Ashoka Buildcon Limited — Capital/Financing Update 2021

Mar 4, 2021

Ashoka Buildcon Limited

To The Manager The Department of Corporate Services BSE Limited Floor 25, P. i. Towers, Dalal Street, Mumbai — 400 001

To

The Manager The Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai —400 051

Scrip Code : 533271

Scrip Symbol : ASHOKA

Sub: Acquisition of stake in Ashoka Highways (Bhandara) Limited

March 4, 2021

Ashoka Buildcon Limited ("the Company") is pleased to inform that the Company has entered into a share purchase agreement with India Infrastructure Fund (IIF) for purchasing directly or through its subsidiary, 49% stake (i.e.1,27,95,399 equity shares of Rs.10/- each) held by IlF in Ashoka Highways (Bhandara) Limited ("AHBL / SPy") along with Zero Interest Shareholders Loan for an aggregate consideration of Rs.35,98,00,000/- (Rupees Thirty Five Crore and Ninety Eight Lakh only).

Further to inform that the Company already holds 09 shares in AHBL. Ashoka Concessions Limited, a subsidiary of the Company holds 1,33,17,653 equity shares of Rs.10/- each, i.e. 51% of the issued, subscribed and paid-up capital of AHBL. Post completion of this transaction, the Company along with subsidiary/ies would hold 100% stake in AHBL.

The completion of the above transaction is subject to receipt of the approvals from National Highways Authority of India (NHAI) and if required, from Lenders.

Please note that AHBL executes the Project awarded by NHAI viz. 'To carry on the business of Construction, Operation and Maintenance of Chattisgarh / Maharashtra Border - Wainganga Bridge Section from Km. 405.000 to Km. 485.000 of NH-6 in the state of Chattisgarh and Maharashtra under NHDP phase lIlA on BOT basis.'

The details required pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 are given in Annexure I.

This is for your kind information.

Yours sincerely,

For Ashoka Buildcon Limited

'- '

(Manoj A. Kulkarni) Company Secretary ICSl Membership No. FCS — 7377 Address : 3, Dattakripa Apt., Kathe Galli, Dwarka, Nasik —422 011

Regd. Office: S.No. 861, Ashoka House, Ashoka Marg, Vadala, Nasik — 422 011, Maharashtra, India Tel. + 91 253 6633705 Fax +91 253 2236704 • www.ashokabuildcon.com GIN : L45200MH1993PL0071970

Annexure I

Information to be submitted to the Exchanges as per Regulation 30 of SEBI LODR read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 as follows.

Sr. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	of the Target name entity The Ashoka is Highways (Bhandara) Limited ("AHBL/ SPy"), which is a step down subsidiary of Ashoka which Buildcon Limited ("Company"), in presently Ashoka Concessions Limited, a subsidiary of the Company, holds 51% equity shares other nominee along with shareholders equity and remaining 49% shares are held by India Infrastructure Fund ("IIF").
		entire stake The 49% held of by is lIE proposed to be acquired by the Company vide Share Purchase Agreement executed on March 03, 2021.
		AHBL is a special purpose vehicle incorporated to execute the project awarded by National Highways Authority of India ("NHAI") viz, to the construction, business carry on of operation and maintenance of Chhattisgarh/ Maharashtra Border-Wainganga Bridge section from K.M. 405.000 to K.M. 485.000 of the state Chhattisgarh and of NH-6 in Maharashtra under NHDP Phase lIlA on Build Operate and Transfer (BOT) basis.
		The Project was awarded in December 2006. The Total Cost of Project is Rs.528 Crore. The SPy has completed the construction of the Road Project in the year 2010 and since then collects toll.
		The turnover for FY 2019-20 is Rs.70.92 Crore.
2.	Whether the acquisition would within related fall transactions party and whether the promoter! promoter group! group	It is not a related party transaction since lIF is not a related party of the Company. lIE is only the strategic investor a This SPV. in transaction is a commercial transaction with and not related party transaction. a lIE

	ASHOK/1
	companies have any interest in the entity being acquired? If yes, nature of interest, details thereof and whether the same is done at "arm's length".	None of the directors of the Company or lIF the neither shares and any hold hF in Company. the shares are acquired The being by IF three different Company/Subsidiary in upon the third tranche being tranches and completed the Company/subsidiary shall have the title to ownership and of full all lIE's shares in AHBL. Acquisition of shares is at fair market value i.e. at arm's length.
3.	Industry to which the entity being acquired belongs.	to entity being acquired belongs The Infrastructure (Roads and Highways) industry.
4.	Objects and effects of acquisition but (including not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of the business of listed entity).	The object of the acquisition is to consolidate the the infrastructure business of road Company, which is the core competence of the Company as well as to provide an exit to lIF. The Company already holds 51% of the shareholding through total its in AHBL Concessions subsidiary namely Ashoka Limited. It is now proposed to acquire entire of 49% 1,27,95,399 stake i.e. held by lIE shares of Rs.1O/- each fully paid in AHBL. the one pioneer Company of The a) is infrastructure Development Companies in and Power Transmission Road & Distribution Sectors. It currently has one of the largest portfolios of BUT Projects in India. Target Entity belongs to main line of business of the Company and shall add value to the business of Company; are Operations and growth project of b) to management's intrinsically its linked consolidation decision making. The of shareholding would facilitate better and stable functioning and operations of the Company; facilitate Proposed consolidation would c) easy and quick decision making and enable the Company to run project to the satisfaction of all stake holders including NHAI and the Lenders; and Further AHBL has the same business as d) the business main line of of

		infrastructure Company/subsidiary i.e. development.
5.	details any of Brief governmental or regulatory approvals required for the acquisition.	the governed Concession The by SPV is Agreement executed with National Highways the per Authority of India (NHAI). As provisions of the Concession Agreement, the permission of NHAI is required for effecting change in ownership of SPy and if required, of the Lenders.
6.	time period for Indicative completion the of acquisition.	to the expects complete Company The to 2021 subject acquisition August by if required, from approvals from and NHAI Lenders.
7.	Nature consideration of - whether cash consideration or share swap and details of the same.	The Consideration for acquiring 49% stake in AHBL i.e.1,27,95,399 equity shares will be a cash consideration.
8.	Percentage of shareholding / control acquired and / or number of shares acquired.	The Company shall acquire 49% shareholding in AHBL from lIE and the total shareholding of the along with Company its in AHBL subsidiary/ies in aggregate will be 100%.
9.	Brief background about the entity acquired in terms of products/line business of acquired, date of incorporation, history of years' turnover, last 3 the Country which in acquired entity has presence other and any information significant (in brief).	AHBL has been incorporated on March 15, 2007 with CIN U45203MH2007PLC168773. It situated at has registered office its No. S. 3rd 113/2, floor, Business Ashoka Enclave, Wadala Road, Nashik - 422 009. AHBL has been incorporated with the object of carrying out the project awarded by NHAI on BOT basis viz, to carry on the business of construction, operation and maintenance of Chhattisgarh/ Maharashtra Border-Wainganga Bridge Section from K.M. 405.000 to K.M. 485.000 of the state Chhattisgarh and of NH-6 in Maharashtra under NHDP Phase lIlA. The Project is completed on August 19, 2010 and the Toll Collection had started since then. AHBL has business operations in India only. The turnover of AHBL for last 3 financial years has been Rs.70.92 Crore for FY20, Rs.67.34 Crore for FY19 and Rs.64.73 Crore for FY18.