IRCON International Ltd — Board/Management Information 2024

May 21, 2024

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IRCON/SECY/STEX/124	Dated: 21st May, 2024
BSE Limited Listing Dept./ Dept. of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400001 बीएसई िलिमटड िल��ग िवभाग / कॉप�रट सवा िवभाग पी. ज. टावस, दलाल �ीट, मबई– 400001 Scrip code /ID:541956/ IRCON	National Stock Exchange of India Limited Listing Department Exchange Plaza, Plot no. C/I, G Block Bandra –Kurla Complex, Bandra (East) Mumbai – 400051 नशनल �ॉक ए�चज ऑफ इिडया िलिमटड िल��ग िवभाग ए�चज �ाजा, �ॉट न सी / आई, जी �ॉक, बा�ा-कला कॉ���, बा�ा (पव) मबई-400051 ScripCode:IRCON

• Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/ सेबी (सूिचब� दािय� एवं �कटीकरण अपे�ाए) िविनयम, 2015 के िविनयमन 30

• Sub: Outcome of Board Meeting held on 21[st] May, 2024/ 21 मई, 2024 को आयोिजत बोड� बैठक के प�रणाम

Dear Sir/ Madam, महोदय/ महोदया,

Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”], this is to inform that the Board of Directors at its meeting held today i.e., Tuesday, 21[st] May, 2024 has:

1. Shri Ashish Bansal designated as CEO and KMP of the Company:

• Pursuant to Section 203 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, designated Shri Ashish Bansal, CMD, IRCON (DIN: 10328174) as Chief Executive Officer (“CEO”) and KMP of the Company w.e.f. 29[th] April, 2024, vice Shri Brijesh Kumar Gupta (DIN: 10092756). The requisite details pursuant to the SEBI Circular dated 13[th] July, 2023, are enclosed as Annexure A.

2. Change in Company Secretary and KMP of the Company:

• Pursuant to Section 203 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, approved the appointment of Smt. Pratibha Aggarwal (having membership no. F8874) as Company Secretary and KMP of the Company w.e.f. 21[st] May, 2024 vice Smt. Pooja Gurwala. (The appointment has been made on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 20[th] May, 2024). The requisite details pursuant to the SEBI Circular dated 13[th] July, 2023, are enclosed as Annexure B .

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3. Additional Contribution of Capital in the form of Hybrid Security (Optionally Convertible Debentures)

Approved the investment of additional funds not exceeding Rs.88.92 Crore in the form of Optionally Convertible debentures in Ircon Renewable Power Limited (a subsidiary of IRCON), in single or multiple tranches. The requisite details pursuant to the SEBI Circular dated 13[th] July, 2023, are enclosed as Annexure C .

The Board Meeting commenced at 2:00 P.M. and ended at 5:15 P.M.

कृपया उपरो� जानकारी को �रकॉड� पर ल�।

ध�वाद, भवदीय,

ANKIT JAIN

2024.05.21 17:15:37 +05'30'

(अंिकत जैन)/ (Ankit Jain) अनुपालन अिधकारी/ Compliance Officer सद�ता �./ Membership No.: A35053

Annexure-A

SHRI ASHISH BANSAL DESIGNATED AS CEO AND KMP OF THE COMPANY:

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S. No. Details of event that needs Information of such event
to be provided
1. Reason for Change viz. Shri Ashish Bansal has been designated as CEO and
appointment, re- KMP the Company.
appointment, resignation,
removal, death or otherwise
2. Date of appointment/ re- 29 [th] April, 2024
appointment/ cessation (as
applicable) & term of
appointment/ re-
appointment
3. Brief Profile (in case of Shri Ashish Bansal, aged 54 years holds an
appointment) Engineering degree from Thapar Institute of
Engineering & Technology and Post Graduate
Diploma in Structural Engineering from Punjab
Engineering College Chandigarh. He belongs to
Indian Railway Services of Engineers (IRSE) of 1989
batch. He is presently working as PED/Tr. (M&MC),
Railway Board. He has over 34 years of enriched and
varied experience in Railways. Earlier he has worked
as Divisional Railway Manager at Dhanbad. He has
experience of Underground construction in DMRC.
4. Disclosure of relationships Shri Ashish Bansal is not related to any other Director
between directors of the Company.
(in case of appointment of
director)
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Annexure-B

