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.

CESC Limited has announced key board appointments following a resolution passed by circulation on February 25, 2026. The decisions were made based on recommendations from the Nomination and Remuneration Committee and comply with SEBI listing regulations.

Board Appointments Overview

The company's board approved two significant directorial changes that strengthen its independent leadership structure:

Profile of New Director

Umang Kanoria - Industry Veteran

Mr. Umang Kanoria brings extensive industrial experience to CESC's board, particularly in the tea and textile sectors. He currently serves as Chairman and Managing Director of both Kanco Tea & Industries Limited and Kanco Enterprises Limited.

His leadership credentials include:

• Former President of the Indian Chamber of Commerce
• Former President of the Tea Association of India
• Former Chapter Chairman of YPO India

Educational Background:

• B.Com (Hons.) from St. Xavier's College, Kolkata
• MBA from IMD, Lausanne, Switzerland
• Associate Member of the Institute of Cost Accountants of India

Re-appointed Director Profile

Debanjan Mandal - Legal Expert

Mr. Debanjan Mandal's re-appointment for a second term reflects his valuable contribution to the board. He serves as Partner at Fox & Mandal, a multi-disciplinary law firm established in 1896, bringing over 20 years of post-qualification experience.

Areas of Expertise:

• Corporate and commercial laws
• Real estate and infrastructure
• Dispute resolution
• Mergers & acquisitions

Professional Memberships:

• Incorporated Law Society, High Court at Calcutta
• Supreme Court Bar Association
• International Bar Association (UK)
• Chairman of ICC National Expert Committee on Corporate & Legal Affairs

Regulatory Compliance

Both appointments comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 30. The company has confirmed that neither director is debarred from holding directorial positions by SEBI or any other regulatory authority.

These strategic appointments are expected to enhance CESC's governance framework and bring diverse expertise to the board's decision-making processes.