Hindustan Construction Co. Ltd. — Major Shareholding Notification 2020

Jan 8, 2020

CIN: U65991MH2001GOI131154

Ref No: 11696/ITSL/OPR/19-20

Date: January 7, 2020

Bombay Stock Exchange Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001	National Stock Exchange of India Ltd Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (E) Mumbai - 400 051
Hindustan Construction Co. Ltd. Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400083

Dear Sir/Madam,

Sub: Disclosure pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in relation Invocation of shares of Hindustan Construction Co. Ltd.

Pursuant to the disclosure required to be made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, please find attached the disclosure in respect of the Invocation of shares on basis of Instruction from Debenture Holder of Hindustan Construction Co. Ltd. in favour of IDBI Trusteeship Services Limited (ITSL) in the capacity of Debenture Trustee for the benefit of debenture holders of Arya Capital Management Private Limited.

For and on behalf of

IDBI Trusteeship Services Ltd

Casolus

Authorized Signatory

Part A

Annexure

Format for disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Part-A-Details of Acquisition

1. Name of the Target Company (TC)		Hindustan Construction Co. Ltd.
2. Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer 3. Whether the acquirer belongs to	Invocation of Equity shares Hindustan Construction Co. Ltd. on the instructions of Debenture Holder pledged with IDBI Trusteeship Services Limited acting as a Debenture Trustee for the benefit of Debenture Holder. No
Promoter/Promoter group
4. Name(s) of the Stock Exchange(s) where the shares of TC are Listed		Bombay Stock Exchange Limited, National Stock Exchange of India Limited
5. Details of the acquisition as follows	Number	% w.r.t. total share/voting capital wherever applicable	% w.r.t. total diluted share/voting capital of the $TC(*)$
Before the acquisition release (under pledge) under consideration, holding of acquirer along with PACs of: a) Shares carrying voting rights Shares in nature of encumbrance b) (pledge/lien/non-disposal undertaking/others) c) Voting rights (VR) otherwise than by shares d) Warrants/convertible securities/ any other instrument that entities the acquirer to receive shares carrying voting rights in the T C (specify holding in each category)	21,99,88,139	14.54%	14.54%
Total (a+b+c+d) e)	21,99,88,139	14.54%	14.54%
Details of acquisition / Release of Pledge of shares*	30,23,000	0.20%	0.20%

a)	Shares carrying voting rights acquired/ sold
	b) VRs acquired/sold otherwise than by shares
	c) Warrants/convertible securities/any other
	instrument that entitles the acquirer to
	receive shares carrying voting rights in the
	TC (specify holding in each category)
	acquired/sold
	d) Shares in nature of encumbrance
	(pledge/lien/non-disposal
	undertaking/others)
	e) Total (a+b+c+d)	30,23,000	0.20%	0.20%
	After the acquisition/release(under pledge)
	under consideration holding of acquirer along
	with PACs of:
	a) Shares carrying voting rights
	b) VRs otherwise than by shares
c)	Warrants/convertible securities/any other	21,69,65,139	14.34%	14.34%
	instrument that entitles the acquirer to receive shares carrying voting rights in the
	TC (specify holding in each category) after
	acquisition.
	d) Shares in nature of encumbrance
	(pledge/lien/non-disposal
	undertaking/others)
e)	Total (a+b+c+d)	21,69,65,139	14.34%	14.34%
	6. Mode of acquisition/Release (e.g.open market /	21,69,65,139
	public issue / rights issue / preferential allotment /	Equity Shares
	inter-se transfer etc.)	constituting 0.20%
		of paid up capital were Invoked on
		the Instructions of
		Debenture the
		Holder which were
		pledged in favour
		of IDBI Trusteeship
		Limited Services
	(Debenture
		Trustee) as a
		for the security of
		benefit
		Debenture Holder.

7. Salient features of the securities acquired including time till redemption, ratio at which it can be converted into equity shares, etc. 8. Date of acquisition /sale of shares / VR or date of receipt of intimation of allotment of shares (under pledge), whichever is applicable*	21,69,65,139 Shares Equity constituting 0.20% of paid up capital were Invoked on the Instructions of Debenture the Holder which were pledged in favour of IDBI Trusteeship Services Limited (Debenture Trustee) as a the security for benefit of Debenture Holder 08-01-2020
9. Equity share capital / total voting capital of the TC before the said acquisition/ sale	1,51,30,28,244 Equity shares of face value of as disclosed in the shareholding pattern for period ended Sep 27, 2019 disclosed on the website of BSE Limited.
10. Equity share capital/ total voting capital of the TC after the said acquisition/ sale	1,51,30,28,244 equity shares of face value of as disclosed in the shareholding pattern for period ended Sep 27, 2019 disclosed on the website of BSE Limited.

11. Total diluted share/voting capital of the TC after the said acquisition/sale.	1,51,30,28,244 equity shares of face value of as disclosed in the shareholding $\sim 10$ pattern for period ended Sep 27, 2019 disclosed the on website BSE of Limited.
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$\frac{1}{2}$ , and $\frac{1}{2}$

30A (a)

ÿ

Signature of the acquirer: IDBI Trusteeship Services Ltd

'Agoliu Authorized Signatory

Place: Mumbai

Date: January 8, 2020

Note:

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

(***) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.

(****) We are the Trustees and holding the shares by way of Share Pledge as Security and we do not have any intention of making investment in shares or acquisition of shares for trading. It is not the business or activity of ITSL to deal in any shares. ITSL does not operate and acquire any shares by purchasing or buying from the Securities Market. ITSL need to sell the Pledged shares only when the Borrower has committed default in Payment of interest or repayment of Principal and in no other case. The sole purpose of the sale is to recover the defaulted dues of the Lenders and not for making any gain.