Sumant Sinha, along with affiliated entities Cognisa Investment and Wisemore Advisory Private Limited, filed Amendment No. 12 to a Schedule 13D with the SEC on October 28, 2026, disclosing a side letter to a previously reported Transaction Agreement involving ReNew Energy Global plc.

Key Highlights

  • Side Letter signed: On October 28, 2026, Sumant Sinha, Canada Pension Plan Investment Board, and ReNew Energy Global plc entered into a side letter amending the Transaction Agreement dated August 11, 2026.
  • Amendment scope: The side letter amends paragraph 4.2(h) of Part 1 of Schedule 3 to the Transaction Agreement to clarify the treatment of replacement awards under the New Incentive Plan upon cessation of employment.
  • Sinha aggregate beneficial ownership: Sumant Sinha is reported as beneficially owning 60,540,417 Class A ordinary shares, representing 19.75% of the class.
  • Sole voting and dispositive power: Sinha holds sole voting and dispositive power over 49,102,776 shares and shared voting and dispositive power over 11,437,641 shares.
  • Cognisa Investment ownership: Cognisa Investment holds shared voting and dispositive power over 6,498,328 shares, representing 2.64% of the class.
  • Wisemore Advisory ownership: Wisemore Advisory Private Limited holds shared voting and dispositive power over 4,939,313 shares, representing 2% of the class.
  • Share base used: The 19.75% figure is calculated using an aggregate of 306,579,339 Class A ordinary shares, incorporating outstanding shares, exchangeable ReNew India shares, and options exercisable within 60 days.

Sinha and Affiliates Amend Transaction Agreement with CPPIB and ReNew Energy

According to the filing, Amendment No. 12 to the Schedule 13D was filed by Sumant Sinha in his personal capacity, as well as through affiliated entities Cognisa Investment and Wisemore Advisory Private Limited, each organized in India. The amendment's principal purpose was to disclose a side letter, dated October 28, 2026, entered into among Sinha, Canada Pension Plan Investment Board, and ReNew Energy Global plc as issuer.

The filing states that the side letter amends paragraph 4.2(h) of Part 1 of Schedule 3 (Company Equity Plans and Employee Matters) to the Transaction Agreement, specifically "to clarify the treatment of replacement awards under the New Incentive Plan upon cessation of employment." The filing notes that "except as expressly amended by the Side Letter, the Transaction Agreement remains in full force and effect," and that the description of the side letter "does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter," which was filed as Exhibit 99.31.

The filing calculates Sinha's 19.75% beneficial ownership stake based on an aggregate of 306,579,339 Class A ordinary shares. This total, according to the filing, comprises 246,038,922 shares outstanding as of March 31, 2026 (as reported in the issuer's Form 20-F filed July 30, 2026), 11,437,723 shares that would be issued upon exchange of ReNew India ordinary shares at a 1-to-0.8289 ratio, and 49,102,694 shares issuable to Sinha upon exercise of options exercisable within 60 days of the filing date. The original Schedule 13D was first filed on September 2, 2021, and has since been amended eleven prior times.

What Was Disclosed

Amendment No. 12 to the Schedule 13D discloses a side letter, dated October 28, 2026, that modifies one provision of the Transaction Agreement among Sumant Sinha, Canada Pension Plan Investment Board, and ReNew Energy Global plc, and updates beneficial ownership figures for the three reporting persons.