RNW

• Overall Corporate Update

  • The company reported 12% YoY adjusted EBITDA growth (INR 30.4 billion total) and 16% YoY profit after tax growth (INR 6 billion) for Q1 FY27, continuing profitable growth amid uncertain macroeconomic conditions and domestic grid challenges.
  • A proposed take-private transaction was announced with a consortium including CPPIB and founder/CEO Sumant Sinha, at $7.02 per share in cash for non-consortium shareholders (who may also elect to roll over equity). The independent special committee has reviewed the deal, received a positive fairness opinion from Rothschild & Co, and unanimously recommends shareholder approval.
  • Total committed portfolio reached 20.5 GW, with a total development pipeline of ~27 GW. 26% YoY operating portfolio growth was delivered, with over 600 MW commissioned in Q1 FY27 and 1 GW commissioned year-to-date.
  • Capital recycling plans are progressing: a 100 MW Tamil Nadu solar asset sale closed in June 2026, and definitive agreements for the sale of ~1 GW of assets were signed in August 2026, expected to generate $190 million in equity cash proceeds at closing.
  • The company filed its FY26 Form 20-F and published its third integrated sustainability report aligned with international reporting standards.
  • Balance sheet strength: Cash and short-term investments totaled INR 89 billion as of June 30 2026, with gross debt of INR 786 billion and net debt of INR 699 billion. Net debt to trailing 12-month adjusted EBITDA for operational projects is 5.7x, with lower leverage for mature operating projects. DSO improved to 71 days as of quarter-end, and further improved to 54 days as of end-July after receiving INR 5.7 billion in overdue payments from Andhra Pradesh discoms. Manufacturing DSO is only 5 days.

• Project Execution Updates

  • Over 250 MW of additional solar capacity is erected and in final commissioning stages. Over 50% of modules required for full-year FY27 execution are already on site, with the remainder secured via in-house production. Silver price exposure is fully hedged for FY27.
  • For battery energy storage projects, 100% of pricing is locked in at attractive rates, and 25% of equipment has reached project sites.
  • 100% of wind turbines required for full-year FY27 are contracted within budget, and land is fully secured for 12 months of upcoming execution.

• Manufacturing Expansion

  • A 4 GW Topcon cell facility is under construction, with civil and structural works in final stages, production lines installed, and first cell production expected by the end of calendar 2026. The facility is expected to be fully operational by the end of FY27.
  • A new Indian wafer plant in Andhra Pradesh is on track to be commissioned in early calendar 2028.

• ESG and Sustainability Performance

  • The company maintained carbon neutrality for Scope 1 and 2 emissions for the 6th consecutive year, reduced Scope 1 and 2 GHG emissions by 25.6% from the FY22 baseline, and achieved an 84% renewable electricity mix.
  • 100% of critical suppliers have completed ESG risk assessments for the third consecutive year, with scope expanded to include tier 2 suppliers, and 100% local sourcing of steel for wind tower plates has been achieved.
  • The board maintains 55% independent director representation, and 27 company-wide and 8 manufacturing-specific ESG targets have been established to embed accountability.
  • The company holds top industry ESG ratings, including an S&P Global CSA score of 84, CDP A-list status for climate change and supply chain engagement, AAA MSCI rating, and a favorable low sustainability risk score of 11.6.

• Management reiterates its full FY27 consolidated adjusted EBITDA guidance of INR 103 to 109 billion, with INR 10 to 12 billion of adjusted EBITDA expected from manufacturing and INR 1 to 2 billion expected from asset sales.
• Full-year FY27 new construction guidance is maintained at 1.6 to 2.4 gigawatts, with full-year cash flow to equity guidance of INR 18 to 22 billion.
• Excluding manufacturing and pending asset sales, management expects the total 20.5 GW committed renewable portfolio to generate run-rate adjusted EBITDA of INR 134 to 140 billion, and run-rate cash flow to equity of INR 32 to 36 billion, assuming normal weather conditions.
• Management maintained full-year manufacturing EBITDA guidance despite a strong Q1 outperformance, citing expected moderate margin normalization as new industry capacity comes online and near-term market uncertainty related to an ALMM sales extension, but guidance will be revisited after Q2 results if performance remains stronger than expected.

