CESC Limited — Proxy Solicitation & Information Statement 2022

Nov 22, 2022

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DOC:SEC: 465/2022-23/193

November 22, 2022

National Stock Exchange of India Limited Exchange Plaza, 5[th] 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/Madam,

Sub: Postal Ballot

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice (“Notice”) dated November 14, 2022 seeking approval of the Members of the Company, for the matter as set out in the Notice.

The Notice is being sent through electronic mode to the Members whose names appear in the Register of Members / List of Beneficial Owners and whose email id are registered with Depositories / Company as on Friday, November 18, 2022 (Cut-off date).

The Company has engaged National Securities Depository Limited (NSDL) for providing E-voting facility to all its Members.

The E-voting will commence from Wednesday, November 23, 2022 at 9:00 a.m. (IST) and will end on Thursday, December 22, 2022 at 5:00 p.m. (IST). The E-voting facility shall be disabled by NSDL after 5:00 p.m. (IST).

The Notice is also available at the website of the Company at www.cesc.co.in as well as on the website of NSDL at www.evoting.nsdl.com .

Kindly take the above mentioned information on your records.

Thanking you.

Yours faithfully, For CESC Limited

JAGDISH Digitally signed by JAGDISH PATRA PATRA Date: 2022.11.22 16:27:58 +05'30'

Jagdish Patra Company Secretary & Compliance Officer

Encl: a/a

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CESC Limited

CIN : L31901WB1978PLC031411

Registered Offi ce : CESC House, Chowringhee Square, Kolkata -700 001 E-mail : secretarial@rpsg.in, Website : www.cesc.co.in

POSTAL BALLOT AND E-VOTING NOTICE TO THE MEMBERS OF THE COMPANY

No�ce is hereby given that pursuant to the provisions of Sec�ons 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administra�on) Rules, 2014 as amended from �me to �me (the “Rules”) , Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 33/2020 dated September 28, 2020 Circular No. 39/2020 dated December 31, 2020 and Circular No. 10/2021 dated 23 June, 2021, 20/2021 dated December 8, 2021 and 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs, Government of India (“MCA”) (hereina�er collec�vely referred to as “MCA Circulars”), Regula�on 44 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (the “Lis�ng Regula�ons”) Secretarial Standard on General Mee�ngs (“SS-2”) issued by the Ins�tute of Company Secretaries of India and other applicable laws and regula�ons (including any statutory modifica�ons or re-enactments thereof), if any, CESC Limited (“the Company”) hereby seeks your approval by way of a Special Resolu�on appended below through Postal Ballot by way of Remote Electronic Vo�ng (“E-Vo�ng”). The Statement pursuant to Sec�on 102(1) and other applicable provisions of the Act read with the Rules pertaining to the said resolu�on se�ng out the material facts and the reasons thereof is appended to this No�ce.

In compliance with the provisions of Sec�on 110 of the Act read with the applicable Rules and the Lis�ng Regula�ons (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force), the Company is pleased to extend E-Vo�ng facility to enable the Members to cast their votes electronically.

In compliance with the aforesaid MCA Circulars, this Postal Ballot No�ce is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot No�ce and login ID and password for remote E-vo�ng. The communica�on of the assent or dissent of the Members would only take place through the E-vo�ng system. Members are requested to follow the procedure as stated in the notes and instruc�ons for cas�ng of votes by e-vo�ng.

Mr. Manoj Prasad Shaw, Prac�cing Company Secretary (Membership No. FCS 5517, CP 4194), appointed as the Scru�nizer for conduc�ng the postal ballot and E-vo�ng process in a fair and transparent manner, shall submit his report to the Chairman or Managing Director (Genera�on) or Managing Director (Distribu�on), a�er comple�on of the scru�ny of E-Vo�ng. The results of the E-Vo�ng would be announced by the Chairman or Managing Director (Genera�on) or Managing Director (Distribu�on) at the Registered Office of the Company at CESC House, Chowringhee Square, Kolkata - 700 001 within two working days from the conclusion of E-Vo�ng. The results along with the Scru�nizer’s Report will be displayed at the Registered Office of the Company and shall be communicated to the Na�onal Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) (together “Stock Exchanges”) where the shares of the Company are listed and will also be displayed on the Company’s website www.cesc.co.in as well as on website of Na�onal Securi�es Depository Limited (“NSDL”), engaged to provide E-Vo�ng facility to the Members of the Company. The date of declara�on of the result of Postal Ballot shall be deemed to be the date of passing of said Resolu�on.

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Item of business requiring approval of members through E-Vo�ng.

