Hindustan Construction Co. Ltd. — Capital/Financing Update 2020

Sep 22, 2020

	National Stock Exchange of India Limited
The Corporate Relationship Dept,	Exchange Plaza,
1st Floor, Phiroze Jeejeebhoy Towers,	Bandra-Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai-400 001.	Mumbai-400 051.

Sub: Intimation of the Sale of equity shares of a Step -down Subsidiaw of the Company

The Corporate Relationship Dept, 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.			8 National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051.
	Dear Sirls,
	Sub: Intimation of the Sale of equity shares of a Step -down Subsidiaw of the Company
	HCC Concessions Limited, a step-down subsidiary of Hindustan Construction Company Limited (in which Company, through wholly owned subsidiary HCC lnfrastructure Company Limited, holds 85.45%), being the infrastructure development arm of the HCC Group, has executed a definitive agreement on 28.09.2018 in respect of 100% stake sale of Farakka-Raiganj Highways Limited (FRHL), Highways and lnfrastructure II Pte. Limited, an entity based in Singapore.				to Cube
	Hindustan Construction Company Limited (the Company1 HCC) is also party to the definitive agreement. HCC Concessions Limited has transferred 100% stake of its subsidiary company Farakka-Raiganj Highways Limited (FRHL) to Cube Highways and lnfrastructure II Pte. Limited.
The details as required under the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBl Circular No. CIWCFD1CMD1412015 dated September 09, 2015 are given below:
Sr. No.	Particulars	Details
1	The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year	Particular (Rs. Cr)	Farakka Raiganj Highways Limited (FRHL)	HCC Consolidated	%
			236.35*	9,437.06	*
		Total	237.33'	9,521.87	*
		PAT before minority interest	(45.80)'	151.03	*
		PAT after minor~ty interest, associate interest	(39.14)'	151.03	*
		Net worth	44.25'	(759.1 8)
		* Under Ind AS, FRHL is treated as Joint Venture and has adopted Equity Method for Consolidation.
2	Date on which the agreement for sale has been entered into	The Share Purchase Agreement was executed on September 28, 2018; followed by the Amendment Agreement, which was executed on September 09, 2020
	The expected date of	The sale has been completed on September 22, 2020. of

Hindustan Construction Co Ltd

Hlncon House, LBS Marg. Vjkhroll (West), Mumba~ - 400 083, lndla Tel . c91 22 2575 1000 Fax +91 22 2577 ⁷⁵⁶⁸ CIN . L45200MH1926PLC001228

Sr. No.	Particulars	Details
4	Consideration received from such sale1 disposal	The total expected pay-out of Rs.603 Cr to HCC Group includes: (i) Rs.270 Cr which combines equity consideration and contractor payments; Rs.233 Cr of hold backs to be released on the completion of (ii) dispute resolution with NHAI; up to Rs.100 Cr of earnout is payable in 2023 contingent on (iii) traffic1 revenue projections (the traffic in FRHL has already returned to pre-COVID levels). Additionally, as part of the agreement with Cube, HCC Group will be entitled to a revenue share from FRHL over the entire concession period, which could be material in nature, and the details of which will be specified on completion of the ongoing conciliations with NHAI. The enterprise value of Rs.1,508 Cr (comprising debt of Rs.905 Cr and an equity valuation of Rs.603 Cr) also excludes a structure section of the project, which was descoped by NHAI, and for which Cube has offered a contingent pay-out. A successful closure with NHAI in the coming months of its tolling right confirmation, would entitle HCC Group to additional consideration estimated at Rs.200 Cr.
	Brief details of buyers and whether any of the buyers belong to the promoter1 promoter grouplgroup companies. If yes, details thereof	Cube Highways and Infrastructure II Pte. Ltd. (Cube Highways II) is a Singapore based company investing in road and highway projects, along with select other infrastructure sectors in India. Cube Highways is an independent, professionally managed platform that leverages the extensive transportation experience of its management and execution advisory teams. The buyer does not belong to the promoter1 promoter grouplgroup companies.
	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"
	Additionally, in case of a slump sale, ir~dicalive. disclosures provided for amalgamationlmerger, shall be disclosed by the listed entity with respect to such slump sale	Not Applicable

We request you take the above information on your record

Thanking you,

Yours faithfullv. For ~industa-n Construction Co Ltd., Vithal.P.Kulk Digitally signed by VithdlPK~lkdrni arni Date: 202009.22 15:02:13+093V Vithal P. Kulkarni Company Secretary Vithal.P.Kulk arni Digitally signed by Vithal.P.Kulkarni Date: 2020.09.22 15:02:13 +05'30'