IRB Infrastructure Developers Limited — Capital/Financing Update 2021

Nov 30, 2021

Date – November 30, 2021

Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001 ScripCode: 532947	Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra (E) Mumbai Symbol: IRB

Sub: Execution of Share Subscription Agreement - Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”).

Dear Sir / Madam,

In furtherance of our letter dated October 26, 2021 and in accordance with Regulation 30 read with Schedule III of the SEBI Listing Regulations, we hereby inform you that the Company has executed Share Subscription Agreement by and among the Company, Bricklayers Investment Pte. Ltd. (“ GIC ”), Mr. Virendra D. Mhaiskar, IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited) and certain other members of the Promoter and Promoter Group of the Company ( “GIC Share Subscription Agreement” ).

The details of the GIC preferential issue & GIC Share Subscription Agreement required to be disclosed pursuant to the SEBI Listing Regulations read with the circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 issued by the Securities and Exchange Board of India (“ SEBI Circular ”) are annexed herewith as Annexure I & II, respectively.

Pursuant to Regulation 30(8) of the SEBI Listing Regulations, this letter is being hosted on the Company’s website.

We request you to kindly take this letter on record and disseminate on your website.

For IRB Infrastructure Developers Limited

Digitally signed by Mehulkumar Natwarlal Patel DN: c=IN, o=Personal, Mehulkumar 2.5.4.20=94a78f064dab4ff39b7861edcf64efc2459100e5464ea6f9ea45f7ffdd0e48dc, postalCode=400607, st=Maharashtra, serialNumber=4a1816113b59302c922bb55f82b Natwarlal Patel 11efd9325486d58d16564a6d1458dd0a6a0fe, cn=Mehulkumar Natwarlal Patel Date: 2021.11.30 07:30:17 +05'30'

Mehul Patel Company Secretary

Annexure I

Details of the GIC Preferential Issue

S. No.	Particulars		Details	Details	Details	Details	Details	Details	Details
1.	Type of securities proposed to be issued		Equity Shares of face value INR 10 (Indian Rupees Ten) each.
2.	Type of issuance		Preferential issue under Chapter V of the SEBI ICDR Regulations.
3.	Total number of securities proposed to be issued or the total amount for which the securities will be issued		Not less than 6,52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares, at a price of INR 211.79 per Equity Share and aggregating up to a maximum amount of INR 2166,41,65,990.52 (Indian Rupees two thousand one hundred and sixty six crores forty one lakhs sixty five thousand nine hundred ninety and Paise fifty two).
4.	Details to be furnished in case of a preferential issue:
	(A) Name(s) of investor(s)		Bricklayers Investment Pte. Ltd. Number of investor(s): 1 (one).
	(B) Post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investor(s)		Outcome of the allotment:
			Name of allottee	Pre preferential allotment		Post preferential allotment*		Post preferential allotment**
				No. of Equi ty Shar es	% of Equit y Shar e capit al	No. of Equity Shares	% of Equit y Share s capita l	No. of Equit y Share s	% of Equity Shares capital
			Bricklayers Investment Pte. Ltd.	Nil	Nil	10,22,9 0,788	16.9%	6,52,1 1,495	15.7%

Annexure II

Details of the Share Subscription Agreement

S. No.	Particulars	Details
1.	Name(s) of parties with whom the agreements are entered	The following persons are parties to the GIC Share Subscription Agreement: (i) The Company (ii) Bricklayers Investment Pte. Ltd. (“GIC”) (iii) Mr. Virendra D. Mhaiskar (iv) IRB Holding Private Limited (formerly known as Mhaiskar Ventures Private Limited). (v) Mrs. Deepali Mhaiskar (vi) Virendra D. Mhaiskar HUF
2.	Purpose of entering into the agreements	The GIC Share Subscription Agreement_inter alia_records the terms and conditions on the basis of which GIC has agreed to subscribe to the Equity Shares of the Company. The total subscription amount aggregates to a maximum of INR 2166,41,65,990.52 (Indian Rupees two thousand one hundred and sixty six crores forty one lakhs sixty five thousand nine hundred ninety and Paise fifty two).
3.	Shareholding, if any, in the entity with whom agreement is beingexecuted	Nil.
4.	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.	(a) In terms of the GIC Share Subscription Agreement, the Company is required to issue and allot not less than 6,52,11,495 (six crore fifty two lakh eleven thousand four hundred and ninety five) Equity Shares but only up to 10,22,90,788 (ten crore twenty two lakh ninety thousand seven hundred and eighty eight) Equity Shares, at a price of INR 211.79 (Indian Rupees two hundred eleven and Paise seventy nine) per Equity Share. (b) The completion of the proposed preferential allotment by GIC is subject to (inter alia): (i) completion of the conditions precedent incorporated in GIC Share Subscription Agreement; (ii) receipt of all necessary regulatory and third-party approvals; (iii) non-occurrence of a material adverse effect. (c) Upon completion of the proposed preferential allotment, GIC shall have the right to nominate a non-voting observer to the Board and committees of the Board. (d) GIC will have a standard pre-emptive right, i.e. right to subscribe to shares in case of further issuance of shares to maintain its shareholding in the Company.
5.	Whether,the saidparties are	No.

		related to	the promoter/
		promoter	group/ group
		companies in any manner. If
		yes,nature of relationship
	6.	Whether the transaction would		No.
		fall within	related party
		transactions?	If yes, whether
		the same is	done at “arm’s
		length”
	7.	In case of issuance of shares to		Issue price:INR 211.79 (Indian Rupees two hundred eleven
		the parties,	details of issue	and Paise seventy nine) per Equity Share.
		price, class of	shares issued
				Total subscription amount:Aggregated up to a maximum of
				INR 2166,41,65,990.52 (Indian Rupees two thousand one
				hundred and sixty six crores forty one lakhs sixty five
				thousand nine hundred ninetyand Paise fiftytwo).
	8.	Any other disclosures related to		Nil.
		such agreements, viz., details of
		nominee on	the board of
		directors of	the listed entity,
		potential conflict of interest
		arising out of	such agreements,
		etc.