Prestige Estates Projects Limited — Capital/Financing Update 2020

Nov 9, 2020

Date: 09.11.2020 To,

The General Manager	The Manager
Dept. of Corporate Services	Dept of Corporate Services
National Stock Exchange of India Limited	BSE Limited
Bandra Kurla Complex	Floor 25, P J Towers
Bandra (E)	Dalal Street
Mumbai-400051	Mumbai - 400 001
NSE Scrip code: PRESTIGE	BSE Scrip code: 533274

Dear Sir / Madam,

Ref : Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We refer to our disclosure dated October 17, 2020, made in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherein we had informed you that Prestige Estates Projects Limited ("Company") has signed a non-binding letter of intent ("Letter") with certain entities, acting on behalf of funds controlled, managed and/or advised by The Blackstone Group Inc. (collectively, "Blackstone"), which is a global private equity investor, for the sale of certain of the Company's direct and indirect interest in certain commercial offices, retail and hotel properties, mall management and identified maintenance business in such manner as is detailed hereunder (such transactions being "Proposed Transactions"). Pursuant to the terms of the Letter, the Company had provided to Blackstone, exclusivity in relation to the transactions contemplated in the Letter.

Further to our disclosure made on October 17, 2020, this is to inform you that on November 09, 2020, the Company has executed a term sheet ("Term Sheet") with BREP Asia II Indian Holding Co IX (NQ) Pte. Ltd; BREP Asia II Indian Holding Co VII (NQ) Pte. Ltd; BREP Asia II Indian Holding Co III (NQ) Pte. Ltd (collectively "BREP Acquirers") for the Proposed Transactions.

The consummation of the Proposed Transactions contemplated in the Term Sheet is subject to completion of due diligence, negotiation and execution of asset specific definitive documents, satisfaction of the conditions precedent in such asset specific definitive documents and receipt of all necessary approvals including internal approvals of the BREP Acquirers.

The Proposed Transactions contemplated in the Term Sheet will be consummated through a combination of primary investments, secondary investments, business transfers, asset transfers, joint ventures, demergers, slump sales, or a combination thereof or through such

other modes, in each case, as mutually agreed between the Parties under the relevant asset specific definitive documents. The details as required under regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been set out in Annexure A.

This is for your information and records.

Thanking you.

Yours faithfully,

For, Prestige Estates Projects Limited.

Irfan Raza k Chairman and Managing Direc DIN: 00209022

ANNEXURE A

1. Name and business of the entity(ies) forming part of the sale.

(a) Completed Office Assets:

(i) Up to 100% of the rights and interest held by the Company and / or its affiliates in the below mentioned completed office assets are proposed to be divested / transferred (including the management and maintenance business associated therewith):

Name of the entity	Name of the asset	Details of the asset
PrestigeEstatesProjects Limited	Fin-Tech	Commercialproject,officevizPrestige Fintech situated in non -SEZ area, GIFT City, Gandhinagar,Gujarat 382355
CessnaGardenDevelopersPrivateLimited ("Cessna")	Cessna Business Park	Commercial office SEZ project, vizCessna Business Park, situated atKadubeesanahalli Village, VarthurHobli, Bengaluru East Taluk
PrestigeExoraParksBusinessLimited ("Exora")	Exora Business Park	Office project, viz Exora BusinessPark, situated at Amani BellandurKhaneBangaloreEastVillage,Taluk, Bangalore
PrestigeEstatesProjects Limited	Trade Tower	projectCommercialviz.,officePrestige Trade Tower situated atMunicipal No. 46, Palace Road,High Grounds, Bengaluru
Prestige ConstructionVenturesPrivateLimited	Polygon	Commercialprojectviz.,officesituatedatPolygonPrestigeTeynampet,MylaporeDivision,Chennai, Tamil Nadu
ProductionsVijayaPrivateLimited("VPPL")*85% of interest isproposed to be divested.	CommercialVijayaproject	Office areas in the mall cum officecomplex at 183, NSK Salai, ArcotRoad, Vadapalani, Chennai, TamilNadu 600026

Note : BREP Acquirers to have a right of first offer over the Company's interest (representing 51%) in Prestige City Properties. Prestige City Properties owns the commercial asset 'Prestige Star Tech' which is situated at Municipal No.140, Koramangala, Industrial Area, Bengaluru.

(b) Retails Assets:

(i) 85-87% of the rights and interest held by the Company and / or its affiliates in the below mentioned retail assets are proposed to be divested / transferred (including 100% of the interest in the maintenance and management business of the assets):

Name of the entity	Name of the asset	Details of the asset
VenturesPrestigeRetailLimited ("PRVL")	Forum Koramangala	Retail mall situated at Municipal21, Koramangala, AdugodiNo.Village, Begur Hobli, BangaloreSouth Taluk, Bengaluru
PrestigeShantiniketanLeisures Private Limited	Forum Shantiniketan	Retail mall developed as part of thelargerintegrateddevelopmentknown as 'Prestige ShantiniketanandatHoodiSadaramangalaVillages, both in KrishnarajapuramTalukHobli,BangaloreEastSouth(previouslyBangaloreTaluk), Bengaluru
PrestigeGardenConstructionsPrivateLimited	Forum Neighborhood	atsituatedSurveyRetailmallWhitefieldVillage,No.62,K.R.Puram Hobli, Bangalore East TalukSouth(previouslyBangaloreTaluk), Bengaluru.
PrestigeEstatesProjectsLimited	UB City	integratedareastheRetailofdevelopment known as 'UB City',at, Municipal No. 24 situated atGrant Road, presently known asVittal Mallya Road, Bengaluru
VPPL	Forum Vijaya and SPIPowers LLP	(a) Retail areas in the mall cumoffice building situated at DoorNo. 183, NSK Salai, Arcot Road,Chennai,TamilVadapalani,Naduyes P_