SPECIAL BUSINESS :

AS A SPECIAL RESOLUTION :

To consider and, if thought fit, to pass with or without modifica�on(s), the following Resolu�on:

"RESOLVED THAT in terms of the provisions of Sec�on 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“the Board” which term shall be deemed to include any Commi�ee thereof) to create charges, mortgages, hypotheca�ons and / or otherwise encumber all or any of the proper�es of the Company, whether immovable and / or movable, and whether present or future and wheresoever the same may be situated in favour of :

• a) Bank of Baroda (BOB) for a term loan of Rs. 500 crore;

• b) Union Bank of India (Union) for a term loan of Rs.500 crore;

• c) ICICI Bank Limited (ICICI) for a term loan of Rs. 350 crore

• (BOB, Union, ICICI hereina�er referred to as “Lenders” or individually as “Lender”)

• d) IDBI Trusteeship Services Limited (ITSL) as Trustees for holders of Non-Conver�ble Debentures (NCDs) aggrega�ng to Rs. 500 crore privately placed with Axis Bank Limited (Axis) (ITSL herea�er referred to as ‘Debenture Trustee’);

to secure the aforesaid term loans, NCDs, together with agreed interest, charges, expenses, front-end fees and all other monies payable by the Company to the Lenders and / or Debenture Trustee / holders of NCDs in terms of their facility agreement, hypotheca�on agreement, debenture trustee agreement or any other agreement or any amendments thereto entered into / to be entered into by the Company with Lenders and / or Debenture Trustee / holders of NCDs so that the mortgage and / or charge may be created by the Company over and in respect of its proper�es in favour of the Lenders and / or Debenture Trustee either singly or collec�vely, in such form and subject to such prior charges or with such pari passu or subservient ranking of charges as may be decided by the Board in consulta�on with one or more of the Lenders and / or Debenture Trustee / holders of NCDs;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds things and ma�ers to finalize and execute all such agreement(s), instrument(s) and document(s) with all or any of the said Lenders and / or Debenture Trustee / holders of NCDs for crea�ng the aforesaid mortgage and / or charge as may be required from �me to �me and to delegate all or any of its powers herein conferred to a Commi�ee cons�tuted/ to be cons�tuted by the Board and / or any member of such Commi�ee with power to the said Commi�ee to sub-delegate its powers to any of its members for the purpose of given effect to the above Resolu�on.”

Registered Offi ce : CESC House Chowringhee Square Kolkata – 700 001

Date : November 14, 2022 Place : Kolkata

By Order of the Board of Directors

Jagdish Patra Company Secretary and Compliance Officer ICSI Membership No. FCS 5320

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NOTES :

1. Vo�ng period for E-vo�ng will commence from November 23, 2022 at 9.00 A.M. (IST) and will end on December 22, 2022 at 5.00 P.M. (IST).

2. The Statement pursuant to Sec�on 102 of the Companies Act, 2013 (to the extent applicable), read with Sec�on 110 as amended sta�ng all material facts, disclosure of interest, if any and other relevant informa�on and facts in respect of the business is annexed hereto and forms part of this No�ce.

3. In compliance with the MCA Circulars this Postal Ballot No�ce is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories.

4. The Postal Ballot No�ce is being sent to the Members in electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories, (in case of electronic shareholding) / Link In�me Private Limited, the Company’s Registrar and Share Transfer Agent (Linkin�me) (in case of physical shareholding) as on November 18, 2022 (cut off date).

5. Members whose email addresses are not registered as above can register the same in the following manner:

6. a. Members holding share(s) in physical mode can send email to register their e-mail ID to CESC Limited at secretarial@rpsg.in or to Linkin�me at kolkata@linkin�me.co.in .

7. b. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respec�ve Depository Par�cipants (“DPs”) for receiving all communica�ons from the Company electronically.

8. The Board of Directors has appointed Mr. Manoj Prasad Shaw, Prac�cing Company Secretary (Membership No. FCS 5517, CP 4194), as the “Scru�nizer” to conduct the E-vo�ng process in a fair and transparent manner.

9. Members may contact Mr. Jagdish Patra, Company Secretary, for any grievances rela�ng to vo�ng by electronic means at the Registered Office of the Company at CESC House, Chowringhee Square, Kolkata – 700 001 Tel: (033)-2225-6040 or through E-mail at secretarial@rpsg.in.

10. Pursuant to Sec�ons 108 and 110 of the Act read with Rule 20 and Rule 22 of the Rules as amended from �me to �me, Regula�on 44 of the Lis�ng Regula�ons as amended, the Company will be offering E-vo�ng facility to the Members to cast their votes (for or against) electronically on business set forth in this No�ce.

11. The Company has appointed NSDL to provide the E-vo�ng facility to the members of the Company to vote electronically. Please read carefully the E-Vo�ng Instruc�ons for cas�ng your vote electronically.

12. Members may note that this Postal Ballot No�ce will also be available on the Company’s website www.cesc.co.in, websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE, www.bseindia.com, NSE, www.nseindia.com, and on the website of NSDL, www.evo�ng.nsdl.com

13. The vo�ng rights of Members shall be in propor�on to their shareholding in the paid-up equity share capital of the Company as on November 18, 2022, being the cut-off date.

14. The Resolu�on, if passed by requisite majority, will be deemed to have been passed on the date of declara�on of the results of Postal Ballot.

15. The instruc�ons for remote e-vo�ng are as under:

How do I vote electronically using NSDL e-Vo�ng system?

