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

Rhea-AI Filing Summary

Abu Dhabi Investment Authority (ADIA) and affiliated vehicles have filed Amendment No. 3 to their Schedule 13D for ReNew Energy Global plc. The filing shows that ADIA, Platinum Cactus A 2019 Trust and Platinum Hawk C 2019 RSC Ltd. collectively own 58,170,916 Class A ordinary shares—23.8 % of the 244,266,823 shares outstanding as of 31 Mar 2024.

Revised take-private proposal: On 2 Jul 2025 the ADIA-led consortium (which also includes Canada Pension Plan Investment Board, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha) submitted a non-binding proposal to acquire all remaining shares at $8.00 per share. The price represents an increase over the consortium’s December 2024 offer (amount not restated here) and would bring the company fully under private ownership if executed.

Process update: The consortium signed Amendment No. 1 to the Bid Conduct Agreement on 3 Jul 2025, extending the outside date for exclusivity restrictions to 30 Sep 2025. No definitive agreement has been signed; therefore, the proposal may be withdrawn or altered until binding documents are executed.

Governance & mechanics: • ADIA controls voting and disposition rights; Platinum Hawk, as trustee, holds dispositive power only. • Source of funds is “OO” (other). • A new exhibit list (99.7 & 99.8) attaches the revised proposal and agreement amendment.

Investment view: The higher cash offer is potentially value-accretive for minority holders and signals continued intent to close a take-private transaction, but deal certainty remains low because the bid is still non-binding and subject to negotiation, due diligence and committee approval.

Positive

• Higher offer price: Consortium increased proposed consideration to $8.00 per share, suggesting improved valuation for remaining shareholders.
• Consortium commitment: Extension of Bid Conduct Agreement to 30 Sep 2025 indicates continued engagement toward completing a transaction.

Negative

• Non-binding nature: Proposal does not constitute a definitive agreement, leaving significant deal-certainty risk.
• Extended timeline: Outside date pushback prolongs shareholder uncertainty and may delay liquidity event.

Insights

M&A Specialist

TL;DR – Raised $8 offer boosts headline value, but non-binding status keeps deal risk elevated.

The consortium now values ReNew at roughly $1.95 bn equity (244.3 m × $8). Increasing the bid while maintaining 23.8 % ownership signals stronger conviction and could placate an independent committee pushing for a richer price. Extending the outside date to 30 Sep 2025 provides additional runway for diligence, financing and regulatory clearances but also lengthens uncertainty for investors. As no lock-up or definitive merger agreement exists, competing bids or market volatility could still derail the process. Overall impact is positive yet contingent on execution.

Risk Analyst

TL;DR – Offer uplift is offset by lack of binding terms and prolonged timeline.

While the $8.00 proposal may set a valuation floor, minority holders face several risks: (1) price may be renegotiated or withdrawn; (2) timeline now stretches to at least late Q3 2025; (3) consortium already wields nearly one-quarter of votes, reducing competitive tension. The absence of financing details, break-fees or regulatory discussion leaves execution probability uncertain. Impact is moderately positive but not assured.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

ReNew Energy Global plc

(Name of Issuer)

Class A Ordinary Shares, Nominal Value of $0.0001 Per Share

(Title of Class of Securities)

G7500M104

(CUSIP Number)

Turner Herbert
Abu Dhabi Investment Authority, 211 Corniche, PO Box 3600
Abu Dhabi, C0, 00000
971 2 4150000

Michael Levitt, Sebastian Fain
Freshfields US LLP, 3 World Trade Center, 175 Greenwich St.
New York, NY, 10007
212 277 4000

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

07/02/2025

(Date of Event Which Requires Filing of This Statement)

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

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

SCHEDULE 13D

CUSIP No. G7500M104

1

Name of reporting person

Abu Dhabi Investment Authority

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

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

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 58,170,916.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 58,170,916.00

11

Aggregate amount beneficially owned by each reporting person

58,170,916.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 13 is calculated based on a total of 244,266,823 Class A Ordinary Shares of ReNew Energy Global plc, a public limited company registered in England and Wales with registered number 13220321 (the "Issuer"), which the Reporting Persons understand were outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on July 30, 2024. With respect to Item 14, Abu Dhabi Investment Authority ("ADIA") is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi (the "Government") as an independent investment institution. ADIA is wholly owned and subject to constitutional supervision by the Government. ADIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives.