CHANGE IN COMPANY SECRETARY AND KMP OF THE COMPANY

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S. No Details of event that Information of such event Information of such
needs to be provided event
1. Name and membership Smt. Pratibha Aggarwal Smt. Pooja Gurwala
of the Company (Membership No.: F8874)
Secretary
2. Reason for Change viz. Appointment as Company Cessation as Company
appointment, re- Secretary Secretary
appointment, resignation,
removal, death or
otherwise
3. Date of appointment/ re- 21 [st] May, 2024 21 [st] May, 2024
appointment/ cessation
(as applicable) & term of
appointment/ re-
appointment
4. Brief Profile (in case of Smt. Pratibha Agarwal is Not applicable
appointment) B.Com (Hons.) from Delhi
University and a fellow
member of the Institute of
Company Secretaries of
India. She is also a Law
graduate. She possesses
over 25 years of post-
qualification experience as a
Company Secretary. Before,
Joining IRCON, Smt. Pratibha
Agarwal has worked as a
Company Secretary of
Ramagundam Fertilizers and
Chemicals Limited. Prior to
this, she has worked as
Company Secretary and
Compliance Officer of Listed /
unlisted Companies of
diversified fields such as
FMCG, Real Estate,
Manufacturing and Trading
Companies etc.
5. Disclosure of Not applicable Not applicable
relationships between
directors
(in case of appointment
of director)
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ANNEXURE-C

ADDITIONAL CONTRIBUTION OF CAPITAL IN THE FORM OF HYBRID SECURITY (OPTIONALLY CONVERTIBLE DEBENTURES)

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S. No. Details of event that needs to be Information of such event
provided
1. Name of the target entity, details in Ircon Renewable Power Limited (“IRPL” or
brief such as size, turnover etc.; “investee company”).
The investee Company was incorporated as a
subsidiary of IRCON and Joint Venture Company
with Ayana Renewable Power Private Limited
(Ayana) having equity shareholding of IRCON
and Ayana in the ratio of 76:24.
IRPL has been incorporated to undertake the
object of “Setting up of 500 MW Grid Connected
Solar Power Plant under the Central Public
Sector Undertaking (CPSU) Scheme Phase-II
(Government Producer Scheme) as per the terms
& conditions of RFS No.: 23016/1/2020-
IREDA/Rfs/5000MW/012021 floated by Indian
Renewable Energy Development Authority.
As per Shareholder Agreement, IRPL, IRPL will
issue a hybrid Securities to IRCON in the form of
Optionally Convertible Debenture (OCDS). The
silent features of OCDs are as follows:
(i) The redemption of OCDs shall be done at par
value.
(ii) Rate of Interest will be 14% p.a. and interest
shall be payable only if IRPL has distributable
profits else interest will be accumulated.
(iii) Interest payable shall remain subordinate to
interest and principal payment of senior
loans.
(iv) The OCDs will be unsecured
(v) The promoters shall have a right but not
obligation to convert the Hybrid Securities
into equity shares any time after the receipt
of 2 [nd] tranches of VGF.
2. Whether the acquisition would fall The transaction falls under the purview of related
within related party transaction(s) party transactions as IRPL has also issued OCDs
and whether the promoter/ to its other promoter company i.e. Ayana.
promoter group/ group companies However, IRCON is exempted under SEBI LODR
have any interest in the entity being as the transaction is between the two government
acquired? If yes, nature of interest companies. Further, the promoter/ promoter
and details thereof and whether the group of IRCON have no interest in the investee
same is done at “arm’s length”; company.
3. Industry to which the entity being Renewable Power
acquired belongs;
4. Objects and impact of acquisition To meet the fund requirement for the project.
(including but not limited to,
disclosure of reasons for
acquisition of target entity, if its
business is outside the main line of
business of the listed entity);
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4.	Brief details of any governmental or regulatory approvals required for the acquisition;	No
5.	Indicative time period for completion of the acquisition;	The tenure of the OCDs shall be 20 years from the date of issuance (Fixed Terms) which may be extended (subject to applicable Laws).
6.	Consideration- whether cash consideration or share swap or any other form and details of the same;	Cash
7.	Cost of acquisition and/ or the price at which the shares are acquired;	Investment of additional funds not exceeding Rs.88.92 Crore consisting of 8,89,20,000 OCDs of Rs.10/- each, towards 24% of the total value of OCDs issued by IRPL.
8.	Percentage of shareholding/control acquired and/or number of shares acquired;	As on date, IRCON holds 76% and Ayana holds 24% of paid-up equity share capital of IRPL. On allotment of OCDs by IRPL, IRCON and Ayana will hold OCDs in the ratio of 24:76 respectively. Post issue of OCDs, the equity holding of IRCON will remain same i.e. 76% of paid-up equity share capital of IRPL. Post-conversion of OCDs into equity shares the shareholding of IRCON will be changed as per the conversion ratio.
9.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	The investee company was incorporated on 13th January, 2022 in India for setting-up of 500 MW Grid connected Solar Plant under the Central Public Sector Undertaking Scheme.