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CESC Limited Capital/Financing Update 2023

Dec 27, 2023

61470_rns_2023-12-27_51f555fa-4c9e-479d-8297-15bc2eccb9ad.pdf

Capital/Financing Update

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National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No. C/1, G- Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051 SCRIP CODE: CESC

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 SCRIP CODE: 500084

Dear Sir(s),

Sub: Issue of Debt Securities

Further to our letter dated December 21, 2023, we write to inform you that the Committee of the Board at its meeting held today, has approved issue of the following Secured, Unlisted, Redeemable, Rated, Non Convertible Debentures (“NCD’s”) on private placement basis as per the details mentioned below:

  • 1) Issue No – I: 20,000 NCD’s having a face value of Rs. 1,00,000 each, for cash, at par aggregating to Rs. 200 crore, on a private placement basis, as per the particulars furnished in “Annexure A”.

  • 2) Issue No – II: 10,000 NCD’s having a face value of Rs. 1,00,000 each, for cash, at par aggregating to Rs. 100 crore, on a private placement basis, as per the particulars furnished in “Annexure B”.

This is for your information and record.

Thanking you. Yours faithfully, For CESC Limited

JAGDISH PATRA

Digitally signed by JAGDISH PATRA Date: 2023.12.27 10:54:52 +05'30'

Jagdish Patra Company Secretary & Compliance Officer

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Annexure - A

Type
of
securities
proposed to be issued
(viz.
equity
shares,
convertibles etc.)		 Secured, Unlisted, Redeemable, Rated, Non-Convertible Debentures
(NCDs/Debentures)
Type of issuance (further
public offering, rights
issue,
depository
receipts
(ADR/GDR),
qualified
institutions
placement,
preferential
allotment etc
Private Placement
Total number of
securities proposed to be
issued or the total
amount for which the
securities will be
issued(approximately)		 20,000
Size of the issue INR 200,00,00,000/-
Whether proposed to be
listed? If yes, name of
the stock exchange(s)		 Unlisted
Tenure of the instrument
-date of allotment and
date of maturity		 Deemed Date of Allotment – December 28, 2023
Date of Maturity - December 28, 2028 (final redemption date)
Coupon/interest offered,
schedule of payment of
coupon/interest and
principal		 Coupon Rate:3 Months T-Bill Rate + 1.63% p.a.
Coupon Payment Frequency:Monthly
Coupon Payment Schedule: Last day of every calendar month; where the
first period shall commence from the Deemed Date of Allotment being
December 28, 2023 and end on the last day of such calendar month and the
subsequent periods shall commence on the first day of the subsequent
calendar months and end on the last dayof the said calendar months,

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respectively. Provided however that, the last interest period shall end on the
Date of Maturity being December 28, 2028.
Redemption Tenure:
5 (five) years from the Deemed Date of Allotment, if the NCDs are not
redeemed earlier by way of call/put option in accordance with the terms and
conditions mentioned in the relevant transaction documents pertaining to
the issue.
Principal Redemption Schedule:Eight equal quarterly instalments starting
from the end of 39thmonth from the deemed date of allotment, as mentioned
below:
Sr.
No.
Scheduled Redemption Date (i.e.,
the date falling on the expiry of)
Redemption Amount
1.
39thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
2.
42ndMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
3.
45thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
4.
48thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
5.
51stMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
6.
54thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
7.
57thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
8.
Final Redemption Date
INR 25,00,00,000/-		 respectively. Provided however that, the last interest period shall end on the
Date of Maturity being December 28, 2028.
Redemption Tenure:
5 (five) years from the Deemed Date of Allotment, if the NCDs are not
redeemed earlier by way of call/put option in accordance with the terms and
conditions mentioned in the relevant transaction documents pertaining to
the issue.
Principal Redemption Schedule:Eight equal quarterly instalments starting
from the end of 39thmonth from the deemed date of allotment, as mentioned
below:
Sr.
No.
Scheduled Redemption Date (i.e.,
the date falling on the expiry of)
Redemption Amount
1.
39thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
2.
42ndMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
3.
45thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
4.
48thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
5.
51stMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
6.
54thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
7.
57thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
8.
Final Redemption Date
INR 25,00,00,000/-		 respectively. Provided however that, the last interest period shall end on the
Date of Maturity being December 28, 2028.
Redemption Tenure:
5 (five) years from the Deemed Date of Allotment, if the NCDs are not
redeemed earlier by way of call/put option in accordance with the terms and
conditions mentioned in the relevant transaction documents pertaining to
the issue.
Principal Redemption Schedule:Eight equal quarterly instalments starting
from the end of 39thmonth from the deemed date of allotment, as mentioned
below:
Sr.
No.
Scheduled Redemption Date (i.e.,
the date falling on the expiry of)
Redemption Amount
1.
39thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
2.
42ndMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
3.
45thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
4.
48thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
5.
51stMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
6.
54thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
7.
57thMonth from the Deemed Date
of Allotment
INR 25,00,00,000/-
8.
Final Redemption Date
INR 25,00,00,000/-
Sr.
No.		 Scheduled Redemption Date (i.e.,
the date falling on the expiry of)		 Redemption Amount
1. 39thMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
2. 42ndMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
3. 45thMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
4. 48thMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
5. 51stMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
6. 54thMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
7. 57thMonth from the Deemed Date
of Allotment		 INR 25,00,00,000/-
8. Final Redemption Date INR 25,00,00,000/-
Charge/security, if any,
created over the assets		 (i) a first ranking_pari passu_charge by way of hypothecation over the
movable fixed assets of the Company, both present and future,
under the Deed of Hypothecation; and