The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:

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Step 1: Access to NSDL e-Vo�ng system

A) Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

Login method for Individual shareholders holding securi�es in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securi�es in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	4.	Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securi�es in demat mode with CDSL	1. 2. 3. 4.	Exis�ng users who have opted for Easi / Easiest, they can login through their user id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The URL for users to login to Easi / Easiest are h�ps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. A� er successful login of Easi/Easiest the user will be also able to see the E Vo� ng Menu. The Menu will have links ofe-Vo� ng service provider i.e. NSDL.Click onNSDL to cast your vote. If the user is not registered for Easi/Easiest, op� on to register is available at h� ps:// web.cdslindia.com/myeasi/Registra� on/EasiRegistra� on Alterna� vely, the user can directly access e-Vo� ng page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authen� cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A� er successful authen� ca� on, user will be provided links for the respec� ve ESP i.e.NSDLwhere the e-Vo� ng is in progress.
Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

Helpdesk for Individual Shareholders holding securi�es in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

login through Depository	i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevo�ng@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evo�ng@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

• B) Login Method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng. nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on.

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1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.

2. Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl. com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e-Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

3. Your User ID details are given below :

Manner of holding shares i.e.Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

2. Password details for shareholders other than Individual shareholders are given below:

3. a) If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.

4. b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the ‘ini�al password’ which was communicated to you. Once you retrieve your ‘ini�al password’, you need to enter the ‘ini�al password’ and the system will force you to change your password.

5. c) How to retrieve your ‘ini�al password’?

   • (i) I(i) If your email ID is registered in your demat account or with the company, your ‘ini�al password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a�achment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘ini�al password’.

   • (ii) If your email ID is not registered, please follow steps men�oned below in process for those shareholders whose email ids are not registered .

6. If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password:

7. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.

8. b) “Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com.

9. c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.co.in men�oning your demat account number/folio number, your PAN, your name and your registered address etc.

10. d) Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e-Vo�ng system of NSDL.

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1. A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

2. Now, you will have to click on “Login” bu�on.

3. A�er you click on the “Login” bu�on, Home page of e-Vo�ng will open.

Step 2 : Cast your vote electronically on NSDL e-Vo�ng system.

How to cast your vote electronically on NSDL e-Vo�ng system?

1. A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period.

3. Now you are ready for e-Vo�ng as the Vo�ng page opens.

4. Cast your vote by selec�ng appropriate op�ons i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirma�on, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.

7. Once you confirm your vote on the resolu�on, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e-mail to shawmanoj2003@gmail.com with a copy marked to evo�ng@nsdl.co.in. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of A�orney/ Authority Le�er etc. by clicking on "Upload Board Resolu�on / Authority Le�er" displayed under "e-Vo�ng" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” op�on available on www.evo�ng.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evo�ng@nsdl.co.in

4. In case of any grievances connected with facility for e-vo�ng, please contact Ms. Pallavi Mhatre, Senior Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapa� Bapat Marg, Lower Parel, Mumbai 400 013. E-mail: evo�ng@nsdl.co.in/pallavid@nsdl.co.in, Tel: 91 22 2499 4545/1800-222-990.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to secretarial@rpsg.in

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1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to secretarial@rpsg.in . If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode .

2. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.co.in for procuring user id and password for e-vo�ng by providing above men�oned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.

Other Instruc�ons:

1. The Scru�nizer shall, immediately a�er the conclusion of vo�ng through remote e-vo�ng unblock the votes cast through remote e-vo�ng and make, not later than two working days from the conclusion of the remote e-vo�ng, a Scru�nizer’s report of the total votes cast in favour and against, if any, to the Chairman or Managing Director (Genera�on) or Managing Director (Distribu�on) of the Company.

2. The said results along with the Scru�nizer’s Report would be in�mated to NSE and BSE, where the equity shares of the Company are listed. Addi�onally, the results will also be uploaded on the Company’s website and on the website of NSDL.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In order to finance a part of its rou�ne capital expenditure as well as for repayment of high-cost debts and general corporate purposes, the Company has taken various loans /issued Non-Conver�ble Debentures (NCDs) from/to banks and financial ins�tu�ons as per the details men�oned in the Resolu�on.

Such term loans and NCDs are required to be secured, inter alia, by crea�on of charge and / or equitable mortgage and/or hypotheca�on on the Company’s movable and / or immovable proper�es as per the terms of the facili�es as agreed with the Lenders / holders of NCDs / Debenture Trustee.

The Special Resolu�on set out in the No�ce is for seeking the approval of Members in terms of the provisions of Sec�on 180(1)(a) of the Companies Act, 2013 to enable the Company to create the aforesaid mortgage and/ or charge / or hypotheca�on.

The Board recommends the Special Resolu�on for approval by the Members of the Company. None of the Directors and Key Managerial Personnel of the Company, or their rela�ves, is interested in this Special Resolu�on.

Registered Offi ce : By Order of the Board of Directors CESC House Chowringhee Square Kolkata – 700 001

Date : November 14, 2022 Place : Kolkata

Jagdish Patra Company Secretary and Compliance Officer ICSI Membership No. FCS 5320

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