SCHEDULE 13D

CUSIP No. G7500M104

1

Name of reporting person

Platinum Cactus A 2019 Trust

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

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

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 58,170,916.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 58,170,916.00

11

Aggregate amount beneficially owned by each reporting person

58,170,916.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 13 is calculated based on a total of 244,266,823 Class A Ordinary Shares of the Issuer, which the Reporting Persons understand were outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2024. With respect to Item 14, Platinum Cactus A 2019 Trust is a trust established under the laws of the Abu Dhabi Global Market by deed of settlement, dated March 28, 2019 between Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited ("Platinum Hawk"). Platinum Hawk is the trustee of Platinum Cactus A 2019 Trust. Platinum Hawk is an indirect wholly owned subsidiary of ADIA. The Class A Ordinary Shares are directly held by the Platinum Cactus A 2019 Trust. Pursuant to the rules and regulations of the Securities and Exchange Commission, both ADIA (pursuant to its right to vote or dispose of the shares) and Platinum Hawk (pursuant to its right to dispose of the shares) should be considered to be the beneficial owner of the Class A Ordinary Shares.

SCHEDULE 13D

CUSIP No. G7500M104

1

Name of reporting person

Platinum Hawk C 2019 RSC Limited

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

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

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 58,170,916.00

11

Aggregate amount beneficially owned by each reporting person

58,170,916.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Item 13 is based on a total of 244,266,823 Class A Ordinary Shares of the Issuer which the Reporting Persons understand were outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2024. With respect to Item 14, Platinum Hawk is the trustee of Platinum Cactus A 2019 Trust, which is a trust established under the laws of the Abu Dhabi Global Market by deed of settlement, dated March 28, 2019 between Abu Dhabi Investment Authority and Platinum Hawk. Platinum Hawk is an indirect wholly owned subsidiary of ADIA. Platinum Hawk does not have any voting power with respect to the Class A Ordinary Shares owned by the Platinum Cactus A 2019 Trust, but has the power to make, retain, divest, transfer, sell, convert, vary or transpose of such shares. Pursuant to the rules and regulations of the Securities and Exchange Commission, both ADIA (pursuant to its right to vote or dispose of the shares) and Platinum Hawk (pursuant to its right to dispose of the shares) should be considered to be the beneficial owner of the Class A Ordinary Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, Nominal Value of $0.0001 Per Share
(b)	Name of Issuer: ReNew Energy Global plc
(c)	Address of Issuer's Principal Executive Offices: C/O Vistra (UK) Ltd, Suite 3, 7th Floor, 50, Broadway, London, UNITED KINGDOM , SW1H 0DB.
Item 1 Comment: This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on September 2, 2021, as amended and supplemented on August 22, 2023 and December 10, 2024 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D is being filed by the Reporting Persons in relation to the Class A Ordinary Shares, par value $0.0001 (the "Shares"), of the Issuer. The principal executive office of the Issuer is located at C/O Vistra (UK) Ltd, Suite 3, 7th Floor, 50, Broadway, London, England, SW1H 0DB.
Item 4.	Purpose of Transaction
	The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference. This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following: Revised Non-Binding Proposal On July 2, 2025, the Consortium jointly submitted a revised non-binding proposal (the "Revised Proposal") to the special committee of the Board increasing the price per Share that the Consortium is proposing to pay to acquire all of the Shares (on a fully diluted basis) of the Issuer not presently owned by the Consortium Members in the Proposed Transaction to $8.00 per Share. The Revised Proposal is non-binding, and no agreement, arrangement or understanding between the Consortium or any Consortium Members, on the one hand, and the Issuer, on the other hand, relating to the Revised Proposal, the Proposed Transaction or any other transaction will be created until such time as definitive agreements for the Proposed Transaction have been executed and delivered. References to, and descriptions of, the Revised Proposal in this Schedule 13D are qualified in their entirety by the terms of the Revised Proposal, a copy of which is attached hereto as Exhibit 99.7 and is incorporated in its entirety into this Item 4.
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. This Amendment amends and supplements Item 6 of the Original Schedule 13D by adding the following: Amendment No. 1 to Consortium Bid Conduct Agreement On July 3, 2025, the Consortium entered into an Amendment No. 1 to the Consortium Bid Conduct Agreement, pursuant to which, among other things, the outside date for the restrictions set forth in Section 2.6 of the Consortium Bid Conduct Agreement has been extended to September 30, 2025. References to, and descriptions of, the Amendment No. 1 to Consortium Bid Conduct Agreement in this Schedule 13D are qualified in their entirety by the terms of the Amendment No. 1 to Consortium Bid Conduct Agreement, a copy of which is attached hereto as Exhibit 99.8 and is incorporated in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as follows: 99.1 Joint Filing Agreement, dated September 2, 2021, among the Abu Dhabi Investment Authority, The Platinum Cactus A 2019 Trust and Platinum Hawk C 2019 RSC Limited (incorporated by reference to the Joint Filing Agreement filed as Exhibit 99.1 to the Original Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 2, 2021) 99.2 Registration Rights, Coordination and Put Option Agreement (incorporated by reference to the Registration Rights Agreement filed as Exhibit 4.4 to the Shell Company Report on Form 20-F filed by ReNew Energy Global plc on August 27, 2021) 99.3 Shareholders Agreement (incorporated by reference to the Shareholders Agreement filed as Exhibit 4.3 to the Shell Company Report on Form 20-F filed by ReNew Energy Global plc on August 27, 2021) 99.4 Amendment to ReNew Global Shareholders Agreement dated July 17, 2023 (executed on July 24, 2023) (incorporated by reference to the Amendment to ReNew Global's Shareholders Agreement filed as Exhibit 4.17 to the Annual Report on Form 20-F filed by ReNew Energy Global plc on July 31, 2023) 99.5 Proposal, dated December 10, 2024, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Proposal filed as Exhibit 99.5 to the Amendment No.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 10, 2024) 99.6 Consortium Bid Conduct Agreement, dated December 10, 2024, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Consortium Bid Conduct Agreement filed as Exhibit 99.6 to the Amendment No.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 10, 2024) 99.7 Revised Proposal, dated July 2, 2025, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha* 99.8 Amendment No. 1 to Consortium Bid Conduct Agreement, dated July 3, 2025, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha* *Filed herewith

