Scheme of Amalgamation of RPSG Energy Services Limited with Purvah Green Power Private Limited

DOC: SEC: 1873/2026-27/134 Date: 31st July, 2026 BSE Limited National Stock Exchange of India Limited Sir Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor Dalal Street, Fort Plot No. C-1, Block G Mumbai – 400001 Bandra Kurla Complex, Bandra (East) Security code: 500084 Mumbai – 400051 Scrip code: CESC Dear Sir/ Madam, SUB: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended (“Listing Regulations”) REF: Scheme of Amalgamation of RPSG Energy Services Limited with Purvah Green Power Private Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 This is to inform that we have received an intimation from our subsidiary namely, Purvah Green Power Private Limited (“Purvah”) that its board of directors at its meeting held today, has approved a Scheme of Amalgamation of RPSG Energy Services Limited (“RPSG Energy” or “Transferor Company”) with Purvah (“Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) (“Scheme”). 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. In terms of the Listing Regulations, we are furnishing herewith the details of the said Scheme in Annexure I. Thanking you, Yours faithfully, For CESC Limited Jagdish Patra Company Secretary & Compliance Officer Encl: As above Annexure I – Brief details of Amalgamation/ Merger a) Name of the 1. Purvah Green Power Private Limited (Transferee Company) entity(ies) forming part of Total assets – INR 2,926.37 Crore (As on July 29, 2026) the Net worth – INR 945.29 Crore (As on July 29, 2026) amalgamation/ Revenue from operations – INR 1,097.61 Crore (during financial year merger, details 2025-26) in brief such as size, turnover 2. RPSG Energy Services Limited (Transferor Company) Total assets – INR 271.24 Crore (As on July 29, 2026) Net worth – INR 271.24 Crore (As on July 29, 2026) The Transferor Company, through its subsidiary namely, RPSG Solvanta Private Limited (“RPSG Solvanta”), operates in the renewable energy sector. RPSG Solvanta is, inter alia, engaged in manufacturing of modules relating to generation of power through non-conventional and renewable energy sources. Revenue from operations of RPSG Solvanta during financial year 2025- 26 was – INR 275.76 Crore and for the current financial year till July, 29 2026 is INR 286.15 Crore. b) Whether the Yes, both the companies involved in the transaction are related parties transaction to each other. would fall within related However, in terms of General Circular No. 30/2014 dated 17th July 2014 party issued by Ministry of Corporate Affairs (“MCA Circular”), the transactions? If transactions arising out of compromises, arrangements and yes, whether amalgamations under the Companies Act, 2013 (“Act”), will not attract the same is the requirements of Section 188 of the Act. done at “arms’ length” The consideration (share exchange ratio), as determined by KPMG Valuation Services LLP, the Registered Valuer, for the amalgamation is being discharged on an "arm's length" basis. ICICI Securities Limited, an independent Category I SEBI Registered Merchant Banker has issued its fairness opinion on the share exchange ratio determined by the Registered Valuer. c) Area of a) The Transferor Company together with its subsidiary is, inter alia, business of the engaged in the business activities relating to manufacturing of entity(ies) modules relating to generation of power through non-conventional and renewable energy sources; and b) The Transferee Company is engaged in the business of carrying out activities relating to generation of power through renewable energy sources and also engaged in the business of engineering, procurement and construction (EPC) contractor for electrical energy projects using solar, wind, wind-solar power plants and/or other renewable energy sources or any other non-conventional energy sources and services associated with development, engineering, manufacturing, procurement and construction, operation and maintenance, renovation and modernisation of all types of power plants based on solar, wind, hybrid, hydro and other form of renewable energy. d) Rationale for The proposed amalgamation of the Transferor Company with the amalgamation/ Transferee Company is inter alia expected to result in the consolidation merger of the renewable energy portfolios of the respective companies under a single entity. Given that both companies operate within the renewable energy sector, the amalgamation is anticipated to generate operational and commercial synergies, including captive supply of module components. This would enable enhanced cost and quality control, while mitigating supply chain risks. e) In case of cash The share exchange ratio, as determined by KPMG Valuation Services consideration – LLP, Registered Valuer, for issue of consideration pursuant to the amount or Scheme is summarized as follows: otherwise share In consideration for amalgamation of the Transferor Company with the exchange ratio Transferee Company, the Transferee Company will issue and allot 491 fully paid up equity shares of the face value of INR 10 each for every 100 equity share of the face value of INR 10 each fully paid-up of the Transferor Company held by them as on the Effective Date (as defined in the Scheme). f) Brief details of Upon the Scheme becoming effective, there shall be no change in the change in shareholding pattern of CESC Limited. shareholding pattern (if any) of listed entity