Share Subscription cum Shareholders' Agreement and Power Delivery Agreement approved and executed for 26% stake

Vardhman Textiles: Committee of Directors (Renewable Energy) approved, and the company executed, a Share Subscription cum Shareholders' Agreement and a Power Delivery Agreement on 5th October, 2026.

Mon 5 Oct 2026

Stake Acquired

minimum 26% equity shares of Serentica Renewables India 32 Private Limited

Investment Amount

Rs. 41.85 Crore

SPV Capital

Rs. 160.96 Crore

Project Capacity

40 MW wind plant at Karnataka and a 40MWp/30 MW solar plant at Rajasthan

Contracted Power Supply

27 MW of wind solar hybrid power to the company's facility(ies) located in the state of Himachal Pradesh

What was approved and executed

The Committee of Directors (Renewable Energy), in its meeting held on 5th October, 2026, approved the Share Subscription cum Shareholders' Agreement to be entered into by the company with Serentica Renewables India Private Limited (Developer) and Serentica Renewables India 32 Private Limited (Power Producer), along with a Power Delivery Agreement to be entered into by the company with Serentica Renewables India 32 Private Limited (Power Producer). These agreements have been executed by the parties that day itself. The meeting commenced at 10:00 a.m. and concluded at 10:30 a.m.

The stake and the money

• Vardhman Textiles Limited will hold minimum 26% equity shares of Serentica Renewables India 32 Private Limited.
• The capital of Serentica Renewables India 32 Private Limited will be Rs. 160.96 Crore.
• Contribution of Vardhman Textiles Limited will be Rs. 41.85 Crore for a minimum 26% stake.
• Contribution of Serentica Renewables India Private Limited will be Rs. 119.11 Crore for up to 74% stake.
• The nature of consideration is cash, and the contribution will be made in three tranches, depending upon completion of different stages of the Project.
• Both parties, Vardhman Textiles Limited and Serentica Renewables India Private Limited, shall have voting rights in the Power Producer proportionate to their shareholding. Vardhman Textiles Limited shall have rights over Reserved Matters.

What the power project involves

• The purpose of the agreements is to develop / construct a 40 MW wind plant at Karnataka and a 40MWp/30 MW solar plant at Rajasthan, connected to the ISTS grid substation, together with all associated land, power connection assets, auxiliary equipment and facilities, related materials, switch-gear, transformers, protection equipment and other items.
• It will be set up as a captive power project in accordance with the Captive Requirements.
• It is to supply a total of 27 MW of wind solar hybrid power (the Contracted Capacity) to the company's facility(ies) located in the state of Himachal Pradesh.
• The stated object of the acquisition includes complying with the regulatory requirement for captive power consumption under India Electricity laws.

What else the disclosure states

• The proposed acquisition does not fall within the purview of related party transactions, and the promoter / promoter group / group companies do not have any interest in Serentica Renewables India 32 Private Limited.
• Vardhman Textiles Limited will not appoint any director on the Board of the Power Producer.
• No potential conflict of interest shall arise out of these agreements.
• No governmental or regulatory approvals are required for the acquisition.
• Serentica Renewables India 32 Private Limited is a Special Purpose Vehicle created under the captive scheme and incorporated under the Companies Act, 2013 on 29-06-2025. It is engaged in the business of developing and operating renewable power projects.
• Serentica Renewables India 32 Private Limited has not started commercial operations yet.

How the arrangement is described

The company is taking a minimum 26% equity position in the entity that will own and operate the captive power assets, and has rights over Reserved Matters, while the Power Producer has the right to establish and operate the plant. The money moves in three tranches tied to different stages of the Project, and the stated purpose is captive power supply to the company's Himachal Pradesh facility(ies) rather than a standalone third-party power sale business.

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