Resus Energy PlcCSELK: HPWR.N0000

Prospectus -? Issuance of Listed, Rated, Unsecured, Senior, Redeemable Green 4 & 5-year Bonds 2025

· Issued by Resus Energy PLC
s u s e R C L P y g r e GREEN BOND ISSUE 2025 n E

RESUS ENERGY PLC

GREEN BOND ISSUE 2025

PROSPECTUS

Managers and Placement Agents to the Issue:

NDB Investment Bank Limited RESUS ENERGY PLC GREEN BOND ISSUE


RESUS ENERGY PLC


PROSPECTUS AN ISSUE OF UPTO TEN MILLION (10,000,000) SENIOR, LISTED, RATED, UNSECURED, REDEEMABLE GREEN BONDS AT THE PAR VALUE OF SRI LANKA RUPEES ONE HUNDRED (LKR 100/-) EACH TO RAISE SRI LANKA RUPEES ONE BILLION (LKR 1,000,000,000/-) TO BE LISTED ON THE COLOMBO STOCK EXCHANGE RATED A - (lka) BY FITCH RATINGS LANKA LIMITED ISSUE OPENS ON 25THJUNE 2025 MANAGERS AND PLACEMENT AGENTS TO THE ISSUE


This Prospectus is dated June 17, 2025

The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, CSE assumes no responsibility for accuracy of the statements made, opinions expressed, omitted statements or reports included in this Prospectus. Moreover, the CSE does not regulate the pricing of Green Bonds which is decided solely by the Issuer.

The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of the Company since the date of this Prospectus. If any material change in the affairs of the Company occurs subsequent to the Prospectus date and before the Issue opening, same will be notified by way of a market disclosure/an addendum.

We advise you to read the content of the Prospectus carefully prior to investment.

If you are in a doubt regarding the contents of this document or of you require any clarification or advice in this regard, you should consult the Managers to the Issue, your stockbroker, lawyer or any other professional advisor.

Responsibility for the Content of the Prospectus

This Prospectus has been prepared with available information.

The Directors of Resus Energy PLC (the Company or the Issuer) have seen and approved this Prospectus and collectively and individually, accept full responsibility for the accuracy of the information given and confirm that after making all reasonable inquiries and to the best of their knowledge and belief, the information contained herein is true and correct in all material respects and that there are no other material facts, the omission of which would make any statement herein misleading or inaccurate. Where representations regarding the future performance of the Company have been given in this Prospectus, such representations have been made after due and careful enquiry of the information available to the Company and making assumptions that are considered to be reasonable at the present point in time in its best judgment.

The Company accepts responsibility for the information contained in this Prospectus. While the Company has taken reasonable care to ensure full and fair disclosure of pertinent information, it does not assume responsibility for any investment decisions made by the investors based on the information contained herein. In making such investment decisions, prospective investors are advised to read the Prospectus and rely on their own examination and assessment of the Company and the terms of the Green Bonds issued including the risks associated.

Registration of the Prospectus

A copy of the Prospectus has been delivered to the Registrar of Companies for registration in compliance with the provisions of Section 40 of the Companies Act No.7 of 2007. The following are the documents attached to the copy of the Prospectus delivered to the Registrar of Companies for registration pursuant to Section 40(1) of the Companies Act.

  1. The written consent of the Auditors and Reporting Accountants for the inclusion of their name in the Prospectus as Auditors and Reporting Accountants to the Issue and to the Company.

  2. The written consent of the Rating Agency for the inclusion of their name in the Prospectus as Rating Agency to the Issue and to the Company.

  3. The written consent of the Trustee to the Issue for the inclusion of their name in the Prospectus as Trustee to the Issue.

  4. The written consent of the Bankers to the Issue for the inclusion of their name in the Prospectus as Bankers to the Issue.

  5. The written consent of the Company Secretary of the Company for the inclusion of the name in the Prospectus as Company Secretary to the Company.

  6. The written consent of the Registrars to the Issue for the inclusion of their name in the Prospectus as Registrars to the Issue.

  7. The written consent of the Lawyers to the Issue for the inclusion of their name in the Prospectus as Lawyers to the Issue.

  8. The written consent of the Independent External Reviewer to the Issue for the inclusion of their name in the Prospectus as Independent External Reviewer to the Issue.

  9. The written consent of the Managers and Placement Agents to the Issue for the inclusion of their names in the Prospectus as Managers and Placement Agents to the Issue.

  10. The declaration made and subscribed to, by each of the Directors of the Company herein named as a Director, jointly and severally confirming that each of them have read the provisions of the Companies Act and the CSE Listing Rules relating to the Issue of the Prospectus and that those provisions have been complied with.

