CESC Limited — Capital/Financing Update 2024

Apr 26, 2024

DOC:SEC: 983/2024-25/20

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

April 26, 2024

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

Subject: Update on acquisition of 100% (one hundred percent) of share capital of Bhadla 3 SKP Green Ventures Private Limited held by SKP Green Ventures Private Limited, on a fully diluted basis

Dear Sir/Madam,

Further to our stock exchange intimation dated 10 April 2024 regarding entering into a Share Purchase Agreement, dated 10 April 2024, by Purvah Green Power Private Limited ("Purvah") (a step-down subsidiary of CESC Limited ("Company") for acquisition of 100% (one hundred percent) of share capital (on a fully diluted basis) of Bhadla Three SKP Green Ventures Private Limited ("Target Company"), from SKP Green Ventures Private Limited ("Seller"), we hereby inform that:

• 1. Purvah, Seller and Target Company has today entered into an amendment to the Share Purchase Agreement; and
• 1. Purvah has completed the acquisition of 10,000 (ten thousand) equity shares of INR 10 (Indian Rupees Ten) each, representing 100% (hundred percent) of the issued and paid-up share capital (determined on a fully diluted basis) of the Target Company for a total sale consideration of INR 3,84,20,691 (Indian Rupees Three Crores Eighty Four Lakhs Twenty Thousand Six Hundred and Ninety One).

Pursuant to acquisition of shares of the Target Company (as detailed above), the Target Company has become a step-down subsidiary of the Company as per the Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

In terms of the Amendment to the Share Purchase Agreement executed earlier today as aforesaid, the cost of acquisition and the additional funds required to be provided by Purvah to the Target Company for repayment of loan has been amended, details of which are set out in the revised Annexure A below.

This intimation is given under Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

You are requested to kindly take the information on record and oblige.

Yours Faithfully, For CESC Limited

JAGDISH PATRA Digitally signed by JAGDISH PATRA Date: 2024.04.26 18:21:38 +05'30'

Jagdish Patra Company Secretary and Compliance Officer

Annexure – A

Details as required under Regulation 30 and Clause 1, Paragraph A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July, 2023

Sr.No.	Particulars	Details
1.	Nameofthetargetentity,detailsinbriefsuchassize, turnover etc.	M/s Bhadla 3 SKP Green Ventures PrivateLimited ("Target Company") is engaged inthe business of development of a renewablesolar park of 300 MW capacity at Nokh andGelaba Camp Village, Pokaran Tehsil inPhalodi District, Rajasthan.The Turnover of the Company is NIL as ofMarch 31, 2024.
2.	whethertheacquisitionwouldfallwithinrelatedpartytransaction(s)andwhetherthepromoter/promotergroup/ group companies have anyinterestinthe entity beingacquired?Ifyes,natureof interestanddetailsthereofandwhether the sameis doneat"arm'slength"	Not Applicable
3.	Industrytowhichtheentity beingacquired belongs	Renewable Energy (Power Sector)
4.	Objectsandimpactofacquisition(includingbutnotlimitedto,disclosure ofreasonsfor acquisitionof target entity, if itsbusiness isoutside the main lineof business ofthe listedentity)	Expansion of renewable energy business.
5.	Briefdetailsofanygovernmentalorregulatory approvals requiredfortheAcquisition	None
6.	Indicativeperiodforcompletion of theacquisition	1.5Months
7.	Consideration-whethercashconsideration or share swap or anyother form and details of the same	Subject to post-closing adjustments in themannersetoutintheSharePurchaseAgreement:(i)the revised cash consideration againstpurchaseof100%sharesoftheTargetCompany shall be Rs. 3,84,20,691/-; and

		(ii)the additionalfunds required to be providedbyPurvahtotheTargetCompanyforrepayment of loans extended by the Seller tothe Target Companyshall be Rs. 3,89,77,439/.
8.	Costofacquisitionand/orthepriceatwhich the sharesareacquired	100% of Target Company's shares will beacquired by Purvah (a step-down subsidiary ofCESC Limited) by acquiring 10,000 EquityShares of Rs. 10/- each for an aggregateconsideration amounting to INR 3,84,20,691/-,subject to post-closing adjustments in themannersetoutintheSharePurchaseAgreement.
9.	Percentageofshareholding/controlacquiredand / or number of sharesacquired	100% of Target Company's shares will beacquired by Purvah (a step-down subsidiary ofCESC Limited) by acquiring 10,000 EquityShares of Rs. 10/-each.
10	Briefbackgroundabouttheentityacquiredinterms of products/line ofbusinessacquired,dateofincorporation, history oflast 3 yearsturnover,countryinwhichtheacquired entity has presenceandanyother significant information(inbrief)	TargetCompanywasincorporatedon25-06-2022 in the state of Rajasthan, Indiawith an objective of generating solar energy.Target Company is developing a solar park ofcapacity 300 MW in Phalodi District ofRajasthan state and its entire operation isbased in India. Target Company has so far notgenerated any revenue as it's project is stillunder development. Target Company hasacquired necessary approval from CentralTransmission Unit for Interstate evacuation ofsolarpower300MWcapacityandhascompleted partial acquisition of land.The Turnover of the Company is NIL as ofMarch 31, 2024.

JAGDISH PATRA

Digitally signed by JAGDISH PATRA Date: 2024.04.26 18:21:54 +05'30'