CESC Ltd

Award details

• Awarding entity is Solar Energy Corporation of India Limited (SECI).
• Recipient: Purvah Green Power Private Limited (Purvah), a subsidiary of CESC Limited.
• Nature and scope: Supply of 70 MW FDRE-RTC renewable power to ISTS-connected projects.
• Tariff Rs 5.25 per kWh; contract duration 25 years.
• Domestic awarding entity: SECI.
• Execution period: 25 years from scheduled commencement date.
• No promoter/group interest; related party transactions not applicable.
• LOA issued August 14, 2026 by SECI.

AGM details

• Date and time: Sep 11, 2026 at 10:30 IST.
• Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM).
• Cut-off for voting: Sep 4, 2026.

Key resolutions

• Adopt standalone and consolidated financial statements for the year.
• Note/approve interim dividend of 6 per equity share.
• Re-appoint Shashwat Goenka as Director (ordinary resolution).
• Continue Paras Kumar Chowdhary as Non-Executive Independent Director beyond age 75 (special).
• Enable creation of charge on assets up to 5,000 crore for borrowings (special).
• Ratify cost auditor remuneration for the year ending Mar 31, 2027 (ordinary).

Voting results

• Voting results for AGM resolutions are not disclosed in this filing.

Dividend

• Interim dividend of 6 per equity share proposed/paid.

Director changes

• Sunil Mitra, Independent Director, passed away on Jan 12, 2026.
• Umang Kanoria appointed as Independent Director from Feb 25, 2026; approved by postal ballot Mar 29, 2026.
• Debanjan Mandal re-appointed as Independent Director for five years from May 10, 2026; postal ballot Mar 29, 2026.
• Paras Chowdhary to continue as Non-Executive Independent Director beyond 75 through Special Resolution.
• Shashwat Goenka to be re-appointed as Director (liable to retire by rotation).

Auditor appointments

• Statutory Auditor: S. R. Batliboi & Co. LLP; Secretarial Auditor: Anjan Kumar Roy & Co.
• Cost Auditors’ remuneration to be ratified; amount disclosed for FY2027.

Material related party transactions

• No material related party transactions requiring prior member approval; RPTs are in ordinary course and at arm's length.

Other material approvals

• Special Resolution to create security over assets to secure borrowings up to 5,000 crore.

Business overview

• CESC operates distribution, thermal generation, and renewables; pursuing growth through renewable assets.

Operational highlights

• Entered SPA to acquire 1.4 GWp renewables portfolio for Rs 4,859 Cr.
• LOA for 175 MW wind project at Rs 3.85/kWh.

Financial performance

• Consolidated Q1 FY27 revenue Rs 5,559 Cr; PAT Rs 419 Cr; EBITDA Rs 1,149 Cr.
• Standalone revenue Rs 3,024 Cr; PAT Rs 220 Cr.
• Kolkata distribution T&D loss improved to 6.85% from 7.08% YoY.

Capital structure & liquidity

• Board declared interim dividend of Rs 6 per share.

Strategic priorities & outlook

• Purvah Green accelerates toward 10 GW RE target; completion by 31 Oct 2026.
• Adds ~Rs 600 Cr annual revenue.
• UP solar cell manufacturing in Greater Noida; commissioning 2027.
• Purvah Green 4.5 GWp contracted capacity with PPAs.

Risks & mitigation

• Regulatory/market risks; mitigated via PPAs, SECI off-take, and loss-reduction initiatives.

Governance & leadership

• Board approved interim dividend of Rs 6 per share.

Financial results and dividend

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Interim dividend of Rs 6 per share declared; record date 19 August 2026.
• Audit Committee reviewed results; Board approved on 13 August 2026; limited audit review completed.
• Results relate to Q1 FY2026-27; results include standalone and consolidated statements.
• Independent auditor's review found no material misstatement.

