate Private Equity		North America			14.4x
Mar-20		TerraForm Power, Inc.		Brookfield Corporation		North America			11.3x
Nov-19		Pattern Energy Group, Inc.		Caisse de dépôt et placement du Québec		North America			16.4x
Apr-18		Atlantica Sustainable Infrastructure plc		Algonquin Power & Utilities Corp.		North America			9.3x
Feb-18		8point3 Energy Partners LP		Capital Dynamics AG		North America			14.0x
Nov-17		Atlantica Sustainable Infrastructure plc		Algonquin Power & Utilities Corp.		North America			10.1x
Mar-17		TerraForm Power, Inc.		Brookfield Corporation		North America			13.8x
Jan-16		Capstone Infrastructure Corporation		iCON Infrastructure LLP		North America			9.5x
Mean		11.7x
Median		11.3x

 

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Date Announced		Target		Acquirer		Region		EV / EBITDA
Dec-24		O2 Power Private Limited		JSW Energy Limited		India			8.3x
May-23		Indi Grid Trust		Virescent Renewable Energy Trust		India			9.4x
Apr-23		Brookfield Renewable Partners LP		Cleanmax Enviro Energy Solutions Pvt Ltd.		India			10.6x
Nov-22		Sembcorp Industries Ltd.		Vector Green Energy Private Limited		India			10.3x
Apr-22		Blackrock Real Assets / Mubdala Investment Company		Tata Renewable Energy Ltd.		India			16.6x
Aug-21		Augment Infrastructure Partners UGP LLC		Cleanmax Enviro Energy Solutions Pvt Ltd.		India			10.5x
Aug-21		OMERS Infrastructure Management Inc.		Azure Power Global Limited		India			11.4x
Mar-21		ORIX Corp.		Greenko Energy Holdings Pvt Ltd.		India			19.1x
Jul-21		Global Power Synergy Public Company		Avaada Power Private Limited		India			19.0x
Jan-18		ReNew Energy Global Plc		Ostro Energy Pvt Ltd.		India			10.6x
Mean		12.6x
Median		10.6x

Based on its professional judgment and experience, Rothschild & Co deemed these transactions relevant to consider in relation to the Company and the Acquisition. No company, business or transaction used in this analysis is identical or directly comparable to the Company or the Acquisition. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company or the Acquisition was compared.

For the purposes of this analysis, Rothschild & Co calculated the implied EV of each of the target companies in the selected precedent transactions, based on the market and financial data of the target companies as a multiple of the estimated EBITDA of the target company in the full calendar year in which the transaction was announced, which multiples Rothschild & Co refers to as “EV/EBITDA”.

Based on the EV/EBITDA multiples calculated for the selected transactions and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of 10.5x to 12.5x to the Company’s LTM EBITDA as of 30 June 2026 of $946 million for the North American Transaction Set and an illustrative range of 10.2x to 12.2x to the same LTM EBITDA as of 30 June 2026 for the Indian Transaction Set, as provided by the management of the Company and approved for Rothschild & Co’s use by the Special Committee, to reach a range of implied EVs for the Company. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs: (i) the amount of the Company’s debt; and (ii) estimated value of Warrants using the Black Scholes method based on 10-day VWAP as of 10 October 2025, and added the Company’s (iii) cash and cash equivalents, each as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of the Company, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference ranges for the Company, as compared to the Consideration:

 

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Multiple and Implied Value Reference Range Per Fully Diluted Share

Consideration

EV / EBITDA North American Transaction Set

10.5x to 12.5x

$

6.39 to $10.89

$

7.02

EV / EBITDA Indian Transaction Set

10.2x to 12.2x

$

5.69 to $10.26

Dividend Discount Model Analysis

Rothschild & Co performed a dividend discount model analysis for the Company in order to derive an implied per share equity value reference range for the Company if it were to remain an independent public company, and then compared this implied per share equity value reference range with the Consideration provided for in the Transaction Agreement. In this analysis, Rothschild & Co calculated a range of implied EVs for the Company by adding: (i) the projected levered free cash flow to equity that the Company was forecasted to generate for fiscal year 2027 through the end of fiscal year 2035 based on the Management Projections, discounted to present value, as of 30 June 2026, at an estimated cost of equity of 12.4%, using the mid-year discounting convention; and (ii) the present value, as of 30 June 2026, of the implied terminal value of the Company. Utilising the perpetuity growth model, Rothschild & Co estimated the terminal value of the Company by applying a capitalisation factor derived from an estimated weighted average cost of capital of 9.5% and a perpetuity growth rate of 4.0%, selected using its professional judgment and experience and informed by India’s long-term forecasted inflation rate, to the Company’s estimated terminal-year free cash flow to the firm (“TY FCFF”). TY FCFF was calculated based on the 2035E Management Projections projected forward one year, assuming no additional growth capital was required beyond the forecast period and incorporating incremental EBITDA attributable to growth capital deployed during the forecast period and the lag between such investment and the resulting EBITDA generation. This analysis resulted in an implied EV range of $9.2 billion to $10.9 billion and an implied CY2026E EV / EBITDA range of 9.1x to 10.9x.

To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs: (i) the amount of the Company’s debt; and (ii) estimated value of Warrants using the Black Scholes method based on 10-day VWAP as of 10 October 2025, and added the Company’s (iii) cash and cash equivalents, each as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of the Company, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference ranges for the Company, as compared to the Consideration:

 

Implied Value Reference Range Per Fully Diluted Share		Consideration
$4.57-$8.80		$	7.02

Other Factors

In rendering its opinion, for illustrative purposes only and not relied upon in reaching its conclusion, Rothschild & Co also reviewed and considered other factors, including:

 

•

the premia paid in completed transactions announced since 1 January 2016 that involved the acquisition of controlling interests and subsequent delisting of public targets. Two categories of transaction were considered: (a) precedent transactions involving renewables-focused companies with transaction values exceeding $300 million; and (b) precedent transactions involving controlling shareholders acquiring remaining minority interests in listed targets, specifically all-cash transactions exceeding $100 million in transaction value. For the transactions involving renewables-focused companies with transaction values exceeding $300 million, the first (1st) and third (3rd) quartile of premia paid in these selected transactions relative to the target company’s: (i) unaffected share price ranged from 11% to 45%; (ii) 30-day VWAPs ranged from 19% to 42%; and (iii) 90-day VWAPs ranged from 22% to 42%. For the transactions involving controlling shareholders acquiring remaining minority interests in listed targets, the first (1st) and third (3rd) quartile of premia paid in these selected transactions relative to the target company’s (i) unaffected share price ranged from 39% to 60%, (ii) 30-day VWAPs ranged from 32% to 53%, and (iii) 90-day VWAPs ranged from 20% to 46%. After applying these first (1st) and third (3rd) quartile of premia to the Company’s unaffected share price of $6.24 on 28 May 2026 (being the last trading day prior to the Initial Proposal) and the Company’s 30-day and 90-day VWAPs of $5.63 and $5.30 as of 28 May 2026, respectively, the resulting implied per share price ranges were approximately $6.93 to $9.05, $6.70 to $8.00 and $6.47 to $7.53 for the Company’s unaffected share price, 30-day and 90-day VWAPs, respectively, in the renewables-focused transactions, and approximately $8.67 to $9.98, $7.43 to $8.61, and $6.36 to $7.74 for the Company’s unaffected share price, 30-day and 90-day VWAPs, respectively, in the squeeze-out transactions;

 

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