SWELECT Energy Systems Limited (SESL) has announced an investment of ₹2.5 crore by subscribing to the Redeemable, Non-Convertible, Non-Cumulative 0.01% Preference Shares in its wholly owned subsidiary, Noel Media & Advertising Private Limited. The decision was approved by the Board of Directors at their meeting held on March 22, 2025, and the acquisition is expected to be completed by March 31, 2025.

Key Details of the Investment:

• Investment Amount: ₹2,50,00,000 (Rupees Two Crores and Fifty Lakhs Only)

• Type of Shares: 2,50,000 Redeemable, Non-Convertible, Non-Cumulative 0.01% Preference Shares

• Price per Share: ₹100/- each

With this acquisition, SWELECT Energy Systems Limited will hold 100% of the preference shares in Noel Media & Advertising Private Limited. However, there will be no change in the equity shareholding with voting rights, which remains at 100%.

Details of Noel Media & Advertising Private Limited:

Noel Media & Advertising Private Limited (Noel) is an existing wholly owned subsidiary of SWELECT Energy Systems Limited. The company was incorporated on December 19, 2006, and initially operated in the advertisement and media business. However, after the Hon’ble High Court of Madras approved a scheme of arrangement, the media business was demerged, and since April 1, 2014, Noel operates exclusively in the power generation and distribution sector.

• Paid-Up Capital as of March 31, 2024: ₹21.08 Lakhs

• Net Worth as of March 31, 2024: ₹278.89 Lakhs

• Turnover for FY 2023-24: ₹167.45 Lakhs

• Profit After Tax for FY 2023-24: ₹5.17 Lakhs

Financial Performance Overview:

The turnover of Noel Media & Advertising Private Limited for the last three financial years is as follows:

• FY 2023-24: ₹167.45 Lakhs

• FY 2022-23: ₹174.55 Lakhs

• FY 2021-22: ₹175.46 Lakhs

Nature of the Transaction:

The acquisition is classified as a related party transaction as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Since Noel Media & Advertising Private Limited is a wholly owned subsidiary of SWELECT Energy Systems Limited, the promoter/promoter group holds an interest in the target entity. However, the transaction has been executed at arm’s length basis.

Objective and Impact of Acquisition:

The investment is aimed at meeting various funding requirements of Noel Media & Advertising Private Limited. This strategic investment will strengthen Noel's financial position and facilitate its continued operations in the power generation business.

Despite the acquisition of preference shares, there will be no change in the equity holding of SWELECT Energy Systems Limited in Noel Media & Advertising Private Limited.

Background and Line of Business:

Noel Media & Advertising Private Limited primarily operates in the power generation and distribution sector. The company owns and operates a 1 MW solar power plant located at Thachanendal Village, Illayankudi Taluk, Sivagangai District, Tamil Nadu. The company’s focus remains aligned with the broader vision of SWELECT Energy Systems Limited to expand and strengthen its footprint in the renewable energy sector.

Completion Timeline:

• The acquisition is expected to be completed by March 31, 2025.

• The transaction will be conducted through a cash consideration where 2,50,000 shares will be acquired at ₹100/- per share.

Regulatory and Compliance Details:

• Government or Regulatory Approvals: Not Applicable

• Disclosure Requirements: The disclosure has been made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI circular SEBI/HO/CFD/CFD-PoD-P/CIR/2023/123 dated July 13, 2023.

Conclusion:

With this strategic investment, SWELECT Energy Systems Limited reaffirms its commitment to strengthening its subsidiary’s financial stability while maintaining its 100% equity control over Noel Media & Advertising Private Limited. The move aligns with SWELECT’s broader objective of focusing on renewable energy growth and expansion in the Indian market.

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