The said Auditors and Reporting Accountants to the Issue and to the Company, Trustee to the Issue, Bankers to the Issue, Company Secretary, Managers and Placement Agents to the Issue, , Registrars to the Issue, Lawyers to the Issue, Independent External Reviewer to the Issue, Rating Agency have not, before the delivery of a copy of the Prospectus for registration with the Registrar of Companies in Sri Lanka withdrawn such consent.

Registration of the Prospectus in Jurisdictions Outside of Sri Lanka

This Prospectus has not been registered with any authority outside of Sri Lanka. Non-Resident investors may be affected by the laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws relevant to the country of residence and the laws of Sri Lanka, when making the investment.

Representation

The Green Bonds are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, salesperson, individual or any other outside party has been authorized to give any information or to make any representation in this connection with the Issue other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by the Company.

Forward Looking Statements

Any Statements included in this Prospectus that are not statements of historical fact constitute "Forward Looking Statements". These can be identified by the use of forward-looking terms such as "expect", "anticipate", "intend", "may", "plan to", "believe", "could" and similar terms or variations of such terms. However, these words are not the exclusive means of identifying Forward Looking Statements. As such, all or any statements pertaining to expected financial position, business strategy, plans and prospects of the Company are classified as Forward-Looking Statements.

Such Forward Looking Statements involve known and unknown risks, uncertainties and other factors including but not limited to regulatory changes in the sectors in which the Company operates and its ability to respond to them, the Company's ability to successfully adapt to technological changes, exposure to market risks, general economic and fiscal policies of Sri Lanka, inflationary pressures, interest rate volatilities, the performance of financial markets both globally and locally, changes in domestic and foreign laws, regulation of taxes and changes in competition in the industry and further uncertainties that may or may not be in the control of the Company.

Such factors may cause actual results, performance and achievements to materially differ from any future results, performance or achievements expressed or implied by Forward Looking Statements herein. Forward Looking Statements are also based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future.

Given the risk and uncertainties that may cause the Company's actual future results, performance or achievements to materially differ from that expected, expressed or implied by Forward Looking statements in this Prospectus, investors are advised not to place sole reliance on such statements.

Presentation of Currency Information and Other Numerical Data

The financial statements of the Company and currency values of economic data or industry data in a local context will be expressed in Sri Lanka Rupees. References in the Prospectus to "LKR", "Rupees" or "Rs." is the lawful currency of Sri Lanka. Certain numerical figures in the Prospectus have been subject to rounding adjustments, accordingly numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. All numerical figures given under Section 7.0 of the Prospectus are audited figures unless otherwise stated.

No regulatory approval other than CSE approval is required for the issuance of Green Bonds of Resus Energy PLC.

IMPORTANT All Applicants should indicate in the Application for Green Bonds, their Central Depository Systems (Private) Limited (CDS) account number.

In the event the name, address or NIC number/passport number/company number of the Applicant mentioned in the Application Form differs from the name, address or NIC number/passport number/company number as per the CDS records, the name, address or NIC number/ passport number/company number as per the CDS records will prevail and be considered as the name, address or NIC number/passport number/company number of such Applicant. Therefore, Applicant are advised to ensure that the name, address or

NIC number/passport number/company number mentioned in the Application Form tally with the name, address or NIC number/passport number/company number given in the CDS account as mentioned in the Application Form.

As per the directive of the Securities and Exchange Commission made under Circular No.08/2010

dated November 22, 2010, and Circular No.13/2010 issued by the CDS dated November 30, 2010, all Green Bonds are required to be directly deposited into the CDS. To facilitate compliance with this directive, all Applicants are required to indicate their CDS account number.

In line with this directive, THE GREEN BONDS ALLOTTED TO AN APPLICANT WILL BE DIRECTLY DEPOSITED IN THE

CDS ACCOUNT OF SUCH APPLICANT, the details of which is indicated in their Application Form. If the CDS account number indicated in the Application Form is found to be inaccurate /incorrect or there is no CDS number indicated, the Application will be rejected, and no allotments will be made. The Company may require an Applicant to provide such documentation as is reasonably necessary to satisfy itself that the investor is

an Applicant.

PLEASE NOTE THAT GREEN BOND CERTIFICATES WILL NOT BE ISSUED, HOWEVER, PLEASE NOTE THAT UPON THE ALLOTMENT OF GREEN BONDS UNDER THIS ISSUE, THE ALLOTTED GREEN BONDS WOULD BE CREDITED TO THE APPLICANT'S CDS ACCOUNT INDICATED IN THE APPLICATION FORM. Applicants who wish to open a CDS account, may do so through a Trading Participant of the CSE as set out in Annexure IV or through any Custodian Bank as set out in Annexure V of this Prospectus. ISSUE AT A GLANCE

Issuer

Resus Energy PLC

Instrument

Senior, Listed, Rated, Unsecured, Redeemable Green* Bonds

*Note- These are GSS+ Bonds as defined by the CSE Listing Rules and issued in compliance with the CSE Listing Rules.

