Prabha Energy Limited, a publicly listed entity engaged in the energy and infrastructure sector, has issued an official disclosure dated May 15, 2025, regarding the sale of fractional shares arising out of its recently sanctioned Composite Scheme of Arrangement. This scheme involved the amalgamation of Deep Energy Resources Limited and Savla Oil and Gas Private Limited into Prabha Energy Limited, under the applicable provisions of Sections 230 to 232 of the Companies Act, 2013.

Background of the Composite Scheme of Arrangement

The Composite Scheme was implemented to streamline the business structure of the group entities and consolidate resources and operational synergies. As a result of this merger, certain shareholders became entitled to fractional shares, which are portions of equity that do not constitute a full share and hence cannot be allotted individually to shareholders.

Details of the Fractional Share Sale

As per the company’s intimation, a total of 6,024 equity shares have emerged as fractional entitlements post-merger. These shares have been held in a joint demat account under the names of the Managing Director and a Director of the Company, acting solely in their capacity as TRUSTEES on behalf of the eligible shareholders.

In accordance with standard practice for fractional entitlements under a court-approved scheme, the company has initiated the process to sell these shares in the open market. The net proceeds generated from this sale—after deduction of:

• All expenses related to the sale,

• Applicable capital gains taxes,

—will be distributed to each eligible shareholder based on the data shared by the company’s Registrar and Transfer Agent (RTA), MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited).

Distribution Process and Shareholder Advisory

The company has confirmed that once the sale is executed, the net proceeds will be transferred directly to the bank accounts of the respective eligible shareholders. The payments will be done through electronic transfer to the bank accounts linked to the shareholders’ respective demat accounts.

To ensure a smooth disbursement process, the company has issued an important advisory to all eligible shareholders to immediately update or verify their bank account details with their Depository Participant (DP). This is to avoid any delays or failures in crediting the funds.

Compliance with Regulatory Framework

This move is in complete compliance with the provisions of the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. Prabha Energy Limited has addressed this intimation to both the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) under Scrip Code: 544379 and Symbol: PRABHA, respectively.

Such disclosures are crucial in ensuring transparency and shareholder awareness in the post-amalgamation corporate actions, particularly when it comes to financial entitlements resulting from mergers and restructuring.

Impact on Shareholders and Market Perception

Although the sale of fractional shares and the subsequent distribution of proceeds do not materially impact the company’s balance sheet or share capital, it serves as a positive indicator of corporate governance and regulatory compliance. It also ensures that no shareholder is disadvantaged due to the technicality of fractional entitlements.

For investors and stakeholders, this update provides clarity on the execution and settlement of a long-standing merger transaction, offering assurance about the company’s promptness in closing residual aspects of the scheme.

Looking Ahead

This process reflects Prabha Energy Limited’s commitment to adhering to regulatory standards while maintaining shareholder trust. It also signals the company’s progress in finalizing administrative procedures following its strategic consolidation with Deep Energy Resources Limited and Savla Oil and Gas Private Limited.

The smooth execution and communication of this fractional shares sale also set a precedent for how post-merger entitlements should be managed in a compliant and shareholder-friendly manner.

Conclusion
Prabha Energy Limited’s decision to sell fractional shares arising from its Composite Scheme of Arrangement and distribute the net proceeds to eligible shareholders exemplifies good corporate governance. The company has urged shareholders to ensure their bank details are updated to facilitate prompt crediting of funds. This update marks the successful administrative wrap-up of the merger process with Deep Energy and Savla Oil and reflects the company's adherence to legal and financial compliance norms.

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