1. IPP (Independent Power Producer) Business: Generated INR 29 billion in adjusted total income and INR 24.7 billion in adjusted EBITDA. Adjusted EBITDA margin was 86%, contributing 81.25% of consolidated adjusted EBITDA. As of Q1 FY27, operating capacity includes 5.6 GW of wind, 7.8 GW of solar, 99 MW of hydro, and 100 MW/250 MWh of energy storage, with total operating capacity up 26% YoY (22% net of asset sales).
2. CNI (Corporate and Industrial) Business: Total portfolio stands at 2.9 GW, with 2.6 GW of commissioned capacity across 5 states. 330 MW has been commissioned year-to-date. Core contracted offtake is from large technology hyperscalers, with Amazon, Microsoft, and Google collectively accounting for around half of total contracted offtake. A Leafrog-led consortium invested $95 million in equity for an 11.3% stake in the segment.
3. Manufacturing Business: Generated INR 16.6 billion in external adjusted total income and INR 5.7 billion in adjusted EBITDA, accounting for 18.75% of consolidated adjusted EBITDA. Adjusted EBITDA margin was 34%. Current operational capacity is 6.5 GW of modules and 2.5 GW of cells. External order book stands at approximately 1.1 GW, with 40-60% of internal production supplied to the company's IPP business at arm's length pricing (not reflected in external revenue).

• Grid transmission build-out is lagging industry renewable capacity growth, leading to temporary curtailment issues, particularly for projects in the state of Rajasthan, which contributed to a 220 bps YoY decline in solar plant load factor (PLF) in Q1 FY27.
• There is no established compensation mechanism for general transmission-related curtailment, and while management is in discussions with the government to secure partial compensation, outcomes are uncertain.
• Solar module and cell manufacturing margins are expected to see gradual contraction through FY27 as new industry capacity comes online, leading to moderate normalization from Q1's 34% margin.
• Near-term market uncertainty for manufacturing exists following a government extension of the ALMM implementation deadline for sales, creating additional margin volatility.
• The proposed take-private transaction is subject to regulatory approvals, shareholder voting by non-consortium shareholders, and court procedures, with timing subject to uncertainty, and the long-stop completion date is March 31 2027.

Q: What is the expected timeline for the proposed take-private transaction, and what are the key milestones and sources of timing uncertainty?

A: Management expects the scheme of arrangement to become effective in Q1 2027. The timeline requires SEC review, court approval for a shareholder meeting, publication of scheme documents 4 weeks ahead of the meeting, and parallel regulatory approvals that typically take 3-4 months to complete. The long-stop completion date is March 31 2027, though exact timing is subject to regulatory processes and cannot be guaranteed.

Q: The Q1 solar PLF declined 220 bps YoY — how much of this decline came from solar resource variability versus grid curtailment, and could curtailment issues persist into future quarters?

A: Management stated that the split of the impact is roughly half from curtailment and half from cloudier-than-average weather compared to last year. Curtailment in Rajasthan is an ongoing issue caused by delayed transmission build-out, and management is advocating for government support to resolve the issue over the next few months as new transmission lines are completed.

Q: Q1 manufacturing EBITDA was already about half of the full-year guidance range — is the guidance intentionally conservative, or do you expect a meaningful step-down in profitability in the second half of the year?

A: Management noted that manufacturing margins have already contracted from 40% in Q1 FY26 to 34% in Q1 FY27, and further gradual contraction is expected as new industry capacity comes online. The ALMM implementation extension created near-term market uncertainty, so management chose to keep guidance unchanged to err on the side of caution. Guidance will be revisited when Q2 results are announced if performance remains stronger than expected.

Q: Could you clarify whether you are eligible for compensation for transmission-related curtailment, and what is the current status of discussions?

A: Management explained that only a small portion of current curtailment falls under existing mechanisms that guarantee compensation. There is no established compensation framework for the majority of the curtailment from delayed transmission build-out, though the government acknowledges the issue. Discussions are ongoing, but no conclusion has been reached, and full compensation is not expected; management is pursuing partial relief where possible.