Listing

The Green Bonds will be listed on the Colombo Stock Exchange

Number of Green Bonds to be Issued

An Issue of up to Ten Million (10,000,000) Senior, Unsecured, Redeemable Green Bonds

Listed,

Rated,

Amount to be Raised

A sum of up to Sri Lanka Rupees to One Billion (LKR 1,000,000,000)

Entity Rating

A - (lka) Stable by Fitch Ratings Lanka Limited

Issue Rating

A - (lka) by Fitch Ratings Lanka Limited

Issue Price

Rupees One Hundred (LKR 100/-) per each Green Bond

Par Value

Rupees One Hundred (LKR 100/-) per each Green Bond

Details of Green Bonds

Type

Type of Interest

Tenure

Interest Rate

(per annum)

Annual Effective Rate (AER)

Interest Payment Frequency

A

Fixed Rate

4 Years

11.55%

11.55%

Annually

B

Fixed Rate

5 Years

11.75%

11.75%

Annually

Minimum Number of Green Bonds to be Subscribed

The minimum subscription requirement applicable for an investor applying for Green Bonds shall be Rupees Ten Thousand (LKR 10,000/-).

Any Application in excess of the minimum subscription requirement shall be in multiples of Rupees Ten Thousand (LKR 10,000/-).

Interest Payment Date(s)

For Type A and Type B Green Bonds: The dates on which payments of interest in respect of the Green Bonds shall fall due, which shall be twelve

(12) months from the Date of Allotment and every twelve (12) months therefrom from the Date of Allotment until the Date of Redemption and

includes the Date of Redemption.

Interest Period

For Type A and Type B Green Bonds: The twelve (12) month period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the date immediately preceding the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).

Mode of Payment of Principal Sum and Interest

Through an electronic fund transfer mechanism recognized by the banking system of Sri Lanka such as SLIPS and RTGS where accurate bank account details are provided by the Green Bond Holders subject to the prevalent limitation with regard to SLIPS and RTGS or by cheque marked "Account

Payee Only".

Issue Opening Date

June 25, 2025

Date of Redemption/ Maturity

Date

The date on which Redemption of the Green Bonds will take place as

referred to in Section 5.6 of this Prospectus.

Date of Allotment

The date on which the Green Bonds will be allotted by the Company to

Applicants subscribing thereto.

Closure Date of the Subscription List

Subject to the provisions contained below, the subscription list for the Green Bonds will open at 9.30 a.m. on June 25, 2025 and will remain open for fourteen (14) Market Days including the Issue Opening Date until closure at 4.30 p.m. on July 15, 2025.

However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the maximum Ten Million (10,000,000) Green Bonds being fully subscribed.

In the event the Board of Directors of the Company decides to close the Green Bond Issue without the full subscription of the Ten Million (10,000,000) Green Bonds, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 pm. (refer Section 5.2 of this Prospectus).

Basis of Allotment

In the event of an over subscription, the Board of Directors of the Company will endeavour to decide the basis of allotment of the Green Bonds in a fair manner within seven (07) Market days from the closure of the Issue.

The Board however shall reserve the right to allocate up to a maximum of 75% of the Number of Green Bonds to be allotted under this Prospectus on a preferential basis, to identified institutional investor/s of strategic importance with whom the Company might have mutually beneficial relationships in the future as future investors.

Number of Green Bonds to be allotted to identified institutional investor/s of strategic and operational importance, on a preferential basis or otherwise will not exceed 75% of the total number of Green Bonds to be issued under this Prospectus under any circumstances, unless there is an under subscription from the other investors (investors that do not fall

under preferential category).

