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

Rhea-AI Filing Summary

Canada Pension Plan Investment Board (CPPIB) has filed Amendment No. 10 to its Schedule 13D for ReNew Energy Global plc. The filing confirms that CPPIB beneficially owns 88,846,844 Class A shares, representing 34.6 % of the outstanding class (244,266,823 shares as of 31 Mar 2024). The ownership figure includes 76,501,166 shares already held and the right to receive an additional 12,345,678 shares upon exchange of equity in ReNew India, plus voting rights attached to one Class D share.

Revised go-private proposal: On 2 Jul 2025, CPPIB and its consortium partners—Platinum Hawk C 2019 RSC Ltd., Abu Dhabi Future Energy Company PJSC-Masdar, and Sumant Sinha—submitted a non-binding proposal to acquire all remaining Class A shares at USD $8.00 per share. The filing states that no binding agreement exists until definitive documentation is executed.

Consortium Bid Conduct Agreement: An amendment signed 3 Jul 2025 extends the agreement’s outside date for certain restrictions to 30 Sep 2025, giving the parties additional time to negotiate and complete diligence.

The amendment does not otherwise change previously reported information and attaches the revised proposal (Exhibit 99.13), the amended bid conduct agreement (Exhibit 99.14), a power of attorney (Exhibit 99.15), and an updated list of covered persons (Exhibit 99.16).

• Form type: Schedule 13D/A (Amendment 10)
• Filing person: Canada Pension Plan Investment Board (Canadian federal entity)
• Date triggering filing: 2 Jul 2025
• Purpose: Disclosure of increased offer price and extension of consortium agreement terms

Positive

• Raised offer price: Consortium increased proposed purchase price to $8.00 per share, enhancing potential exit value for minorities.
• Significant ownership: CPPIB controls 34.6 % of Class A shares, indicating strong ability to consummate a transaction.
• Extended negotiation window: Bid Conduct Agreement outside date moved to 30 Sep 2025, preserving deal framework.

Negative

• Non-binding status: Revised proposal is not legally binding, leaving meaningful execution risk.
• Timeline uncertainty: Extension of outside date signals potential delays, which could weigh on share price if progress stalls.

Insights

M&A Specialist

TL;DR: Consortium raises take-private price to $8, signalling stronger bid traction but remains non-binding.

The amended 13D is strategically important because it raises the indicative purchase price, demonstrating the consortium’s willingness to sweeten terms for minority holders. A 34.6 % stake already gives CPPIB significant influence; increasing the bid could accelerate negotiations with ReNew’s special committee. The extension to 30 Sep 2025 suggests the parties anticipate further due diligence and regulatory reviews. While positive for valuation expectations, investors should remember the proposal is still non-binding; execution risk persists until definitive agreements, financing, and shareholder approvals are secured.

Portfolio Manager

TL;DR: Higher $8 offer improves upside but deal risk and concentrated ownership temper enthusiasm.

A 34.6 % holding means CPPIB can heavily influence outcomes. The new $8.00 indicative price provides a near-term valuation anchor and may support the stock, yet the lack of binding commitment limits certainty. The extended outside date implies the transaction timeline could stretch to Q4 2025. For minority investors, the filing delivers a potential catalyst but also underlines limited leverage if negotiations fail. Overall impact skews positive, conditional on conversion from indication to signed deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

ReNew Energy Global plc

(Name of Issuer)

Class A ordinary shares, nominal value of $0.0001

(Title of Class of Securities)

G7500M104

(CUSIP Number)

Patrice Walch-Watson
Canada Pension Plan Investment Board, One Queen Street East, Suite 2500
Toronto, Ontario, Z4, M5C 2W5
(416) 868-4075

(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

Canada Pension Plan Investment Board

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)

WC

5

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

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 88,846,844.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 88,846,844.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

88,846,844.00

12

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

13

Percent of class represented by amount in Row (11)

