ReNew（RNW.US）买入评级，关注回购与私有化要约

ReNew(RNW US) Buy: Anotherbuyback attempt India ◆Anothernon-bindingbuyoutofferfrommajorityshareholders at6%above thelast closing price, 22% below our fair value MAINTAIN BUY ◆Debt reduction, value creation through private transaction,anda take-privateattemptcould bekeyshare price drivers TARGET PRICE(USD)PREVIOUS TARGET(USD)8.609.00SHARE PRICE(USD)UPSIDE/DOWNSIDE6.39+34.6%(as of29 May 2026) ◆MaintainBuy;cutTPto USD8.60(fromUSD9.00)onINRdepreciation RNW hasreceived anon-bindingproposal from CPPIBand itsfounder to acquirethe entire issued capital of the companynot already owned by them.The proposedtransaction will be structured as a UK scheme of arrangement and is an attempt to takethe company private. It offers shareholders cash consideration of USD6.75 per share, orthe option to retain their shares and remain shareholders in the company. This is thesecond attempt to take the company private. Previously, a consortium of CPPIB, ADIA,the founder and PJSC-Masdar made a final non-binding offer of USD8.15 per share on14 October 2025. This incorporated an increase of USD1.08 per share from the initialoffer of USD7.07 per share. However, PJSC-Masdar withdrew from the consortium on15 December 2025, resulting in the consortium ultimately shelving the transaction. Implied valuation from private transactions in the C&I and solar modulebusinesses suggests the core business is available at a deep discount.On 2 April2026, LeapFrog Investments and co-investors took an 11.3% stake in 2.5GW ofcommitted capacity in the commercial and industrial (C&I) business for USD95m/INR8.8bn, valuing the business post-money at INR87bn. Similarly, in May 2025, BritishInternational Investment (BII) invested USD100m/INR8.7bnin thesolar module and cellmanufacturing subsidiary for c6% stake, valuing the business at INR150bn. Adjusting forattributable value, the remaining value of the core equity business, with c17GW ofoperational and committed capacity, is valued at INR21bn (cUSD219m). We revisit our valuation methodology.Previously, we valued the company using aDCF of earnings from projects already won. Its progress on debt reduction should nowallow it to grow. We revisit our valuation methodology and moveto a sum-of-the-parts(SOTP) approach based on FY28e EV/EBITDA multiples for the power sales and solarmanufacturing businesses (see the valuation section). We adjust EPS estimates forFY27/28 by-9%/-5%, and introduced our FY29 estimate. We calculate fair value as ofMarch 2028 andthen discount it to June 2026 to arrive at a target price of USD8.60(from USD9.00), broadly in line with our earlier valuation after adjusting for INRdepreciation.Our TP implies 35% upside;maintain Buy.Key downside risksincludeINR depreciation, higher interest rates, increased module pricesand the buybackexercise falling through again. Puneet Gulati*, CFASenior Analyst, India Energy, Property & InfraHSBC Securities and Capital Markets (India) Private Limitedpuneetgulati@hsbc.co.in+91 82 9189 7591 Sambhav Kela*Analyst, India Real Estate & PowerHSBC Securities and Capital Markets (India) Private Limitedsambhav.kela@hsbc.co.in+91 22 40891464 Our view on offer.We believe RNW has been struggling to realise its fair value as it islisted in a US stock exchange while the entire business is in India and earnings are INR-denominated.Its attempts at share buybacks and de-leveraging have not had anymeaningful impact on the share price. Delisting from the US exchange and a potentiallisting in India could help unlock fair value. The current offer price is c22% below our fairvalue. While the final offer may not reach the previous level given INR depreciation andthe potential for rollover, we see room for an increase in the buyback price. * Employed by a non-US affiliate of HSBC Securities (USA) Inc, and isnot registered/ qualified pursuant to FINRA regulations. Issuer of report:HSBC Securities and CapitalMarkets (India) Private Limited Disclosures & DisclaimerThis report must be read with the disclosures and the analystcertifications in the Disclosure appendix, and with the Disclaimer, which forms part of it. View HSBC Global Investment Research at:https://www.research.hsbc.com Financials & valuation:ReNew Source: HSBCNote:Priced at close of 29 May 2026 Another buyback offer RNW has received anon-bindingproposal from CPPIB and its founder to acquire the entireissued capital of the company not already owned by them.The proposed transaction will bestructured as a UK scheme of arrangement and is an attempt to take the company private. It offersshareholders cash consideration of USD6.75 per share, or the option to retain their shares andremain shareholders in the company. This is the second attempt to take the company private. Previously, a consortium of CPPIB, ADIA,the founder and PJSC-Masdar made a final non-binding offer of USD8.15 per share on 14 October2025. This offer incorporated an increase of USD1.08 per share from the initial offer of USD7.07 pershare. Ho