TABLE OF CONTENTS

  1. CORPORATE INFORMATION 1

  2. RELEVANT PARTIES TO THE ISSUE 2

  3. LIST OF ABBREVIATIONS 3

  4. GLOSSARY OF TERMS RELATED TO THE ISSUE 4

  5. PRINCIPAL FEATURES OF THE GREEN BONDS 6

    1. INVITATION TO SUBSCRIBE 6

    2. SUBSCRIPTION LIST 7

    3. OBJECTIVES OF THE GREEN BOND ISSUE AND SPECIFIC RISK RELATING TO THE OBJECTIVES OF THE ISSUE 7

      1. SETTLEMENT OF TERM LOANS 8

      2. SETTLEMENT OF COMMERCIAL PAPERS ISSUED FOR REDEMPTION OF DEBENTURES 9

      3. INVESTING IN SOLAR PLANTS 11

    4. PAYMENT OF INTEREST 18

    5. APPLICATION OF TAX ON INTEREST PAYMENTS 18

    6. REDEMPTION OF GREEN BONDS 18

    7. PAYMENT METHOD 19

    8. TRUSTEE TO THE ISSUE 19

    9. INDEPENDENT EXTERNAL REVIEWER 19

    10. RATING OF THE GREEN BOND 20

    11. RIGHTS AND OBLIGATIONS OF THE GREEN BOND HOLDERS 21

    12. BENEFITS OF INVESTING IN GREEN BONDS 21

    13. RISKS INVOLVED IN INVESTING IN GREEN BONDS 22

    14. TRANSFER OF GREEN BONDS 24

    15. LISTING 24

    16. COST OF THE ISSUE 24

    17. BROKERAGE FEE 25

    18. UNDERWRITING 25

    19. INSPECTION OF DOCUMENTS 25

  6. PROCEDURE FOR APPLICATION 26

    1. ELIGIBLE APPLICANTS 26

    2. HOW TO APPLY 26

    3. NUMBER OF GREEN BONDS TO BE SUBSCRIBED 29

    4. MODE OF PAYMENT OF THE INVESTMENT BY THE APPLICANTS 29

    5. REJECTION OF APPLICATIONS 31

    6. BANKING OF PAYMENTS 32

    7. BASIS OF ALLOTMENT OF GREEN BONDS 32

    8. REFUNDS 32

    9. CDS ACCOUNTS AND SECONDARY MARKET TRADING 33

  7. THE COMPANY 34

    1. OVERVIEW 34

    2. FINANCIAL YEAR 34

    3. STATED CAPITAL 34

    4. MAJOR SHAREHOLDERS AS AT MARCH 31, 2025 34

    5. DETAILS OF OTHER DEBT SECURITIES IN ISSUE 35

    6. PARTICULARS OF LONG-TERM LOANS AND OTHER BORROWINGS OF THE COMPANY 36

    7. CONTINGENT LIABILITIES AND LITIGATION AGAINST THE COMPANY 36

    8. LITIGATIONS AGAINST THE COMPANY 36

    9. KEY FINANCIAL RATIOS 37

    10. TAXATION 37

    11. DEBT SERVICING DETAILS OF THE ISSUER 37

    12. FINANCIAL STATEMENTS & FINANCIAL SUMMARY 37

  8. BOARD OF DIRECTORS 38

    1. DETAILS OF THE DIRECTORS 38

    2. BOARD RELATED PARTY TRANSACTIONS REVIEW COMMITTEE 38

  9. STATUTORY DECLARATIONS 39

    1. STATUTORY DECLARATION BY THE DIRECTORS 39

    2. STATUTORY DECLARATION BY THE MANAGERS AND PLACEMENT AGENTS TO THE ISSUE 40

  10. FINANCIAL INFORMATION 41

    1. ACCOUNTANTS' REPORT AND FIVE YEAR SUMMARY OF FINANCIAL STATEMENTS 41

ANNEXURE I - COPY OF THE RATING CERTIFICATE 61 ANNEXURE II - COPY OF THE INDEPENDENT ASSURANCE STATEMENT 68 ANNEXURE III - COLLECTION POINTS 71 ANNEXURE IV - TRADING PARTICIPANTS OF THE CSE 72 ANNEXURE V - CUSTODIAN BANKS 74 ‌1 CORPORATE INFORMATION

Name of the Company/Issuer

Resus Energy PLC

Legal Status

The Company was incorporated on June 11, 2003 and re-registered under the Companies Act No.07 of 2007 on September 11, 2007. Ordinary Shares of the Company were listed on the Colombo Stock Exchange on

October 08, 2009.

Company Number

PV 415 PB PQ

Place of Incorporation

Colombo, Sri Lanka

Registered Address

Resus Energy PLC No.250/1,

Torrington Avenue,

Colombo 07

Tel: +94 11 773 1731/ Fax: +94 11 773 1555

Company Secretary

Nexia Corporate Consultants (Private) Limited No.181, Nawala Road,

Narahenpita,

Colombo 05

Tel: +94 11 236 8154/ Fax: +94 236 8621

Rating Agency

Fitch Ratings Lanka Limited No. 15-02, East Tower, World Trade Center,

Colombo 01

Tel: +94 11 254 1900 /Fax: + 94 11 254 1903

Auditors

Ernst & Young Chartered Accountants No 109,

Galle Road,

Colombo 03

Tel: +94 11 246 3500/ Fax: +94 11 269 7869

Board of Directors

Mr. H A S Madanayake - Non-Executive Chairman Mr. G A K Nanayakkara - Managing Director

Ms. D C Abeyewardena - Independent Non-Executive Director Prof. N D Gunawardena - Independent Non-Executive Director Mr. U P Egalahewa - Non- Independent Non-Executive Director

