[SCHEDULE 13D/A] ReNew Energy Global plc SEC Filing

Rhea-AI Filing Summary

ReNew Energy Global plc Schedule 13D/A Amendment No. 5 reports a revised, best-and-final non-binding proposal from a consortium led by Sumant Sinha, CPPIB, Platinum Hawk and Masdar to acquire the issuer at $8.15 per Class A ordinary share.

The filing shows Mr. Sinha directly and indirectly beneficially owns 43,511,577 shares exercisable within 60 days plus other interests, representing approximately 18.36% on an aggregated basis. The consortium members together may be deemed to beneficially own approximately 64.80% of the outstanding shares when certain exchangeable holdings and exercisable options are included. The Revised Proposal is non-binding and no agreement exists until definitive documents are executed.

Positive

• Revised cash offer of $8.15 per share (best-and-final)
• Reporting persons beneficially own approximately 18.36% of shares (aggregated basis)
• Consortium scale may reach approximately 64.80% of outstanding shares when aggregated

Negative

• The Revised Proposal is non-binding and creates no obligation until definitive agreements are executed
• Transaction outcome is uncertain due to required approvals, documentation and potential regulatory or financing conditions
• Consortium grouping may raise governance uncertainty for minority holders until treatment of exchangeable interests is clarified

Insights

Corporate Finance Analyst

Consortium submits a non-binding best-and-final offer at $8.15 per share.

The proposal increases the cash price per share to $8.15, which is the consortium's stated best-and-final offer and would apply to all Shares not owned by the consortium on a fully diluted basis. This price point creates a clear valuation anchor for the board to evaluate relative to market price and prior offers.

The proposal remains non-binding and contingent on definitive agreements; near-term items to watch include whether the special committee accepts the offer and whether definitive documentation is executed within standard transaction timelines (weeks–months). Potential regulatory or financing conditions could affect closing.

Investor Relations / Governance Specialist

Reported holdings show concentrated control dynamics with ~64.80% aggregated consortium stake.

Mr. Sinha, through direct options and affiliated vehicles, reports beneficial ownership equal to ~18.36%; combined with CPPIB and Platinum Hawk the consortium may be deemed to hold ~64.80% on an aggregated basis when exchangeable interests and exercisable options are included. That scale implies meaningful influence over corporate decisions if holdings are treated as a group.

Key governance risks and dependencies include whether the consortium is formally treated as a group for voting purposes and whether any minority protections or regulatory approvals apply; monitor filings for definitive agreements, ancillary transaction terms, and any competing proposals within the next weeks–months.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

ReNew Energy Global plc

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G7500M104

(CUSIP Number)

Sumant Sinha
Commercial Block-1, Zone 6, Golf Course, DLF City Phase-V
Gurugram, K7, 122009
(91) 124 489 6670

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/10/2025

(Date of Event Which Requires Filing of This Statement)

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

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

SCHEDULE 13D

CUSIP No. G7500M104

1

Name of reporting person

Sumant Sinha

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 43,511,577.00
8	Shared Voting Power 11,437,641.00
9	Sole Dispositive Power 43,511,577.00
10	Shared Dispositive Power 11,437,641.00

11

Aggregate amount beneficially owned by each reporting person

54,949,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. G7500M104

1

Name of reporting person

Cognisa Investment

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,498,328.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,498,328.00

11

Aggregate amount beneficially owned by each reporting person

6,498,328.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G7500M104

1

Name of reporting person

Wisemore Advisory Private Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,939,313.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,939,313.00

