Date: 31st July, 2026

Board Meeting Outcomes

CESC Limited's subsidiary, Purvah Green Power Private Limited ("Purvah" or "Transferee Company"), held a board meeting on July 31, 2026. The board approved a Scheme of Amalgamation of RPSG Energy Services Limited ("RPSG Energy" or "Transferor Company") with Purvah and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Scheme is subject to receipt of necessary approvals from the jurisdictional bench of the National Company Law Tribunal ("NCLT"), shareholders of Purvah and RPSG Energy, and such other persons and authorities, as may be required.

Disinvestment / Strategic Actions

Nature of Action: Scheme of Amalgamation

Entities Involved:

  • Transferee Company: Purvah Green Power Private Limited
  • Transferor Company: RPSG Energy Services Limited

Financial Details of Entities (as of July 29, 2026):

  • Purvah Green Power Private Limited:
  • Total Assets: INR 2,926.37 Crore
  • Net Worth: INR 945.29 Crore
  • Revenue from Operations (FY 2025-26): INR 1,097.61 Crore
  • RPSG Energy Services Limited:
  • Total Assets: INR 271.24 Crore
  • Net Worth: INR 271.24 Crore

RPSG Energy Services Limited operates in the renewable energy sector through its subsidiary, RPSG Solvanta Private Limited. RPSG Solvanta is engaged in manufacturing modules for power generation through non-conventional and renewable energy sources.

  • RPSG Solvanta's Revenue from Operations (FY 2025-26): INR 275.76 Crore
  • RPSG Solvanta's Revenue from Operations (Current FY till July 29, 2026): INR 286.15 Crore

Consideration & Share Exchange Ratio:

The share exchange ratio was determined by KPMG Valuation Services LLP, the Registered Valuer. The consideration for the amalgamation is being discharged on an "arm's length" basis.

The share exchange ratio is: 491 fully paid-up equity shares of Purvah (face value INR 10 each) for every 100 equity shares of RPSG Energy (face value INR 10 each) held on the Effective Date.

ICICI Securities Limited, an independent Category I SEBI Registered Merchant Banker, has issued a fairness opinion on this share exchange ratio.

Related Party Transaction Status:

The transaction is between related parties. However, it is cited that per the Ministry of Corporate Affairs General Circular No. 30/2014 dated July 17, 2014, transactions arising from compromises, arrangements, and amalgamations under the Companies Act, 2013 do not attract the requirements of Section 188 of the Act.

Rationale for Amalgamation:

The amalgamation is expected to consolidate the renewable energy portfolios of both companies under a single entity. The stated rationale is to generate operational and commercial synergies, including captive supply of module components, which would enable enhanced cost and quality control while mitigating supply chain risks.

Impact on Listed Entity (CESC Limited):

Upon the Scheme becoming effective, there will be no change in the shareholding pattern of CESC Limited.

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Financial Results (Standalone & Consolidated)

Not Specified

Auditor’s Report

Not Specified

Other Operational / Legal / Strategic Disclosures

Not Specified