Mr. K P P M Amarasiri - Non- Independent Non-Executive Director

‌2 RELEVANT PARTIES TO THE ISSUE

Managers and Placement Agents to the Issue

NDB Investment Bank Limited Level 1, NDB Capital Building, No. 135, Bauddhaloka Mawatha, Colombo 04

Tel: + 94 11 230 0385-90 /Fax: +94 11 230 0393

Lawyers to the Issue

Nithya Partners

No. 97 A, Galle Road, Colombo 03

Tel: +94 11 471 2625 / Fax: + 94 11 232 8817

Registrars to the Issue

S S P Corporate Services (Private) Limited No.101, Inner Flower Road,

Colombo 03

Tel: +94 11 257 3894/ Fax: +94 257 3609

Trustee to the Issue

Hatton National Bank PLC Level 17, No. 479,

T B Jayah Mawatha, Colombo 10

Tel: +94 11 246 2462/ Fax: +94 266 2759

Company Secretary

Nexia Corporate Consultants (Private) Limited No.181, Nawala Road,

Narahenpita, Colombo 05

Tel: +94 11 236 8154/ Fax: +94 236 8621

Rating Agency to the Issue

Fitch Ratings Lanka Limited No. 15-02, East Tower, World Trade Center, Colombo 01

Tel: +94 11 254 1900/ Fax: + 94 11 254 1903

Bankers to the Issue

Hatton National Bank PLC Level 17, No. 479,

T B Jayah Mawatha, Colombo 10

Tel: +94 11 246 2462/ Fax: +94 266 2759

Auditors and Reporting Accountants

Ernst & Young Chartered Accountants Rotunda Towers, No. 109,

Galle Road, Colombo 03

Tel: +94 11 246 3500/ Fax: +94 11 269 7869

Independent External Reviewer to the Issue

Assurance Team

M/s Deloitte Associates Chartered Accountants, No.11, Castle Lane, Colombo 04.

Tel: +94 11 258 0409

‌3 LIST OF ABBREVIATIONS

AER

Annual Effective Rate

AWPLR

Average Weighted Prime Lending Rate

c.

Circa

CBI Standards

Climate Bonds Initiative Standards

CDS

Central Depository Systems (Private) Limited

CSE

Colombo Stock Exchange

ESG

Environmental, Social, Governance

GBF

Green Bond Framework

GBP

Green Bond Principles

GHG

Green House Gases

GWh

Gigawatt Hour

GSS+

Green, Social and Sustainability

ICMA

International Capital Markets Association

LKR

Lankan Rupees

IIA

Inward Investment Account

Issuer/Company

Resus Energy PLC

MW

Megawatt

MWh

Megawatt-hour

NIC

National Identity Card

p.a.

Per Annum

POA

Power of Attorney

PLC

Public Limited Company

PV

Photovoltaic

RTGS

Real Time Gross Settlement

SEC

Securities and Exchange Commission of Sri Lanka

SFWG

Sustainability Financing Working Group

SLIPS

Sri Lanka Inter Bank Payment System

UNSDG

United Nations Sustainable Development Goals

US

United States of America

‌4 GLOSSARY OF TERMS RELATED TO THE ISSUE

Applicant

Any person identified as an investor who submits an Application Form under this Prospectus.

Application Form/Application

The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Green Bonds in Issue.

Company/ Issuer

Resus Energy PLC

Closure Date

Subject to the provisions contained below, the subscription list for the Green Bonds will open at 9.30 a.m. on June 25, 2025 and will remain open for fourteen (14) Market Days including the Issue Opening Date until closure at

4.30 p.m. on July 15, 2025.

However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the maximum of Ten Million (10,000,000) Green Bonds being fully subscribed.

In the event the Board of Directors of the Company decides to close the Green Bond Issue without the full subscription of the Ten Million (10,000,000) Green Bonds, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at

4.30 pm. (refer Section 5.2 of this Prospectus).

Date of Allotment

The date on which the Green Bonds will be allotted by the Company to Applicants subscribing thereto.

Date of Redemption

The date on which Redemption of the Green Bonds will take place as referred to in Section 5.6 of this Prospectus.

Green Bonds

Senior, Listed, Rated, Unsecured, Redeemable Green Bonds of four year (2025 /2029) and five year (2025/2030), to be issued pursuant to this

Prospectus.

Green Bond Holder(s)

Any person who is for the time being the holder of the Green Bonds and includes his/her respective successors in title.

Eligible Green Projects

Projects for which the Green Bond proceeds will be utilized.

GSS+ Bond

Any type of bond instrument where the proceeds will be exclusively applied to finance or re- finance, in part or in full, new and/or existing eligible GSS+ Project/s.

