Allotment of Securities

June 24, 2026 To, To, Corporate Relationship Department L i s t i n g D e p a r t m e n t , BSE Limited National Stock Exchange of India Limited 14th Floor, P. J. Towers, “Exchange Plaza”, C – 1, Block G Dalal Street, Fort, Bandra- Kurla Complex, Bandra (East), Mumbai – 400 001 Mumbai – 400 051 SCRIP CODE: 532779 SYMBOL: TORNTPOWER Dear Sir / Madam, Sub: Issue and allotment of Non-convertible Debentures on Private Placement basis Ref: Regulation 30 read with Para A of Part A of Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 In continuation to our letter dated February 10, 2026, we hereby inform you that the Company has issued and allotted Series 15 – 3,80,000 Secured, Rated, Listed, Taxable, Non-Cumulative, Redeemable and Non-Convertible Debentures (“NCDs") of ₹ 3,800 Crore at a coupon rate as per below table today i.e. June 24, 2026 at 11:50 am (IST) vide Series 15 in Tranches A, B, C D on private placement basis. The details as required pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are as under: Sr. No. Particulars Description 1 Type of securities Series 15 Secured, Rated, Listed, Taxable, Non- Cumulative, Redeemable and Non-Convertible Debentures 2 Type of issuance Private Placement 3 Total number and amount of 3,80,000 NCDs of ₹ 1 Lakh per Debenture securities issued aggregating to ₹ 3,800 Crore 4 Size of the Issue ₹ 3,800 Crore (3,80,000 NCDs of ₹ 1 Lakh per Debenture) Sr. No. Particulars Description 5 Whether proposed to be Yes. It is proposed to be listed on Wholesale Debt listed? Market Segment of National Stock Exchange of India Limited. 6 Tenure of the instrument date No. of Date of Date of Maturity of allotment and date of NCDs Allotment Maturity* period maturity 75000 24-06-2026 24-06-2029 3 Years (Series 15 Tranche A) 100000 24-06-2026 24-06-2031 5 Years (Series 15 Tranche B) 100000 24-06-2026 24-06-2033 7 Years (Series 15 Tranche C) 105000 24-06-2026 24-06-2036 10 Years (Series 15 Tranche D) (*Subject to Business Day convention) 7 Coupon / interest offered, 8.10% p.a. ₹ 750 Cr each for Series 15 Tranche A schedule of payment of 8.15% p.a. ₹ 1000 Cr each for Series 15 Tranche B coupon / interest and principal; 8.20% p.a. ₹ 1000 Cr each for Series 15 Tranche C 8.20% p.a. ₹ 1050 Cr each for Series 15 Tranche D Interest payment schedule: First coupon to be paid on June 24, 2027 and subsequent coupon payments to be made on an annual basis, thereafter, till Redemption of respective series.* (*Subject to Business Day convention) Principal Repayment Schedule: Redemption No. of NCDs to Redemption Date* be redeemed amount to be redeemed 24-06-2029 75000 (Series 15 At Face Value Tranche A) of Debentures 24-06-2031 100000 (Series on Maturity Date 15 Tranche B) 24-06-2033 100000 (Series Sr. No. Particulars Description 15 Tranche C) 24-06-2036 105000 (Series 15 Tranche D) (* Subject to Business Day convention) 8 Charge/security, if any, The Debentures shall be secured by way of: created over the assets a. First pari passu charge on all present and future movable assets other than the, (i) movable assets of Renewable Projects; (ii) funds in debt service reserve accounts or any similar accounts opened/to be opened for the benefit of lenders in terms of covenants under respective financing agreements and (iii) Investments made for NCD Reserve or NCDR created in terms of any other financing agreements, (Movable assets to include current assets); b. First pari passu charge on all present and future immovable assets of the Company other than, i. immovable assets (whether on leasehold or freehold) of Renewable Projects; ii. Leasehold Assets of the Company; iii. N.A. plot of land at village Kamatghar, Taluka Bhiwandi, District Thane bearing survey no. 119, Hissa no. 2/3 along with building (“Bhiwandi Property”); and iv. immovable property located at no. 2, Dharam Marg, Chanakya Puri, New Delhi admeasuring 1112.4 sq. yds (“New Delhi Property”); The first charge will be on pari passu basis with all the term lenders, the working capital lenders and all the secured debenture holders of the Company; (the security in paras (a) and (b) above is Sr. No. Particulars Description collectively referred to as the “Security”) Second charge over the Security shall be available to the entities providing hedging contracts to the Company. “Renewable Projects” shall mean, collectively, all present and future renewable power projects, including but not limited to projects currently being developed or operated by the Company, namely GENSU Project, Mahidad Project and Suzlon Project. Where, GENSU Project means 87 MW solar power project of Company at Surat, Gujarat. Mahidad Project means 36.5 MW wind power project of Company at Mahidad, Gujarat. Suzlon Project means 50.4 MW wind power project of Company in Mahuva, Jamanwada and Nakhatrana, Gujarat. “Leasehold Assets” shall mean, collectively, all present and future immovable leasehold assets of the Company, more particularly the leasehold assets which are disclosed under the head of “Right-of-use assets” forming part of the Non- Current Assets disclosed under the balance sheet of the Company”. Type of Charge Mortgage & Hypothecation Security to be created upfront and perfected within 30 days from security creation as permitted under applicable law. Please refer clause on Financial Covenant (as furnished below) for details on minimum security cover required to be maintained in respect of the Sr. No. Particulars Description Debentures. The Issuer shall create charge as specified in this Deed in favour of the Debenture Trustee and execute Debenture Trust Deed and Indenture of Mortgage with the Debenture Trustee, before making the application for listing of debt securities. The charge created by Issuer shall be registered with the Registrar of Companies, CERSAI etc., as applicable, within 30 days of creation of such charge. In case the charge is not registered or is not independently verifiable, then the same shall be considered a breach of covenants/ terms of the issue by the Issuer. The Issuer hereby undertakes that assets forming part of the security on which charge is proposed to be created as specified above are free from any encumbrances, and in cases where the assets are already charged to secure a debt, and the permission or consent to create further security interest by way of pari-passu charge on the assets of the Company has been obtained from the existing creditor(s) and charge holders, prior to creation of the charge. 9 Special right/ interest/ In the event of a rating downgrade of the privileges attached to the Debentures by any domestic rating agency, post instrument and changes the issuance of debentures, at any point of time thereof during the currency of the Debentures: For each notch of rating downgrade i.e. rating being one notch below the rating of the Debentures as on the date immediately before such downgrade, the coupon rate would stand increased by 0.25% over and above the coupon rate immediately prior to such rating downgrade (effective from date of such downgrade). It is hereby clarified that in the event of credit rating Sr. No. Particulars Description in respect of the Debentures being downgraded in the manner as specified above, and then subsequently upgraded by both the credit rating agencies then the Coupon Rate would be reduced by 0.25% (zero decimal point two five per cent) per annum for each notch of upgrade (effective from date of such upgrade from the second rating agency) subject to a cap of original coupon rate. In the event of Rating Downgrade to “BBB+” or below by any credit rating agency, Debenture Holders would have a right to call for an accelerated redemption. In the event of such downgrade, the Debenture Trustee may, upon receipt of instructions in writing from Debenture Holders represe [Showing first 8,000 characters — download PDF for full document]