Date: October 31, 2026

Board Meeting Outcomes

  • Indicative timeline for completion of acquisition revised from October 31, 2026 to November 21, 2026
  • Amendment executed to the Share Purchase Agreement among ReNew Solar Power Private Limited, Purvah Green Power Private Limited and the target companies

Disinvestment / Strategic Actions

Acquisition Details

Acquiring Entity: Purvah Green Power Private Limited (PGPPL), a subsidiary of CESC Limited

Seller: ReNew Solar Power Private Limited

Target Companies: 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, ReNew Agni Power Private Limited

Stake Acquired: 100% share capital of all six target companies

Post-acquisition Status: Target companies will become step-down subsidiaries of CESC Limited

Transaction Value

Enterprise Value: INR 4,859 crores (excluding contingent payment of estimated INR 230 crores)

Contingent Payment: Payable only on additional realization of change in law claim

Cash Consideration: INR 1,582 crores on closing (including INR 94 crores of net current assets but excluding Contingent Payment)

Consideration Breakdown:

  • 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)

Subject to: Post-closing adjustments as set out in the SPA

Target Company Details

| 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 MW (Approx. 1.4 GWp) | 589.8 |

Business Profile of Target Companies

Principal Object: Generation and supply of power from renewable sources and project development for such assets including associated transmission infrastructure

Industry: Renewable Energy (Power sector)

Related Party Transaction: No - the acquisition does not fall within related party transactions

Governmental Approvals: No governmental or regulatory approval required

Financial Performance of Target Companies

ReNew Hans Urja Private Limited

  • Date of incorporation: 13 September 2021
  • Date of commencement of business: 25 March 2025
  • Turnover: FY 24-25: INR 41.5 crores, FY 23-24: INR 0.0 crores

ReNew Solar Photovoltaic Private Limited

  • Date of incorporation: 1 June 2013
  • Date of commencement of business: 27 March 2017
  • Turnover: FY 24-25: INR 19.0 crores, FY 23-24: INR 20.6 crores, FY 22-23: INR 19.6 crores

ReNew Wind Energy (Karnataka 3) Private Limited

  • Date of incorporation: 5 March 2015
  • Date of commencement of business: 28 April 2017
  • Turnover: FY 24-25: INR 19.5 crores, FY 23-24: INR 20.3 crores, FY 22-23: INR 19.8 crores

ReNew Wind Energy (MP Four) Private Limited

  • Date of incorporation: 23 November 2013
  • Date of commencement of business: 31 March 2017
  • Turnover: FY 24-25: INR 20.1 crores, FY 23-24: INR 23.7 crores, FY 22-23: INR 21.1 crores

ReNew Wind Energy (Karnataka 4) Private Limited

  • Date of incorporation: 6 October 2015
  • Date of commencement of business: 31 March 2017
  • Turnover: FY 24-25: INR 20.6 crores, FY 23-24: INR 24.6 crores, FY 22-23: INR 21.0 crores

ReNew Agni Power Private Limited

  • Date of incorporation: 6 October 2015
  • Date of commencement of business: 31 March 2017
  • Turnover: FY 24-25: INR 20.6 crores, FY 23-24: INR 24.6 crores, FY 22-23: INR 21.0 crores

All target companies are incorporated in India.

Strategic Impact

Capacity Expansion:

  • Increases operational renewable capacity to over 1.8 GWp
  • Increases contracted/tied-up capacity to over 3 GWp (Total 4.8 GWp)
  • Adds 2.2 GWh battery energy capacity under implementation

Portfolio Transformation: Shifts Purvah's portfolio from primarily development projects to assets generating contracted cash flows

Contract Structure: More than 90% of capacity contracted with Solar Energy Corporation of India (SECI) under 25-year power purchase agreements, balance with Karnataka distribution companies

Strategic Objective: Accelerates progress towards building a 10 GW renewable energy portfolio