CESC Limited — Capital/Financing Update 2023

Dec 27, 2023

DOC: SEC: 847/2023-24/275 27 December, 2023

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".
• 1. 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

Annexure - A

Typeofsecuritiesproposed to be issued(viz.equityshares,convertibles etc.)	Secured, Unlisted, Redeemable, Rated,Non-Convertible Debentures(NCDs/Debentures)
Type of issuance (furtherpublicoffering,rightsissue,depositoryreceipts(ADR/GDR),qualifiedinstitutionsplacement,preferentialallotment etc	Private Placement
Total number ofsecurities proposed to beissued or the totalamount for which thesecurities will beissued(approximately)	20,000
Size of the issue	INR 200,00,00,000/-
Whether proposed to belisted? If yes, name ofthe stock exchange(s)	Unlisted
Tenure of the instrument-date of allotment anddate of maturity	Deemed Date of Allotment – December 28, 2023Date of Maturity - December 28, 2028 (final redemption date)
Coupon/interest offered,schedule of payment ofcoupon/interest andprincipal	Coupon Rate: 3 Months T-Bill Rate + 1.63% p.a.Coupon Payment Frequency: MonthlyCoupon Payment Schedule: Last day of every calendar month; where thefirst period shall commence from the Deemed Date of Allotment beingDecember 28, 2023and end on the last day of such calendar month and thesubsequent periods shall commence on the first day of the subsequentcalendar months and end on the last day of the said calendar months,

	respectively. Provided however that, the last interest period shall end on theDate of Maturity being December 28, 2028.
	Redemption Tenure:
	5 (five) years from the Deemed Date of Allotment, if the NCDs are notredeemed earlier by way of call/put option in accordance with the terms andconditions mentioned in the relevant transaction documents pertaining tothe issue.
	Principal Redemption Schedule: Eight equal quarterly instalments startingfrom the end of 39 th month from the deemed date of allotment, as mentionedbelow:
	Sr.No.	Scheduled Redemption Date (i.e.,the date falling on the expiry of)	Redemption Amount
	1.	39th Month from the Deemed Dateof Allotment	INR 25,00,00,000/-
	2.	42 nd Month from the Deemed Dateof Allotment	INR 25,00,00,000/-
	3.	45 th Month from the Deemed Dateof Allotment	INR 25,00,00,000/-
	4.	48 th Month from the Deemed Dateof Allotment	INR 25,00,00,000/-
	5.	51 st Month from the Deemed Dateof Allotment	INR 25,00,00,000/-
	6.	54 th Month from the Deemed Dateof Allotment	INR 25,00,00,000/-
	7.	57 th Month from the Deemed Dateof 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 themovable fixed assets of the Company, both present and future,under the Deed of Hypothecation; and

	(i)a first ranking pari passu charge by way of mortgage over theimmovable 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 alltimes during the tenure of the Debentures.
Specialright/interest/privilegesattached to theinstrument and changesthereof	Call/Put Option: At the end of 3 years from the deemed date of allotmentCall/Put Price: At par
Delay in payment ofTprincipalinterestamount for a period ofmore than three monthsfrom the due date ordefault in payment ofinterest / principal	In case of default of payment of any amount payable by the Company undera transaction document on its due date, an additional interest of 2% (twoper cent) per annum, over and above the Coupon Rate, shall be payable.
Details of any letter orregardingcommentspayment/non-payment ofinterest, principal on duedates, or any other matterconcerning the securityand /or the assets alongwithitscommentsthereon, if any	N.A.
Details of redemption ofpreferencesharesindicating the manner ofredemption (whether outof profits or out of freshissue) and debentures	N.A.
cancellationAnyortermination of proposal	N.A.

for issuance of securities
including reasons thereof

Annexure - B

Typeofsecuritiesproposed to be issued(viz.equityshares,convertibles etc.)	Secured,Unlisted,Redeemable,RatedNon-ConvertibleDebentures(NCDs/Debentures)
Typeofissuance(furtherpublicoffering, rights issue,depositoryreceipts(ADR/GDR), qualifiedinstitutions placement,preferentialallotmentetc	Private Placement
Total number ofsecurities proposed tobe issued or the totalamount for which thesecurities will beissued(approximately)	10,000
Size of the issue	INR 100,00,00,000/-
Whether proposed tobe listed? If yes, nameof the stockexchange(s)	Unlisted
Tenure of the	Deemed Date of Allotment – December 29, 2023
instrument -date ofallotment and date ofmaturity	Date of Maturity - December 29, 2034 (final redemption date)
Coupon/interestoffered, schedule ofpayment ofcoupon/interest andprincipal	Coupon Rate: 3 Months T-Bill Rate + 1.80% p.a.Coupon Payment Frequency: MonthlyCoupon Payment Schedule: Last day of every calendar month; where the firstperiod shall commence from the Deemed Date of Allotment being December
	29, 2023and end on the last day of such calendar month and the subsequentperiods shall commence on the first day of the subsequent calendar months and

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 beingDecember
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 fallingon the expiry of)	RedemptionAmount
1.	87th Month from the Deemed	INR 6,25,00,000/-
	Date of Allotment
2.	90th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
3.	93rd Month from the Deemed	INR 6,25,00,000/-
4.	Date of Allotment96th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
5.	99th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
6.	102nd Month from the DeemedDate of Allotment	INR 6,25,00,000/-
7.	105th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
8.	108th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
9.	111st Month from the DeemedDate of Allotment	INR 6,25,00,000/-
10.	114th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
11.	117th Month from the DeemedDate of Allotment	INR 6,25,00,000/-
12.	120th Month from the DeemedDate of Allotment	INR 6,25,00,000/-

	13.	123 rd Month from the Deemed	INR 6,25,00,000/-
	14.	Date of Allotment126 th Month from the Deemed	INR 6,25,00,000/-
	15.	Date of Allotment129 th Month 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	a first ranking pari passu charge by way of hypothecation over the(i)movable fixed assets of the Company, both present and future, underthe Deed of Hypothecation; and
	(ii)	a first ranking pari passu charge by way of mortgage over theimmovable fixed assets of the Company, both present and future, underthe Mortgage Document,
		with a security cover of $1.25$ x (one point two five times) at all timesduring the tenure of the Debentures.
Special		Call/Put Option: NA
right/interest/privilegesattached to theinstrument andchanges thereof		Call/Put Price: NA
Delay in payment of$\overline{1}$principalinterestamount for a periodthan threeofmore	In case of default of payment of any amount payable by the Company under atransaction document on its due date, an additional interest of 2% (two per cent)per annum, over and above the Coupon Rate, shall be payable.
months from the duedefaultindateorpayment of interest /principal
Details of any letter or	N.A.
regardingcommentspayment/non-paymentof interest, principal on
due dates, or any othermatter concerning thesecurity and /or theassets along with its

comments thereon, ifany
Details of redemptionofpreferencesharesindicating the mannerof redemption (whetherout of profits or out offreshissue)anddebentures	N.A.
Anycancellationortermination of proposalforissuanceofsecuritiesincludingreasons thereof	N.A.