Announced and filed on August 11, 2026, the proposed transaction would offer eligible shareholders $7.02 in cash for each share. ReNew said the offer values its fully diluted equity at approximately $2.8 billion and implies an enterprise value of approximately $10.2 billion. The acquisition has not been completed.

How the proposed deal would work

The transaction is structured as a UK scheme of arrangement under Part 26 of the Companies Act 2006. That court-supervised process requires shareholder approval, UK court sanction and satisfaction or waiver of other conditions.

Cash is the default consideration unless an eligible shareholder makes a valid election to roll over all of its shares into the post-transaction structure. The rollover is conditional and is not available to every investor. Indian-resident shareholders are ineligible, and limits related to the number of shareholders and U.S. ownership may also reduce or prevent some elections.

Eligible shareholders who roll over would retain their shares rather than receive the $7.02 cash payment. ReNew’s transaction announcement says the remaining shareholders are expected to become direct shareholders of ReNew Private Limited, an Indian private subsidiary, after a proposed reorganization. Those shares would be illiquid, and the special committee said it could not assess whether the rollover terms were fair or reasonable and made no recommendation on that option.

Approval is still outstanding

ReNew’s special committee said it considers the cash offer fair and reasonable from a financial point of view and intends to unanimously recommend that shareholders vote in favor of the scheme and related resolutions. That assessment applies to the cash offer, not the rollover.

JERA Nex and Platinum Cactus have signed irrevocable undertakings covering approximately 51.1% of the voting power of the scheme shares. Those commitments include voting in favor of the transaction and participating in the rollover, but they are not the same as final shareholder approval. The undertakings can also lapse in specified circumstances, including termination or failure of the transaction.

The transaction materials say the scheme is expected to become effective in the first quarter of 2027 if the required steps are completed. The next milestones are publication of the scheme document, shareholder meetings, the UK court hearing and satisfaction or waiver of the remaining conditions.

ReNew remains a large, debt-financed operator

ReNew’s August 18 filing of unaudited IFRS results for the first quarter of fiscal 2027 shows that the proposed ownership change comes as the company continues to expand its operating platform. As of June 30, 2026, ReNew reported a portfolio of approximately 20.5 gigawatts, including 1.7 gigawatts and 6.2 gigawatt-hours of battery storage. Commissioned capacity was approximately 13.1 gigawatts at quarter-end and rose to about 13.5 gigawatts after the company commissioned another 466 megawatts of solar capacity.

The company also reported 6.4 gigawatts of solar-module manufacturing capacity and 2.5 gigawatts of solar-cell capacity, with another 4 gigawatts of solar-cell capacity expected to be operational by December 2026.

For Q1 FY27, ReNew reported total income of 47.864 billion Indian rupees, or about $506 million, compared with 41.182 billion rupees in the year-earlier quarter. Net profit was 5.953 billion rupees, or about $63 million, compared with 5.131 billion rupees, or about $54 million, a year earlier. The company reported adjusted EBITDA of 30.392 billion rupees, or about $321 million; adjusted EBITDA is a non-IFRS measure.

ReNew had net debt of 697.123 billion rupees, or about $7.364 billion, as of June 30. That balance matters to creditors and future owners because renewable projects and manufacturing expansion require continuing capital investment alongside substantial borrowing.

A Cantech Letter report published August 27, citing Roth Capital Partners analyst Justin Clare, said the pending take-private had become more important to the stock’s valuation than quarterly operating performance. The report said ReNew’s quarterly revenue, adjusted EBITDA and earnings per share exceeded the cited consensus estimates, while weaker solar output reflected lower irradiation and grid curtailment.

Why the ownership shift matters

A completed transaction would concentrate control of a major India-focused renewable platform among Canadian pension capital and the company’s founder. CPP Investments would become the central institutional investor in the proposed private structure, while Sinha would retain a significant role in the company he founded.

For public shareholders, the immediate questions are whether the scheme is approved, whether the court sanctions it, how the $7.02 cash consideration is treated for their holdings and whether they qualify for the rollover. Investors considering rollover would also have to weigh the opportunity to participate in future value creation against illiquidity and uncertainty about the future value of private-company shares.

For the broader renewable-energy market, the deal shows how a large infrastructure platform can attract long-term private capital while carrying substantial debt and ongoing development needs. It would also move ReNew away from Nasdaq’s public-market setting, changing the liquidity and reporting environment for investors who do not receive cash.

Until the shareholder meetings, court hearing and other conditions are completed, ReNew remains a Nasdaq-listed company pursuing a proposed take-private transaction.

Sources

• ReNew transaction announcement filed with the SEC
• Cantech Letter report on ReNew and Roth Capital Partners' view