Strategic actions and regulatory matters

• Approved amalgamation: RPSG Energy Services with Purvah Green Power Private Limited; subject to NCLT/SH approvals.
• New subsidiaries formed: Purvah Energy Ventures Private Limited and Novarion Power Private Limited.
• SPA signed to acquire ReNew Hans Urja Private Limited and other ReNew wind/solar entities.
• Regulatory matters: Rs 40 crore provision for old regulatory assets; appeals before APTEL/UPERC ongoing.
• Outstanding listed commercial papers total Rs 600 crore as of 30 June 2026.
• Post-quarter-end: PGPPL and CPL formed new subsidiaries; further schemes/mergers under consideration.

Meeting Details

• Aug 14, 2026; EMKAY Confluence 2026 Investor Conference; Mumbai; Physical; Investor Group.
• Sept 1, 2026; ELARA India 2026 Investor Conference; Mumbai; Physical; Investor Group.
• Key participant: Company Secretary & Compliance Officer.

Target overview

• Six SPVs totaling ~1,411.48 MW (1.41 GWp) installed capacity.
• Business: generation and supply of renewable power; project development and transmission assets.
• Post-completion, targets become step-down subsidiaries of CESC.

Transaction structure

• Acquire 100% equity in six target companies from ReNew Solar Power Private Limited.
• Enterprise Value INR 4,859 crore; contingent payment up to INR 230 crore.
• Closing cash INR 1,582 crore; 589 crore to sellers; promoter debt INR 993 crore.
• Post-closing adjustments to be as per SPA.

Related party & approvals

• Not a related party transaction; promoter group has no interest in targets.
• No governmental or regulatory approvals required for the acquisition.

Timeline

• Indicative completion before 31 October 2026.

Strategic rationale

• Expands renewable footprint; accelerates Purvah's pan-India presence.
• Operational capacity to exceed 1.8 GWp; contracted/tied-up ~3 GWp; total 4.8 GWp.
• Purvah Green Power is CESC's renewable platform; accelerates towards a 10 GW portfolio.

Target background

• ReNew Hans Urja Pvt Ltd: incorporated 8 June 2021; 810 MW; FY24-25 turnover INR 132.8 crores; India.
• ReNew Solar Photovoltaic Pvt Ltd: incorporated 13 September 2021; 506.25 MW; FY24-25 turnover INR 41.5 crores; India.
• ReNew Wind Energy (Karnataka 3) Pvt Ltd: incorporated 1 June 2013; FY24-25 turnover INR 19.0 crores; India.
• ReNew Wind Energy (MP Four) Pvt Ltd: incorporated 5 March 2015; FY24-25 turnover INR 19.5 crores; India.
• ReNew Wind Energy (Karnataka 4) Pvt Ltd: incorporated 23 November 2013; FY24-25 turnover INR 20.1 crores; India.
• ReNew Agni Power Pvt Ltd: incorporated 6 October 2015; FY24-25 turnover INR 20.6 crores; India.

Deal snapshot

• Target entities: six ReNew renewables firms totaling 1,411.48 MWp (1.4 GWp) in India.
• Acquisition of 100% stake; no related-party interests.
• Enterprise value INR 4,859 crore; closing cash INR 1,582 crore; contingent payment up to INR 230 crore.
• Cash closing includes INR 589 crore to sellers and INR 993 crore promoter debt infusion.
• Completion targeted before 31 October 2026; post-closing adjustments per SPA.
• Regulatory approvals: none required.
• Post-completion, target entities become step-down subsidiaries of CESC Limited.
• Industry: Renewable energy; targets generate and develop power projects.
• Aggregate turnover FY24-25 across targets around INR 253.5 crore.
• Targets incorporated in India between 2013 and 2021.
• Post-acquisition, Purvah Green Power accelerates pan-India renewables footprint.
• Post-close capacity: over 4.8 GWp total; 1.8 GWp operational, 3 GWp contracted.
• Battery capacity tied-up at 2.2 GWh.
• Target entities’ business: generation and supply of renewable power and project development.

Award details

• Awarding entity: Solar Energy Corporation of India Ltd (SECI) (domestic).
• Nature and scope: 175 MW wind project awarded to Purvah Green Power Private Limited, subsidiary of CESC Limited.
• Tariff: Rs 3.85 per kWh.
• Execution period: 25 years from scheduled supply date.
• Promoter/group interest: No.
• LOA date: August 5, 2026.