34.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Item 13 is calculated based on 244,266,823 Class A ordinary shares (excluding treasury shares), nominal value of $0.0001 (the "Shares"), of ReNew Energy Global plc, a public limited company incorporated in England and Wales (the "Issuer"), 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 items 7, 9, 11 and 13, the Reporting Person currently holds 76,501,166 Shares of the Issuer. In addition, the Business Combination Agreement grants the Reporting Person the right to, at its discretion, transfer the ordinary shares of Renew Power Private Limited, a company with limited liability incorporated under the laws of India and subsidiary of the Issuer ("ReNew India"), held by the Reporting Person (the "India Shares") to the Issuer in exchange for an aggregate of 12,345,678 Shares. The Reporting Person also holds one Class D ordinary share of the Issuer, nominal value of $0.0001 (the "Class D Share"). The Class D Share effectively gives the Reporting Person the right to exercise its voting rights as if the Reporting Person had already converted the India Shares into Shares. As of March 31, 2025, the Reporting Person is considered to beneficially own an aggregate of 88,846,844 Shares, or 34.6% of the voting rights associated with the outstanding Shares (including 12,345,678 voting rights exercisable by the Reporting Person by virtue of the Class D Share held by the Reporting Person).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, nominal value of $0.0001
(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. 10 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on September 2, 2021 and amended and supplemented on February 15, 2022, February 18, 2022, February 24, 2022, September 23, 2022, October 3, 2022, March 2, 2023, March 8, 2023, July 24, 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 relates to the Class A ordinary shares, nominal value of $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 2.	Identity and Background
(a)	This Amendment amends and restates the final paragraph of Item 2 of the Original Schedule 13D in its entirety as follows: In accordance with the provisions of General Instruction C to Schedule 13D, with respect to the Reporting Person, information concerning the name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each person controlling the Reporting Person (collectively, the "Covered Persons"), required by Item 2 of Schedule 13D, is provided on Schedule I (attached as Exhibit 99.16) ("Schedule I") and is incorporated by reference herein. Schedule I to this Amendment amends and restates the information set forth on Schedule I to the Original Schedule 13D in its entirety.
(b)	See Item 2(a) above, which is incorporated by reference herein.
(c)	See Item 2(a) above, which is incorporated by reference herein.
(d)	Neither the Reporting Person nor, to the Reporting Persons' knowledge, any Covered Person listed on Schedule I (attached as Exhibit 99.1) has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Neither the Reporting Person nor, to the Reporting Persons' knowledge, any Covered Person listed on Schedule I (attached as Exhibit 99.1) has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 2(a) above, which is incorporated by reference herein.
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 99.13 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 99.14 and is incorporated in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	This Amendment amends and supplements Item 7 of the Original Schedule 13D by adding the following: Exhibit 99.13 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. Exhibit 99.14 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. Exhibit 99.15 Power of Attorney of Canada Pension Plan Investment Board. Exhibit 99.16 List of Covered Persons

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.

Canada Pension Plan Investment Board

Signature:	/s/ Kathryn Daniels
Name/Title:	Kathryn Daniels / Managing Director, Head of Compliance
Date:	07/03/2025

Comments accompanying signature:

Exhibit 99.15 Power of Attorney of Canada Pension Plan Investment Board

FAQ

How many ReNew Energy Global (RNWWW) shares does CPPIB currently control?

CPPIB beneficially owns 88,846,844 Class A shares, representing 34.6 % of the class.

What price is the consortium now offering to acquire ReNew Energy Global?

The revised non-binding proposal is $8.00 per Class A share.

When was the higher offer submitted?

The consortium submitted the revised proposal on 2 July 2025.

Has a definitive merger agreement been signed?

No. The filing states that no binding agreement exists until definitive documents are executed.

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

The outside date for certain restrictions has been extended to 30 September 2025.

Why does CPPIB’s Class D share matter?

The single Class D share grants voting rights equivalent to 12,345,678 additional shares, enhancing CPPIB’s influence.