Eligible GSS+ Project

Any Eligible GSS+ Project for which the proceeds of the bond are utilized (including but not limited to Green/Blue/Social/ Sustainability/Sustainability Linked Projects) which is aligned with the Principles, guidelines and requirements set out in Rule 2.2.1 (o) of the CSE Listing Rules for which the bond instrument is issued.

Entitlement Date

The Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Green Bond Holder would need to be recorded as being a Green Bond Holder on the list of Green Bond Holders provided by the CDS to the Bank /in whose name the Green Bonds are registered in the Green Bond Holders' register of the Bank (where applicable), in order to qualify for the payment of any interest or any Redemption proceeds.

Independent External Reviewer

Means at a minimum, an entity that possesses expertise and experience in;

  • reviewing GSS+ Bonds which is aligned with the principles, guidelines and requirements set out in Rule 2.2.1 (o) of CSE Listing Rules for which the Bond instrument is issued, and,

  • providing an external review on the alignment of GSS+ Bonds with the International Capital Market Association Principles and Guidelines and where applicable Green Finance Taxonomy or any related Taxonomy issued by the Central Bank of Sri Lanka via any of the methods of reviews as set out in Rule

2.2.1 (o) of the CSE Listing Rules.

Interest Payment Date(s)

For Type A and Type B Green Bonds: The dates on which payments of interest in respect of the Green Bonds shall fall due, which shall be twelve (12) months from the Date of Allotment and every twelve (12) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the

Date of Redemption.

Interest Period

For Type A and Type B Green Bonds : The twelve (12) month period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the date immediately preceding the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end

date).

Issue

The offer of Green Bonds to Investors pursuant to this Prospectus

Issue Price

Rupees One Hundred (LKR 100/-) per each Green Bond

Market Day

Any day on which trading takes place at the CSE

Working Day

A day (other than a Saturday or Sunday or any statutory holiday) on which licensed commercial banks are open for business in Sri Lanka

Non-Resident(s)

Foreign institutional investors including country funds, regional funds or mutual funds, corporate bodies incorporated outside Sri Lanka, citizens of foreign states whether resident in Sri Lanka or outside Sri Lanka and Sri

Lankans resident outside Sri Lanka

Borrower(s)

The entity/person who the Green Bond Proceeds will be lent to

Par Value

LKR 100/- per each Green Bond

Principal Sum

The product of the number of Green Bonds allotted and the Par Value

Prospectus

This prospectus dated June 17, 2025 issued by Resus Energy PLC

Redemption

Repayment of the Principal Sum and unpaid and accrued interest (if any) with

regard to a Green Bond to a Green Bond Holder by the Company

Registered Address

When used in relation to a Green Bond Holder means the address provided by

the Green Bond Holders to the CDS

Trustee

Hatton National Bank PLC

Trust Deed

Trust Deed executed between the Company and Hatton National Bank PLC on

June 16, 2025.

‌5 PRINCIPAL FEATURES OF THE GREEN BONDS
  1. ‌INVITATION TO SUBSCRIBE

    The Board of Directors of Resus Energy PLC (hereinafter referred to as the "Board") at the Board Meeting held on February 06, 2025 resolved to raise a sum of Rupees One Billion (LKR 1,000,000,000) by an issue of up to Ten Million (10,000,000) Green Bonds, each with a Par Value of LKR 100/- .

    As such a maximum amount of Rupees One Billion (LKR 1,000,000,000) would be raised by the issue of a maximum of Ten Million (10,000,000) four-year (2025/2029) and five-year (2025/2030) Bonds each with the Par Value of LKR 100/-.

    The issue comprises of a maximum of Ten Million (10,000,000) Senior, Listed, Rated, Unsecured, Redeemable Green Bonds.

    The Company invites Applications for Green Bonds which will rank equal and pari passu with each other without any preference or priority of any one or more than over the others except for the Interest Rate, Interest payment Frequency and Date of Redemption as more fully described in Section 5.4 and Section 5.6 of this Prospectus. The claims of the Green Bond Holders shall in the event of winding up of the Company rank after all the claims of secured creditors and preferential claims under any Statutes governing the Company but pari passu to the claims of unsecured creditors of the Company and shall rank in priority to and over any subordinated debt of the Company and the claims and rights of the preference and ordinary shareholder/s of the Company. Green Bonds does not carry an option to be converted to ordinary shares or any other type of security.

    The below mentioned Bonds will be offered to the public:

    Type

    Tenure

    Interest Rate

    Basis

    Issue Price per

    Bond (LKR)

    Description

    A

    4 Years

    Fixed

    100

    11.55% p.a payable annually

    (AER 11.55%)

    B

    5 Years

    Fixed

    100

    11.75% p.a payable annually

    (AER 11.75%)

    It is the intention of the Company to list the Green Bonds on the Colombo Stock Exchange. The CSE has given its in principle approval for the listing of the Bonds on the CSE. However, the CSE reserves the right to withdraw such approval, in the circumstances set out in Rule 2.3 of the Listing Rules.

    Senior, Listed, Rated, Unsecured, Redeemable, Green Bonds issued under the Prospectus are not subject to an early redemption or have a "convertible option". However, Green Bonds shall become immediately payable at the option of the Trustee on the occurrence of an event of default as specified in Clause 10 of the Trust Deed and individual Green Bond Holders could call for redemption of Green Bonds in the circumstances as set forth in Section 7 of CSE Listing Rules as provided under Clause 4 as the dissenting option in the Trust Deed. Clause 10 of the Trust Deed specifies instances where immediate payment can happen to the Green Bond Holders. This Green Bond is not collateralized by any asset of the Company.

    Section 7 of the CSE Listing Rules outlines the continuing listing requirements applicable to Green Bonds. These requirements include but is not limited to the submission of the written report of the External Review prepared and signed by the Independent External Reviewer to be in line with Rule 7.12.4 A (I) b of the CSE Listing Rules. The said report should confirm that the Green Bond is aligned with the applicable Principles and Guidelines of ICMA and where applicable Green Finance Taxonomy or any related Taxonomy issued by the Central Bank of Sri Lanka and verify the utilization of the proceeds allocated towards the green project/s.

    Failure to adhere to the continuous listing requirements may result in enforcement actions in accordance with Section 7 of the CSE Listing Rules. In such an instance,

    • The Company shall pay the maturity proceeds relating to the Green Bonds held by such dissenting Green Bond Holders within seven (07) Market Days from the meeting of the Green Bond Holders.

    • CSE shall cease to recognize such Debt Securities of the Company as Sustainable Bonds (Green Bonds). Such non-recognition may lead the Company to effect changes to the existing features of the proposed Green Bonds (e.g. features, rights, interest rates, AER etc. along with any other benefits attached to the proposed Green Bond).

    • The Company shall make an Immediate Market Announcement setting out the outcome of the meeting of the Green Bond Holders, convened by the Company by Market Day immediately following the date of the meeting of the Green Bond Holders. Such announcement shall include any decisions/modifications made pertaining to the Green Bonds and/or its terms of issue (as applicable), and information relating to the dissenting Green Bond Holders (if any).

  2. ‌SUBSCRIPTION LIST

    Subject to the provisions contained below, the subscription list for the Green Bonds will open at 9.30 a.m. on June 25, 2025 and will remain open for fourteen (14) Market Days including the Issue Opening Date until closure at 4.30 p.m. on July 15, 2025.

    However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the maximum of Ten Million (10,000,000) Green Bonds being fully subscribed.

    In the event the Board of Directors of the Company decides to close the Green Bond Issue without the full subscription of the Ten Million (10,000,000) Green Bonds, such decision is to be notified to the CSE on the day such decision is made and subscription list will be closed on the following Market Day at 4.30 p.m.

  3. ‌OBJECTIVES OF THE GREEN BOND ISSUE AND SPECIFIC RISK RELATING TO THE OBJECTIVES OF THE ISSUE

    The funds generated from the Green Bonds will be utilised for settling term loans, settling commercial papers obtained for the redemption of debentures of Resus Energy PLC as well as finance solar power plants.

    Reference

    Purpose

    Amount (LKR)

    As a percentage of

    the Funds Raised

    5.3.1

    Settlement of Term loans

    240.23 Mn

    24.02%

    5.3.2

    Settlement of Commercial Papers obtained for the

    redemption of debentures

    208.06 Mn

    20.81%

    5.3.3

    Investing in solar power plants (including refinancing any short-term facilities obtained/to be obtained to finance capital investments in the

    identified solar plants if any)

    551.71 Mn

    55.17%

    1. ‌SETTLEMENT OF TERM LOANS

      The outstanding balances of the term loan facilities to be settled by the Company as at June 02, 2025 and the extent to which the said facilities will be settled via the funds raised through the Green Bond are as follows:

      Lender

      Purpose and date of

      obtaining the loan

      Amount

      Outstanding (LKR)

      Amount to be Settled via the Green Bond

      Issue (LKR)

      Security Provided

      Any Early Settlement Penalties Applicable

      Applicable Interest Rate

      National

      Development Bank

      To finance renewable projects

      (May 29, 2019)

      85,500,000

      85,500,000

      Primary mortgage over

      immovable and movable projects assets including project approvals, freehold land, civil structures, power plant and machinery, book debts and insurance proceeds

      To be negotiated

      Weekly AWPLR

      based plus

      margin

      Seylan Bank PLC

      To finance

      Siyambalanduwa 2 MW solar

      project

      (April 26, 2019)

