Key Resolutions for Approval

Ordinary Resolutions (Item 1-3): Material Related Party Transactions

Item 1: Transactions with Lineage Power Private Limited

  • Maximum aggregate value: ₹3,650 crore during FY 2026-27
  • Transaction types: Sale of products/services (₹20 crore), Purchase of products/services (₹3,500 crore), Management Consultancy (₹25 crore), Inter Corporate Loans (₹60 crore), Interest Income on Corporate Guarantee (₹5 crore), Interest Expense on Corporate Guarantee (₹15 crore), Rental Expenses - Land & Building (₹15 crore), Rental Expenses - Plant & Machinery (₹10 crore)
  • Lineage Power is a material unlisted subsidiary (79.74% owned) manufacturing BESS and passive equipment for telecom towers
  • FY25-26 financials: Turnover ₹1,063.60 crore, Net Worth ₹205.27 crore, Net Profit ₹48.21 crore
  • Credit rating: CRISIL A-/Stable (long term), CRISIL A2+ (short term) as of December 8, 2025

Item 2: Transactions with Pace Ecoplanet Solace Private Limited

  • Maximum aggregate value: ₹1,035 crore during FY 2026-27
  • Transaction types: Sale of products/services (₹1,000 crore), Management Consultancy (₹5 crore), Inter Corporate Loans (₹5 crore), Reimbursement of LC & BG charges (₹25 crore)
  • Special Purpose Vehicle (60% owned) formed for MAHAGENCO project execution
  • Incorporated in January 2026, no prior financial history
  • Project expected completion: March 2027

Item 3: Transactions with Inso Pace Private Limited

  • Maximum aggregate value: ₹910 crore during FY 2026-27
  • Transaction types: Sale of products/services (₹700 crore), Management Consultancy (₹5 crore), Inter Corporate Loans/Investments (₹200 crore including ₹175 crore project finance), Reimbursement of LC & BG charges (₹5 crore)
  • Unlisted subsidiary (51% owned) executing KPTCL project on Build-Own-Operate model
  • BESPA agreement with KPTCL for 12 years
  • FY25-26 financials: Net Worth ₹0.02 crore, Net Loss ₹0.06 crore

Special Resolutions (Item 4-5): Employee Stock Option Plan

Item 4: PDL ESOP 2026 Approval

  • Maximum options: 20,00,000 options convertible into equal number of equity shares of ₹2 face value
  • Vesting period: Minimum 1 year, maximum 4 years from grant date
  • Exercise price: To be determined by Nomination & Remuneration Committee, not less than face value
  • Black-Scholes Option Pricing Model for valuation
  • Implementation through direct route (no trust involved)

Item 5: ESOP Extension to Subsidiary Employees

  • Extends PDL ESOP 2026 benefits to employees of present and future subsidiaries
  • Same maximum limit of 20,00,000 options
  • Excludes promoters, promoter group members, independent directors, and directors holding >10% equity shares

Voting Details

  • Cut-off date for eligibility: June 19, 2026
  • E-voting period: June 23, 2026 (9:00 AM IST) to July 22, 2026 (5:00 PM IST)
  • Results declaration: On or before July 24, 2026
  • Scrutinizer: Mr. Pramod S (ACS No. 36020, CP No. 13335)
  • E-voting service provider: MUFG Intime India Private Limited

Financial Impact

  • Total RPT value seeking approval: ₹5,595 crore across three subsidiaries
  • ESOP potential dilution: Up to 20,00,000 equity shares
  • All transactions claimed to be at arm's length and in ordinary course of business

Additional Information

  • Explanatory statement provides detailed justification for each transaction
  • Documents available for inspection at registered office during voting period
  • Email communication to all members with registered email addresses
  • Physical copies not being sent pursuant to MCA circulars