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(i)
a first ranking_pari passu_charge by way of mortgage over the
immovable fixed assets of the Company, both present and future,
under the Mortgage Document,
with a security cover of 1.25 x (one point two five times) at all
times during the tenure of the Debentures.
Special
right/interest/privileges
attached to the
instrument and changes
thereof		 Call/Put Option:At the end of 3 years from the deemed date of allotment
Call/Put Price:At par
Delay in payment of
interest
/
principal
amount for a period of
more than three months
from the due date or
default in payment of
interest / principal
In case of default of payment of any amount payable by the Company under
a transaction document on its due date, an additional interest of 2% (two
per cent) per annum, over and above the Coupon Rate, shall be payable.
Details of any letter or
comments
regarding
payment/non-payment of
interest, principal on due
dates, or any other matter
concerning the security
and /or the assets along
with
its
comments
thereon, if any
N.A.
Details of redemption of
preference
shares
indicating the manner of
redemption (whether out
of profits or out of fresh
issue) and debentures
N.A.
Any
cancellation
or
termination ofproposal		 N.A.

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for issuance of securities including reasons thereof

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Annexure - B

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Type
of
securities
proposed to be issued
(viz.
equity
shares,
convertibles etc.)		 Secured,
Unlisted,
Redeemable,
Rated
Non-Convertible
Debentures
(NCDs/Debentures)
Type
of
issuance
(further
public
offering, rights issue,
depository receipts
(ADR/GDR), qualified
institutions placement,
preferential allotment
etc
Private Placement
Total number of
securities proposed to
be issued or the total
amount for which the
securities will be
issued(approximately)		 10,000
Size of the issue INR 100,00,00,000/-
Whether proposed to
be listed? If yes, name
of the stock
exchange(s)		 Unlisted
Tenure of the
instrument -date of
allotment and date of
maturity		 Deemed Date of Allotment – December 29, 2023
Date of Maturity - December 29, 2034 (final redemption date)
Coupon/interest
offered, schedule of
payment of
coupon/interest and
principal		 Coupon Rate: 3 Months T-Bill Rate + 1.80% p.a.
Coupon Payment Frequency:Monthly
Coupon Payment Schedule:Last day of every calendar month; where the first
period shall commence from the Deemed Date of Allotment being December
29, 2023 and end on the last day of such calendar month and the subsequent
periods shall commence on the first dayof the subsequent calendar months and

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end on the last day of the said calendar months, respectively. Provided however
that, the last interest period shall end on the Date of Maturity being December
29, 2034.
Redemption Tenure:
11 (eleven) years from the Deemed Date of Allotment, (including a moratorium
of 7 (seven) years), on which date all outstanding Debentures shall be
mandatorily redeemed in full in accordance with the Debenture Trust Deed.
Principal Redemption Schedule:Sixteen equal quarterly instalments starting
from the end of 87th month from the deemed date of allotment, as mentioned
below:
Sr.
No.
Scheduled Redemption Date
(being the date falling
on the expiry of)
Redemption
Amount
1.
87thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
2.
90thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
3.
93rd Month from the Deemed
Date of Allotment
INR 6,25,00,000/-
4.
96thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
5.
99thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
6.
102ndMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
7.
105thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
8.
108thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
9.
111st Month from the Deemed
Date of Allotment
INR 6,25,00,000/-
10.
114thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
11.
117thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-
12.
120thMonth from the Deemed
Date of Allotment
INR 6,25,00,000/-

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13. 123rdMonth from the Deemed
Date of Allotment		 INR 6,25,00,000/-
14. 126thMonth from the Deemed
Date of Allotment		 INR 6,25,00,000/-
15. 129thMonth from the Deemed
Date of Allotment		 INR 6,25,00,000/-
16. Final Redemption Date INR 6,25,00,000/-
Charge/security, if any,
created over the assets		 (i)
(ii)		 a first ranking_pari passu_charge by way of hypothecation over the
movable fixed assets of the Company, both present and future, under
the Deed of Hypothecation; and
a first ranking_pari passu_charge by way of mortgage over the
immovable fixed assets of the Company, both present and future, under
the Mortgage Document,
with a security cover of 1.25 x (one point two five times) at all times
during the tenure of the Debentures.
Special
right/interest/privileges
attached to the
instrument and
changes thereof		 Call/Put Option:NA
Call/Put Price:NA
Delay in payment of
interest
/
principal
amount for a period
of more than three
months from the due
date
or
default
in
payment of interest /
principal
In case of default of payment of any amount payable by the Company under a
transaction document on its due date, an additional interest of 2% (two per cent)
per annum, over and above the Coupon Rate, shall be payable.
Details of any letter or
comments
regarding
payment/non-payment
of interest, principal on
due dates, or any other
matter concerning the
security and /or the
assets alongwith its
N.A.

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comments thereon, if any Details of redemption N.A. of preference shares indicating the manner of redemption (whether out of profits or out of fresh issue) and debentures Any cancellation or N.A. termination of proposal for issuance of securities including reasons thereof

Digitally signed JAGDISH by JAGDISH PATRA Date: 2023.12.27 PATRA 10:55:36 +05'30'

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