CESC Limited has disclosed the incorporation of four wholly owned subsidiary companies under its subsidiary Purvah Green Power Private Limited, as per regulatory filing under Regulation 30 of SEBI Listing Regulations, 2015.

New Subsidiary Companies Incorporated

Purvah Green Power Private Limited incorporated four new companies on March 12, 2026, all focused on renewable power sector opportunities:

Financial Structure and Investment

Each newly incorporated company has been established as a wholly owned subsidiary of Purvah Green Power Private Limited with identical capital structure:

Strategic Objectives

All four companies have been incorporated with the primary objective to explore opportunities in the renewable power sector. This strategic move represents CESC's continued commitment to expanding its presence in the clean energy space through its subsidiary structure.

Regulatory Compliance

The incorporation was disclosed through a formal communication to both NSE (Scrip Code: CESC) and BSE (Scrip Code: 500084), signed by Company Secretary & Compliance Officer Jagdish Patra. The disclosure complies with SEBI Master Circular requirements for subsidiary company formations.

CESC Limited has issued a comprehensive postal ballot notice dated February 25, 2026, seeking shareholder approval for three critical special resolutions through electronic voting. The notice, communicated to stock exchanges on February 27, 2026, outlines significant corporate governance and financial decisions requiring member consent.

Director Appointments and Re-appointments

The company proposes two key board appointments that require special resolution approval. The first involves appointing Mr. Umang Kanoria as Non-Executive Independent Director for a three-year term commencing February 25, 2026. Mr. Kanoria, aged 66 years, brings extensive industrial experience from the tea and textile sectors, having served as Chairman and Managing Director of Kanco Tea & Industries Limited and Kanco Enterprises Limited.

The second resolution concerns re-appointing Mr. Debanjan Mandal as Non-Executive Independent Director for five consecutive years from May 10, 2026. Mr. Mandal, currently 52 years old, is a Partner at Fox & Mandal law firm with over 20 years of experience in corporate and commercial laws. During Financial Year 2025-26, he received Rs. 22 lakhs in commission and sitting fees.

Subsidiary Loan Approval

The third special resolution seeks member approval under Section 185 of the Companies Act, 2013, to grant loans/advances up to Rs. 900 crores to Purvah Green Power Private Limited, a subsidiary company. This approval is required as one or more directors of CESC may be interested or deemed interested in the subsidiary.

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to facilitate the e-voting process, with Mr. Pankaj Kumar appointed as Scrutinizer. The voting timeline has been structured to ensure adequate participation from eligible members.

Member Communication and Compliance

In compliance with MCA Circulars and SEBI regulations, the postal ballot notice is being sent electronically to members whose email addresses are registered with the company or depositories. Members holding shares in physical form or those with unregistered email addresses can follow specific procedures outlined in the notice to participate in the voting process.

The notice provides comprehensive instructions for different categories of shareholders, including those holding securities in demat mode with NSDL or CDSL, and those maintaining physical share certificates. The company has made the notice available on its website at www.cesc.co.in and NSDL's e-voting platform at www.evoting.nsdl.com .

Board Recommendations

The Board of Directors has recommended all three special resolutions for member approval. The appointments are based on recommendations from the Nomination and Remuneration Committee, considering the candidates' expertise, experience, and potential contribution to the company's strategic objectives. The subsidiary loan facility is positioned to support optimal fund utilization for achieving long-term business goals.