CESC Limited has announced the approval of a Scheme of Amalgamation between its subsidiary, Purvah Green Power Private Limited (Transferee Company), and RPSG Energy Services Limited (Transferor Company). The amalgamation, set to proceed under Sections 230-232 of the Companies Act, 2013, aims to consolidate renewable energy portfolios and generate operational synergies. The scheme is subject to necessary approvals from the National Company Law Tribunal (NCLT) and shareholders. Upon completion, there will be no change in CESC Limited’s shareholding pattern.
Subsidiary Amalgamation Approved
CESC Limited has received an intimation from its subsidiary, Purvah Green Power Private Limited, regarding the approval of a Scheme of Amalgamation. The board of Purvah Green Power has approved the amalgamation of RPSG Energy Services Limited with itself. This strategic move is being undertaken under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions.
Strategic Rationale and Synergies
The proposed amalgamation is expected to consolidate the renewable energy portfolios of both companies under a single entity. The companies operate within the renewable energy sector, and this merger is anticipated to create significant operational and commercial synergies. These include the potential for captive supply of module components, leading to enhanced cost and quality control, and mitigation of supply chain risks. The business of the Transferor Company involves manufacturing modules for non-conventional and renewable energy sources, while the Transferee Company is involved in renewable energy generation, engineering, procurement, and construction (EPC) for electrical energy projects using solar, wind, and other renewable sources.
Share Exchange and Approvals
The amalgamation is subject to obtaining necessary approvals from the jurisdictional bench of the National Company Law Tribunal (NCLT), as well as from the shareholders of both Purvah Green Power and RPSG Energy, and any other required authorities. The share exchange ratio has been determined by KPMG Valuation Services LLP. Pursuant to the Scheme, the Transferee Company will issue 491 fully paid-up equity shares of INR 10 face value for every 100 equity shares of INR 10 face value held in the Transferor Company. ICICI Securities Limited, a Category I SEBI Registered Merchant Banker, has provided a fairness opinion on this ratio.
Financial Overview of Entities
As of July 29, 2026, Purvah Green Power Private Limited reported total assets of INR 2,926.37 Crore and a net worth of INR 945.29 Crore. Its revenue from operations for the financial year 2025-26 was INR 1,097.61 Crore. RPSG Energy Services Limited, on the other hand, had total assets and net worth of INR 271.24 Crore as of the same date. Its subsidiary, RPSG Solvanta, generated revenue of INR 275.76 Crore in FY 2025-26 and INR 286.15 Crore by July 29, 2026.
Impact on CESC Limited
Upon the Scheme becoming effective, there will be no change in the shareholding pattern of CESC Limited. The transaction has been structured to fall within related party transactions, with the consideration being discharged on an ‘arm’s length’ basis, as confirmed by the independent fairness opinion.
Source: BSE
