SCHEDULE: Masdar Withdraws from ReNew Energy Consortium, Deal Off

Masdar has withdrawn from the consortium pursuing a proposed transaction with ReNew Energy Global plc, leading to the termination of the deal.

Summary

• Abu Dhabi Investment Authority (ADIA), Platinum Cactus A 2019 Trust, and Platinum Hawk C 2019 RSC Limited filed Amendment No. 5 to their Schedule 13D.
• Masdar confirmed its withdrawal from the Consortium on December 14, 2025.
• As a result of Masdar's withdrawal, the Consortium will no longer pursue the 'Proposed Transaction' with ReNew Energy Global plc.
• The Consortium Bid Conduct Agreement expired on December 10, 2025, in accordance with its terms.
• The reporting persons collectively beneficially own 58,170,916 Class A Ordinary Shares of ReNew Energy Global plc.
• This beneficial ownership represents 23.8% of the total 244,405,376 Class A Ordinary Shares outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed on July 30, 2025.

Sentiment

Score: 3

Explanation: The termination of a proposed transaction, especially one involving a significant investor like Masdar, is generally a negative development for the issuer, indicating a failed strategic initiative or acquisition attempt.

Negatives

• Masdar's withdrawal from the Consortium pursuing a 'Proposed Transaction' with ReNew Energy Global plc.
• The termination of the 'Proposed Transaction' for ReNew Energy Global plc.
• The expiration of the Consortium Bid Conduct Agreement.

Risks

• Uncertainty regarding future strategic alternatives for ReNew Energy Global plc following the termination of the proposed transaction.
• Potential negative market reaction to the withdrawal of a significant consortium member and the collapse of the proposed deal.

Future Outlook

The Consortium will no longer pursue the 'Proposed Transaction' with ReNew Energy Global plc, indicating a definitive end to that specific strategic path for the involved parties.

Industry Context

The renewable energy sector is highly dynamic, with frequent M&A activities and strategic partnerships. The withdrawal of a significant investor like Masdar from a proposed transaction could signal challenges in deal structuring, valuation, or strategic alignment within the consortium, potentially impacting investor confidence in similar future deals in the sector.

Corporate Governance

Related Party Transactions

• Platinum Cactus A 2019 Trust is established by a deed of settlement between ADIA and Platinum Hawk C 2019 RSC Limited.
• Platinum Hawk C 2019 RSC Limited is the trustee of Platinum Cactus and an indirect wholly-owned subsidiary of ADIA.
• These relationships define the beneficial ownership structure of the Class A Ordinary Shares held by the reporting persons.

Stakeholder Impact

• Shareholders: May experience a negative impact on share price due to the termination of a potential acquisition or strategic investment. Uncertainty regarding the company's future strategic direction could also arise.
• Management: Will need to communicate new strategic plans or updates to the market following the failed transaction.

Next Steps

• ReNew Energy Global plc will need to reassess its strategic options following the termination of the proposed transaction.
• The reporting persons (ADIA, Platinum Cactus, Platinum Hawk) will continue to hold their 23.8% stake in ReNew Energy Global plc.

Key Dates

Recommendation

The termination of the proposed transaction removes a potential near-term catalyst for ReNew Energy Global plc's stock. While the news is negative, the reporting persons, including ADIA, maintain a substantial 23.8% stake, indicating continued long-term interest. Investors should hold and monitor for new strategic initiatives or updates from the company regarding its future direction.

Keywords

ReNew Energy Global plc, Masdar, Abu Dhabi Investment Authority, ADIA, Schedule 13D, Consortium, Proposed Transaction, Withdrawal, Renewable Energy, Investment, Shareholding, Corporate Governance