11

Aggregate amount beneficially owned by each reporting person

4,939,313.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share
(b)	Name of Issuer: ReNew Energy Global plc
(c)	Address of Issuer's Principal Executive Offices: C/O Vistra (UK) Ltd, Suite 3, 7th Floor, 50 Broadway, London, UNITED KINGDOM , SW1H 0DB.
Item 1 Comment: This Amendment No. 5 (the "Amendment No. 5") is being filed by the undersigned, pursuant to 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") Item 1 Comment: by the Reporting Persons on September 2, 2021, as amended and supplemented on November 21, 2022, November 30, 2023, December 10, 2024 and July 2, 2025 (the "Original Schedule 13D") and as further amended and supplemented by this Amendment No. 5 to the Original Schedule 13D (collectively, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 4 shall have the same meanings ascribed thereto in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference. This Amendment No. 5 amends and supplements Item 4 of the Original Schedule 13D by adding the following: Revised Non-Binding Proposal On October 10, 2025, the Reporting Persons, Canada Pension Plan Investment Board ("CPPIB"), Abu Dhabi Future Energy Company PJSC-Masdar ("Masdar"), and Platinum Hawk C 2019 RSC Limited ("Platinum Hawk' and, together with the Reporting Persons, CPPIB, Platinum Hawk and Masdar, the "Consortium" and each member in the Consortium, a "Consortium Member") jointly submitted a best and final non-binding proposal (the "Revised Proposal") to the special committee of the Board increasing the price per share that the Consortium is proposing to pay to acquire all of the Shares (on a fully diluted basis) of the Issuer not presently owned by the Consortium in the Proposed Transaction to $8.15 per Share. The Revised Proposal is the Consortium's best and final non-binding offer. The Revised Proposal is non-binding, and no agreement, arrangement or understanding between the Consortium or any Consortium Member, on the one hand, and the Issuer, on the other hand, relating to the Revised Proposal, the Proposed Transaction or any other transaction will be created until such time as definitive agreements for the Proposed Transaction have been executed and delivered. References to, and descriptions of, the Revised Proposal in this Schedule 13D are qualified in their entirety by the terms of the Revised Proposal, a copy of which is attached hereto as Exhibit 99.15 and is incorporated in its entirety into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment No. 5 amends and restates Item 5 of the Original Schedule 13D in its entirety as follows: As of the date hereof, Cognisa Investment is the record holder of 6,498,328 Class A ordinary shares, nominal value of $0.0001 (the "Shares"), of ReNew Energy Global plc, a public limited company incorporated in England and Wales (the "Issuer"). Based on 244,405,376 Shares (excluding treasury shares) of the Issuer outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025, Cognisa Investment beneficially owns approximately 2.6% of the outstanding Shares. As of the date hereof, Wisemore Advisory Private Limited is the record holder of 4,939,313 Shares. Based on 244,405,376 Shares (excluding treasury shares) of the Issuer outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025, Wisemore Advisory Private Limited beneficially owns approximately 2.0% of the outstanding Shares. As of the date hereof, Mr. Sinha is the record holder of one Class B Ordinary Share, which represents voting rights equal to (i) 82 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, (ii) 6,498,328 Shares that would have been issued to Cognisa and its affiliates if Cognisa and its affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, and (iii) 4,939,313 Shares that would have been issued to Wisemore and its affiliates if Wisemore and its affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289. Cognisa and Wisemore are directly owned and controlled by Mr. Sinha. As a result, Mr. Sinha may be deemed to share beneficial ownership over the securities held by each of Cognisa and Wisemore. In addition, Mr. Sinha is the record holder of 43,511,577 Shares issuable upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof. (a) Based on an aggregate of 299,354,676, comprising of 244,405,376 Shares (excluding treasury shares) outstanding as of March 31, 2025, 11,437,723 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1- to-0.8289 and the 43,511,577 Shares issuable to Mr. Sinha upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof, Mr. Sinha beneficially owns approximately 18.36% of the outstanding Shares. Items 7 through 11 and 13 of the cover pages of this Amendment No. 5 are hereby incorporated by reference. Pursuant to Section 13(d) of the Act, by virtue of the relationships described in this Schedule 13D and the Consortium Bid Conduct Agreement, the Reporting Persons may be deemed to be a member of a "group" with CPPIB, Platinum Hawk and Masdar. However, the Reporting Persons expressly disclaim beneficial ownership of the Shares beneficially owned by CPPIB, Platinum Hawk or any other reporting person(s). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons beneficially own any Shares that are beneficially owned by CPPIB, Platinum Hawk or any other reporting person(s). The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedule 13D filed by CPPIB, Platinum Hawk or any other reporting person(s). Based on the Schedule 13D filed by CPPIB with the SEC on the date hereof, CPPIB beneficially owns, and has sole voting power and sole dispositive power with respect to 88,846,844 Shares, representing approximately 28.5% of the voting rights associated with the outstanding Shares (including 12,345,678 voting rights exercisable by CPPIB by virtue of the Class D Share held by CPPIB). Based on the Schedule 13D filed by Platinum Hawk with the SEC on the date hereof, Platinum Hawk beneficially owns 58,170,916 Shares representing approximately 18.66% of the voting rights associated with the outstanding Shares. Accordingly, in the aggregate, the Reporting Person, CPPIB and Platinum Hawk may be deemed to beneficially own 201,967,060 Shares. Based on an aggregate of 311,700,354 Shares, comprised of (i) 244,405,376 Shares outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025, (ii) 12,345,678 Shares that would have been issued to CPPIB if CPPIB had exchanged its existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, (iii) 11,437,723 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289 and (iv) 43,511,577 Shares issuable to Mr. Sinha upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof, Reporting Person, CPPIB and Platinum Hawk may be deemed to beneficially own approximately 64.80% of the outstanding Shares.
(b)	Items 7 through 11 and 13 of the cover pages of this Amendment No. 5 are hereby incorporated by reference.
(c)	Except as described in this Schedule 13D, neither the Reporting Persons nor, to the Reporting Persons' knowledge, any Covered Person has effected any transactions in the Shares during the past 60 days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in or incorporated by reference in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	99.15 - Revised Proposal, dated October 10, 2025, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, as trustee for the Platinum Cactus A 2019, Abu Dhabi Future Energy Company PJSC-Masdar and Mr. Sumant Sinha

SIGNATURE

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

Sumant Sinha

Signature:	/s/ Sumant Sinha
Name/Title:	Sumant Sinha, in person capacity
Date:	10/10/2025

Cognisa Investment

Signature:	/s/ Sumant Sinha
Name/Title:	Sumant Sinha, Partner
Date:	10/10/2025

Wisemore Advisory Private Limited

Signature:	/s/ Sumant Sinha
Name/Title:	Sumant Sinha, Director
Date:	10/10/2025

FAQ

What price does the consortium offer for ReNew Energy (RNW)?

The consortium submitted a best-and-final non-binding proposal of $8.15 per share dated 10/10/2025.

How much of RNW does Sumant Sinha beneficially own?

Including exercisable options and exchangeable interests, Mr. Sinha beneficially owns approximately 18.36% of the outstanding Class A shares on an aggregated basis.

What percentage of RNW could the consortium control if aggregated?

The filing indicates the consortium members may be deemed to beneficially own approximately 64.80% of the outstanding shares when certain exchangeable holdings and exercisable options are included.

Is the consortium proposal binding?

No. The Revised Proposal is expressly non-binding; no agreement will exist until definitive documents are executed and delivered.

What is the next material step investors should watch?

Watch for execution of definitive acquisition agreements, special committee response, and related SEC filings that will disclose binding terms and conditions, typically within weeks–months.