SIGNATURE

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

Abu Dhabi Investment Authority

Signature:	/s/ Khadem AlRemeithi
Name/Title:	Khadem AlRemeithi / Executive Director
Date:	07/03/2025

Signature:	/s/ Sultan Aldhaheri
Name/Title:	Sultan Aldhaheri / Deputy Director
Date:	07/03/2025

Platinum Cactus A 2019 Trust

Signature:	/s/ Suhail Al Dhaheri
Name/Title:	Suhail Al Dhaheri / Authorized Signatory
Date:	07/03/2025

Signature:	/s/ Mamoun Jamai
Name/Title:	Mamoun Jamai / Authorized Signatory
Date:	07/03/2025

Platinum Hawk C 2019 RSC Limited

Signature:	/s/ Suhail Al Dhaheri
Name/Title:	Suhail Al Dhaheri / Authorized Signatory
Date:	07/03/2025

Signature:	/s/ Mamoun Jamai
Name/Title:	Mamoun Jamai / Authorized Signatory
Date:	07/03/2025

Comments accompanying signature:

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

FAQ

How much of ReNew Energy (RNWWW) does ADIA currently own?

The filing states ADIA and related entities beneficially own 58,170,916 Class A shares, equal to 23.8 % of shares outstanding.

What price is the consortium offering in the revised proposal for RNWWW?

The revised non-binding proposal is $8.00 per share for all Class A ordinary shares not already owned.

Is the $8.00 offer for ReNew Energy binding?

No. The filing emphasises the proposal is non-binding until definitive agreements are executed.

What is the new outside date in the Bid Conduct Agreement?

Amendment No. 1 extends the restrictions’ outside date to 30 September 2025.

Who are the members of the bidding consortium with ADIA?

The consortium comprises ADIA, Canada Pension Plan Investment Board, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha.