Ansal Properties & Infrastructure Ltd. — Regulatory Filings 2024

Mar 24, 2024

23rd March, 2024

Scrip Code: ANSALAPI National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex, Bandra (East) Mumbai - 400 051

Scrip Code: 500013 BSE Limited 25th Floor, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001

Reg.: Outcome of the Board Meeting held on the 23rd March, 2024 concluded at 06:20 P.M

Ref: (i) Regulations 17 and 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

(ii) Companies Act, 2013 and Rules made thereunder.

Dear Sir/Madam,

With reference to the captioned matter and pursuant to the compliance of Regulations 17, 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board of Directors at their meeting held today i.e. the 23rd March, 2024 have: -

a) approved the appolntrnent of Shri Sunil Kumar Gupta (DIN: 06531451), as an Additional Director of the Company, deslqnated as Non-Executive Independent Director (Non Rotational), for a term of 03 {Three} consecutive years, w.e.f. the 23rd March, 2024 till 22nd March, 2027. Also note that he is not debarred from holding the office of director pursuant to any SEBI's Order or any other authority and his appointment shall be subject to the approval of shareholders at the next general meeting (including the postal ballot), in terms of the applicable provisions of the Companies Act, 2013 and rules framed there under and Listing Regulations. He is not related to any other director on the Board of the Company.

Profile: Shri Sunil Kumar Gupta, who is a fellow member of the Institute of Chartered Accountants of India, Insolvency Professional, a valuer- Securities or Financial Assets and a Certified Forensic Auditor, has 33 years of rich and varied experience in diversified industries such as Real Estate, Manufacturing, FMCGand Services. He has worked at senior management level with many renowned corporate houses.

b) approved the appointment of Smt. Francette Patricia Atkinson (DIN: 10388863), as an Additional Director of the Company, deslqnated as Non-Executive Independent Woman Director (Non Rotational), for a term of 03 {Three} consecutive years, w.e.f. the 23rd March, 2024 till 22nd March, 2027. Also note that she is not debarred from holding the office of director pursuant to any SEBI's Order or any other authority and her appointment \~\fastril.

shall be subject to the approval of shareholders at the next general meeting (including the postal ballot), in terms of the applicable provisions of the Companies Act, 2013 and rules framed there under and Listing Regulations. She is not related to any other director on the Board of the Company.

Profile: Smt. Francette Patricia Atkinson, who is an Aesthecian from Pivot Point University, Chennai, has vast experience of over 30 years in different fields including real estate/ construction industries. She was involved in marketing/ selling of various real estate project in Bangalore.

c) approved the appointment of Shri Binay Kumar Singh (DIN:10467660), as an Additional Director of the Company, designated as Non-Executive Independent Director (Non Rotational), for a term of 03 {Three} consecutive years, w.e.f. the 23rd March, 2024 till 22nd March, 2027. Also note that he is not debarred from holding the office of director pursuant to any SEBl's Order or any other authority and his appointment shall be subject to the approval of shareholders at the next general meeting (including the postal ballot), in terms of the applicable provisions of the Companies Act, 2013 and rules framed there under and Listing Regulations. He is not related to any other director on the Board of the Company.

Profile: Shri Binay Kumar Singh, who holds the degree of MSc. Physics, is retired from Indian Police Service. In his career spanning over 33 years in Indian Police Service he was involved in entire spectrum of Police work including enforcement, administration and management of police and security systems. He has spent over 18 years in the Intelligence bureau. He was decorated with President's Police medal for distinguished service and the Indian Police Medal for meritorious service.

• d) Approved the resignation of Shri Anoop Sethi (DIN: 01061705) from the position of Managing Director and Chief Executive Officer w.e.f the 14th March, 2023 (as recommended by the Nomination and Recommendation Committee and approved by the Board of Directors on 23rd March, 2024) and from position of the Director of Company on 23rd March, 2023 vide his email dated 23rd March 2023 (collectively enclosed herewith as Annexure-1).
• e) approved the appointment of Shri Deepak Mowar (DIN: 02195026), as an Additional Director, designated as Managing Director and Chief Executive Officer of the Company w.e.f. 23rd March, 2024 for a term of 01 {One} year, i.e. 23rd March, 2024 till 22nd March, 2025. Also note that he is not debarred from holding the office of director pursuant to any SEBI's Order or any other authority and his appointment shall be subject to the approval of shareholders at the next general meeting (including the postal ballot), in terms of the applicable provisions of the Companies Act, 2013 and rules framed there under and Listing Regulations. He is not related to any other director on the Board of the Company.

Profile: Shri Deepak Mowar, is an eminent professional holding degrees of LL.M and L.L.B and a Bachelor Degree in Commerce from Delhi University. He is having rich and varied experience of more than 20 years in various industries. He has served the Real Estate and hospitality development and is employed with the Company as Dy. President (Operations).

f) Further in continuation to the intimation to stock exchanges, on the 05thJuly, 2022, for allotment of 2,12,00,000 nos. of Warrants, convertible into equivalent nos. of Equity shares (i.e. one fully paid up Equity share upon conversion of every one Warrant held) of a face value of Rs. 5/- (Rupees Five) each of the Company ("Warrants"), at an exercise price of Rs 17/- (including a premium of Rs 12/-) per Equity share ("Exercise Price"), by the Directors of the Company to the Promoter Group Entity and Non Promoter (Public) on the os= July, 2022.

In this regard, kindly note that the Warrant holders have failed to exercise their option for conversion of said Warrants into Equity shares of the Company within a period of 18 (Eighteen) months from the date of allotment of the Warrants (i.e. 05th July, 2022).

Pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, in case the warrant holder does not exercise the option for Equity shares against any of the warrants held by the warrant holder, the consideration paid in respect of such warrant shall be forfeited by the Company (Issuer). Moreover, among others, a joint petition was filed by ICP Investments (Mauritius) Limited (holding 89,00,000 Warrants) and Shri Sandeep Kohli (holding 11,00,000 Warrants) against the Company for recovery of 25% of Exercise Price paid along with interest as Warrants were not credited in their respective demat accounts within 15 days of passing the shareholders' resolution (i.e 27thJune, 2022) though allotment was made within 15 days of shareholders Resolution (joint Petition is being withdrawn by them). The Hon'ble NCLT vide its order dated the 04thJanuary, 2024, among others, has mentioned that "In the interest of justice let the parties maintain status quo as of today with regard to application money paid by the Applicants".

Accordingly, the Board of Directors at their meeting held today have decided to forfeit the amount of Rs. 4,76,00,000/- (Rupees Four Crores and Seventy- Six Lakhs) equivalent to 25% of Exercise Price received from the other allottees holding 1,12,00,000 Warrants.

• g) Shri Sandeep Kohli (DIN: 00300767), Chairman and Non-Executive Independent Director of the Company vide his letter dated the 23rd March, 2024 (enclosed herewith), has reslqned from the position of Chairman and Non-Executive Independent Director of the Company with immediate effect due to personal reasons. He is not holding directorship in any other listed company. Apart from the reasons mentioned above, there is no other reason for his resignation from the positions of Chairman and Non-Executive Independent Director of the Company (Enclosed herewith as Annexure -2).
• h) Approved the appointment / re-designation of Shri Pranav Ansal (DIN: 00017804), as Chairman and Whole Time Director of the Company w.e.f the 23rd March, 2024, who was appointed as a Vice Chairman and Whole Time Director of the Company w.e.f the 01st November, 2022 till 31st October, 2025 (Approved by shareholders on the 28th September, 2022). Also note that he is not debarred from holding the office of director pursuant to any SEBI's Order or any other authority and his appolntrnent/re- designation shall be subject to the approval of shareholders at the next general meeting (including the postal ballot), in terms of the applicable provisions of the Companies Act, 2013 and rules framed there under and Listing Regulations. He is not related to any other director on the Board of the Company.

Ansal Properties & Infrastructure Ltd. (An ISO 14001 : 2004 OHSAS 18001 : 2007) 115, Ansal Bhawan, 16, Kasturba Gandhi Marg, New Oelhi-110 001 Tel.: 23353550, Website: www.ansalapLcom 66302268/69/70 I ⁷² CD "2 CIN: L45101DL 1967PLC004759 -=> Email: customercare@ansalapi.com TOLL FREE NO. 18002665565

Profile: Shri Pranav Ansal, is a prominent industrialist who is expanding the legacy of the Ansal API Group. He is a graduate from Hans Raj College (Delhi University) and initially joined the Company as a Management Trainee. He has been the driving force behind Ansal Plaza, Delhi which sparked off the Mall revolution in the Country. He has taken upon the mantle of expanding the Group's business to new horizons and is responsible for extending the Ansal API brand name to new geographies in the areas of township development and innovative commercial set ups with international standards.

• i) Noted the payment of SOP fine by the Company in respect of non-compliance of Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (SEBI listing Regulations) i.e. non- submission of Financial Results to stock exchanges as per the time mentioned in SEBI Listing Regulations for the quarter ended 3pt December, 2022, 3pt March, 2023, 30th June, 2023, 30th September, 2023 and 31st December, 2023 (under process of Payment), due to the initiation of Corporate Insolvency Resolution Process against the Company and non- clarity about the status of the Board of Directors. The newly reconstituted Board has ensured that now the necessary compliances of the Companies Act, 2013 and the Listing Regulations be taken care of in future, without any delay.
• j) Noted the non-compliance of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (SEBI listing Regulations) i.e. nonsubmission of Annual Report for the Financial year 2022-23 to stock exchanges as per the time mentioned in the said Regulation, due to the initiation of Corporate Insolvency Resolution Process against the Company and non- clarity about the status of the Board of Directors. Further, Annual General Meeting has not been held till date within the extended time period of Three months given by the Registrar of Companies, Delhi. The newly reconstituted Board has ensured that now the necessary compliances of the Companies Act, 2013 and the Listing Regulations be taken care immediately, without any delay.

This is for your information and record please.

Thanking you, Yours faithfully, For Ansa. Properties &. Infrastructure Ltd.

Note: The Fernhill Project, Gurgaon and Serene Residency Group Housing Project", Sector ETA -II Greater Noida, of the Company are managed by the Resolution Professionals viz. Shri Jalesh Kumar Grover and Shri Navneet Kumar Gupta respectively

Ansal Properties & Infrastructure Ltd. (An ISO 14001 : 2004 OHSAS 18001 : 2007) 115, Ansal Shawan, 16, Kasturba Gandhi Marg, New Delhi-110 001 Tel.: 23353550, 66302268 169 170 172 ~<_ Website: www.ansalapi.com '" '\ CIN: L45101DL 1967PLC004759 ,/ Email: customercare@ansalapi.com TOLL FREE NO. 18002665565 ABDUL