      31,330,900

      31,330,900

      Yes

      Fixed Rate

      123,499,520

      123,499,520

      Yes

      1 month AWPLR

      based plus margin

      Primary mortgage bond over entirety of shares issued supported by a power of attorney

      Corporate guarantees issued by Resus

      Energy PLC

      Total

      240,330,420

      244,330,420

      The above-mentioned facilities will be settled immediately, prior to their maturity no later than 24 months after the allotment process of the Green Bond issue is completed. The Company has identified the specific settlement facilities and the corresponding extent to which they will be settled, taking into account the floating interest rates associated with existing facilities and the high finance cost related to the loan obtained from National Development Bank PLC specifically. In light of the current downward trend in interest rates, the Company intends to transition its floating-rate loans to fixed-rate instruments (loans set out in the table above). The Company intends to settle the loan obtained from Seylan Bank PLC due to its intention to spin off all its solar projects to consolidate the Company's solar assets under a Special Purpose Vehicle which is a fully owned subsidiary of the Company.

      None of the above-mentioned facilities were obtained from any related parties of the Company and the Company will not be settling any related party finance facilities from the funds raised through the Green Bond Issue.

    2. ‌SETTLEMENT OF COMMERCIAL PAPERS ISSUED FOR REDEMPTION OF DEBENTURES

The Company plans to allocate a portion of the funds raised through the Green Bond Issue to settle the 3-month Commercial Papers that has been issued by the Company at 9.00% p.a. raising c. LKR 208 Mn. The Company has utilized the funds raised through the Commercial Papers to finance the redemption of Type A Debentures issued on March 25, 2022.

The funds raised for the above-mentioned Objective will be utilized immediately as and when they mature failing which within 24 months after the allotment process of the Green Bond issue is completed.

No related parties have invested in the above-mentioned Commercial Papers.

The facilities settled using the Debenture proceeds and the projects for which the said facilities were obtained for are provided in the table below,

Facilities settled as per the Prospectus pertaining to

the Debenture issue in 2022

Description of the facility

Purpose of obtaining the facility*

Sierra Power (Pvt) Ltd

Related Party Loan

To finance the 2.4MW hydropower project in Karapalagama, Nuwara Eliya

Resus Solar (Pvt) Ltd

Related Party Loan

To finance the 6MW Mahiyangana Solar project

Upper Huluganga (Pvt) Ltd

Related Party Loan

To finance the upper Huluganga mini

hydropower project

Overdraft 1

National Development Bank PLC - Overdraft Facility

To meet working capital requirements of Giddawa and Upper Magalganga mini hydropower projects and Upper Agra Oya hydro power project

Bank Loan 1

Commercial Bank of

Ceylon PLC- Bank Loan

Bridging financing facility for the Mahiyangana

6MW project

Facilities settled as per the

Prospectus pertaining to the Debenture issue in 2022

Description of the facility

Purpose of obtaining the facility*

Overdraft 2

Pan Asia Banking Corporation - Overdraft Facility

To meet working capital requirements of Giddawa and Upper Magalganga mini hydro power projects and Upper Agra Oya hydro

power project

Overdraft 3

DFCC Bank PLC -

Overdraft Facility

To meet working capital requirements of Giddawa and Upper Magalganga mini hydro power projects and Upper Agra Oya hydro power project

Overdraft 4

Commercial Bank of Ceylon PLC - Overdraft Facility

To meet working capital requirements of Giddawa and Upper Magalganga mini hydro power projects, Upper Agra Oya hydro power project and Mahiyangana 6MW Solar Project

Overdraft 5

Nations Trust Bank PLC -

Overdraft Facility

To meet working capital requirements of Giddawa and Upper Magalganga mini hydro power project, Upper Agra Oya hydro power project and Mahiyangana 6MW solar Project

Overdraft 6

Hatton National Bank PLC- Overdraft Facility

To meet working capital requirements the Upper Huluganga hydro power project

Overdraft 7

Seylan Bank PLC -

Overdraft Facility

To finance the Siyambalanduwa 2MW solar

project

Commercial Paper 1

Commercial Paper

To meet working capital requirements of Giddawa and Upper Magalganga mini hydro power projects, Upper Agra Oya hydro power project and Mahiyangana 6MW solar project

Commercial Paper 2

Commercial Paper

To meet working capital requirements of Giddawa and Upper Magalganga mini hydro power projects, Upper Agra Oya hydro power

projects, and Mahiyangana 6MW solar project

Commercial Paper 3

Commercial Paper

To meet working capital requirements of Giddawa and Upper Magalganga mini hydropower projects Upper Agra Oya hydropower project and Mahiyangana 6MW project

*All of the projects mentioned are currently operational.

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