Key Transaction Details

Purvah Green Power Private Limited (PGPPL), a subsidiary of CESC Limited, entered into a Share Purchase Agreement (SPA) on 10th August 2026 for the acquisition of 100% share capital of six target companies from ReNew Solar Power Private Limited (Seller). The target companies are: ReNew Hans Urja Private Limited, ReNew Solar Photovoltaic Private Limited, ReNew Wind Energy (Karnataka 3) Private Limited, ReNew Wind Energy (MP Four) Private Limited, ReNew Wind Energy (Karnataka 4) Private Limited, and ReNew Agni Power Private Limited.

Post-acquisition, the target companies will become step-down subsidiaries of CESC Limited.

Acquisition Consideration and Structure

The enterprise value is INR 4,859 crores, excluding a contingent payment of estimated INR 230 crores payable only on additional realization of change in law claim.

The cash consideration payable on closing is INR 1,582 crores (including INR 94 crores of net current assets but excluding the contingent payment amount). This consists of:

  • Payment to sellers for share capital: INR 589 crores
  • Infusion of unsecured promoter debt: INR 993 crores (to be used for repayment of existing promoter debt)

The consideration is subject to post-closing adjustments as per the SPA.

Capacity and Financial Details of Target Companies

| Target Company | Installed Capacity (MWp) | Cost of Acquisition (INR Crores) |

| ReNew Hans Urja Private Limited | 810 | 137.9 |

| ReNew Solar Photovoltaic Private Limited | 506.25 | 118.4 |

| ReNew Wind Energy (Karnataka 3) Private Limited | 24.55 | 79.2 |

| ReNew Wind Energy (MP Four) Private Limited | 24.60 | 71.1 |

| ReNew Wind Energy (Karnataka 4) Private Limited | 22.90 | 86.7 |

| ReNew Agni Power Private Limited | 23.18 | 95.5 |

| TOTAL | 1,411.48 MWp (≈1.4 GWp) | 589.8 |

Operational and Strategic Impact

The acquisition expands CESC's renewable power footprint, significantly accelerating its Pan-India presence. Post-completion:

  • Operational capacity increases to over 1.8 GWp
  • Contracted/tied-up capacity reaches over 3 GWp
  • Total portfolio becomes 4.8 GWp plus 2.2 GWh battery capacity under implementation

The transaction moves the group toward its ambition of building a 10 GW renewable energy platform.

Regulatory and Governance Aspects

The acquisition does not constitute a related party transaction. Promoter/promoter group/group companies of CESC Limited have no interest in the target companies.

No governmental or regulatory approvals are required for the acquisition.

Timeline

The indicative period for completion of the acquisition is before 31st October 2026.

Business Background of Target Companies

All target companies are engaged in generation and supply of power from renewable sources and project development, including associated transmission infrastructure. All are incorporated in India with the following operational details:

ReNew Hans Urja Private Limited

  • Incorporated: 8 June 2021
  • Commencement: Commissioned in parts between 28 July 2024 and 23 December 2024
  • Turnover: FY24-25: INR 132.8 crores; FY23-24: INR 0.1 crores

ReNew Solar Photovoltaic Private Limited

  • Incorporated: 13 September 2021
  • Commencement: 25 March 2025
  • Turnover: FY24-25: INR 41.5 crores; FY23-24: INR 0.0 crores

ReNew Wind Energy (Karnataka 3) Private Limited

  • Incorporated: 1 June 2013
  • Commencement: 27 March 2017
  • Turnover: FY24-25: INR 19.0 crores; FY23-24: INR 20.6 crores; FY22-23: INR 19.6 crores

ReNew Wind Energy (MP Four) Private Limited

  • Incorporated: 5 March 2015
  • Commencement: 28 April 2017
  • Turnover: FY24-25: INR 19.5 crores; FY23-24: INR 20.3 crores; FY22-23: INR 19.8 crores

ReNew Wind Energy (Karnataka 4) Private Limited

  • Incorporated: 23 November 2013
  • Commencement: 31 March 2017
  • Turnover: FY24-25: INR 20.1 crores; FY23-24: INR 23.7 crores; FY22-23: INR 21.1 crores

ReNew Agni Power Private Limited

  • Incorporated: 6 October 2015
  • Commencement: 31 March 2017
  • Turnover: FY24-25: INR 20.6 crores; FY23-24: INR 24.6 crores; FY22-23: INR 21.0 crores

Additional Information from Press Release

The acquired assets are operating projects with established generation track record. More than 90% of capacity is contracted with Solar Energy Corporation of India (SECI) under 25-year power purchase agreements, with the balance contracted with Karnataka distribution companies.

The transaction represents one of the largest acquisitions of operating solar assets in the Indian market.