Outcome of board meeting of Torrent Power

Held on 12 May 2014

Torrent Power announced that the Board of Directors of the Company at its meeting held on 12 May 2014, inter alia, has approved the following:

Appointment of Pankaj Patel, Samir Barua, Kiran Karnik and Keki Mistry, existing Independent Directors, as Independent Directors for a period of 5 consecutive years starting from 01 April 2014, subject to approval of the shareholders at the ensuing AGM.

Appointed T P Vijayasarathy as Chief Financial Officer of the Company.

Amalgamation of Torrent Energy (TEL) a wholly owned subsidiary of the Company, and Torrent Cables (TCL) with Torrent Power (the Company):

- A composite scheme of amalgamation under the provisions of section 391-394 of the Companies Act, 1956 between Torrent Energy (TEL), a wholly owned subsidiary of the Company, and Torrent Cables (TCL) with the Company (Scheme) was recommended by the Audit Committee and approved by the Board of Directors of the Company.

- The salient features of the Scheme, inter alia, are as under:

a. The Appointed date of the Scheme would be 01 April 2014.

b. All assets and liabilities of TEL and TCL are to be transferred and vested in the Company.

c. The Company to issue its shares to the shareholders of TCL, based on the share exchange ratio determined by the valuer, Price Waterhouse & Co., LLP Chartered Accountants and fairness opinion provided by IDFC Securities, Merchant Bankers, as under:

- Every equity shareholder holding 20 (Twenty) fully paid shares of Rs 10 each of TCL, shall be entitled to receive 19 (Nineteen) fully paid up equity shares of Rs 10 each of the Company.

- Since TEL is a wholly owned subsidiary of the Company, the investment of the Company in TEL shall stand cancelled and no shares to that extent shall be issued by TPL.

d. The scheme is conditional upon inter alia:

(i) regulatory approvals including that of Gujarat Electricity Regulatory Commission, Central Electricity Regulatory Commission, SEBI, Stock Exchanges, and Hon'ble High Court of Gujarat / National Company Law Tribunal;

(ii) proposals from the lenders on re-organisation of consolidated long term financing arrangements on such terms and conditions including appropriate moratorium, repayment period and security structure as may be acceptable to Board.

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