Prestige Estates Projects Ltd., Prestige Falcon Towers, No 19 Brunton Road, Bangalore - 560 025 Phone : +91 80 25591080 Fax : +91 80 25591945 E-mail : properties@prestigeconstructions.comwww CIN : L07010KA1997PLCO22322

		(b) Partnership interest held byVijaya Productions PrivateLimited in SPI Powers LLP.
Prestige Hyderabad RetailVenturesPrivateLimited("PHRVPL")*Up to 87% of the interest isproposed to be divested.	Forum Sujana	atsurveymallsituatedRetailnumber 1009, Kukatpally Village,and Mandal,MedchalMalkajgiriDistrict,Telangana State
Prestige Mangalore RetailVentures Private Limited	Forum Fiza	Retail mall situated at TS NO. 210NO.AttabarVillage,335),(RSCantonmentonWard,locatedPandeshwar Road, Mangalore
PrestigeMysoreRetailVentures Private Limited	Forum Centre City	Retail mall situated at MunicipalNo. 5 (old No. 8), situated in AbbaRoad also known as Hyderali Road,Nazarabad Mohalla, Mysore
PrivateFlickerProjectsLimited	Forum Celebration	Retail mall situated in the layoutplanBhuwana(PhaseII),ofUdaipur,NationalHighway8,Rajasthan

(c) Under-Construction Office Assets:

(i) Up to 50% of the rights and interest in the below mentioned under-construction office assets are proposed to be acquired by BREP Acquirers in tranches, subject to applicable regulatory approvals and upon satisfaction of other conditions. The details of the underconstruction office assets are as follows:

	Name of the entity	Name of the asset	Details of the asset
PrestigeInfraprojectsLimited	SterlingPrivate	Prestige Beta Phase 1and Phase 2	Prestige Beta Phase 1Under-construction commercialproject being developed at AmaniBellanduru Khane Village, VarthurHobli, Bangalore East Taluk)
		kiskes P0,	Prestige Beta Phase 2Office building to be developed atAmmani Bellandur Khane Village,VarthurHobli,BengaluruEast

Prestige Estates Projects Ltd., Prestige Fa] Phone : +91 80 25591080 Fax : +91 80 2559 CIN : L07010KA1997PLCO22322 nton Road, Bangalore - 560 025. ies®prestigeconstructions.corn www.prestigeconstructions.com

		Taluk. Interest will be acquired bysubjectAcquirerstoBREPcompletion of land aggregation andplandevelopmentsanctionofwithin a period of 24 months
Dollars Hotel and ResortsPrivate Limited	Prestige Tech PacificPark	UndercommercialconstructionatbuildingconstructedbeingKadubeesanahalli Village, VarthurHobli, Bangalore East
DashanyaParkzTechPrivate Limited	Prestige Tech Park IV	UnderconstructioncommercialbeingconstructedatbuildingAmaniBellandur Khane Village, BangaloreEast Taluk, Bangalore
PrestigeEstatesProjectsLimited	Cyber Green- Phase1&2	commercialUnderconstructionSEZ project situated at Block 9 ofKakkanad Village, KanayannoorTaluk, Ernakulam District, Kerala

(d) Hotels Assets:

(i) Up to 85% (in relation to Oakwood Residences) and up to 100% (in relation to Aloft) of the rights and interest held by the Company and / or its affiliates in the below mentioned hotel assets are proposed to be divested / transferred:

Name of the entity	Name of the asset	Details of the asset
Cessna Garden DevelopersPrivate Limited	Aloft (Cessna)	Aloft Bengaluru Cessna BusinessPark situated at Cessna BusinessPark, Marathalli Sarjapur OuterRing Road, Bengaluru
GardenPrestigePrivateConstructionsLimited	Oakwood Residences	ApartmentsServicedviz.,OakwoodResidencePrestige,situated at Whitefield Village, K.R.PuramEastHobli,BangaloreTaluk(previouslyBangaloreSouth Taluk), Bengaluru

2. Other Disclosures

Sr.	Particular	Description
No.
1	amountandThethepercentageofturnover or revenueor income and networth contributed bysuch unit or divisionthelistedentityofduringthelastfinancial year and thesize of the unit.	• The Target Assets (i.e. the assets described in part 1 above)contribute to approximately 13%* of the turnover of theCompany, where the total consolidated turnover of theCompany is INR 82433 Million and the total consolidatednet worth of the Company is INR 53,602 Million as per thelatest audited balance sheet (as on March 31, 2020).* Note:•The turnover of VPPL is not included as it is a joint ventureand accordingly its turnover is not consolidated. Theincome attributable to the Company is INR 400 Million.•Please note that the turnover of Under Construction OfficeAssets is not available.
2	Date on which theagreement for sale hasbeen entered into.	The Term Sheet was executed on November 09, 2020.
3	Rationale for the sale.	The Company realizes the growth potential that exists in themarket. Hence, to maximize the value to the shareholders, itis important to unlock the value of the core assets andredeploy the capital in new projects for business expansionand tap the existing growth potential
4	The expected date ofcompletionofsale/ disposal.	sale/disposaldatecompletiontheTheofofofdependuponassets/shareswouldabovementionedcompletion of the conditions precedent under the TermSheet including (i) finalisation and execution of asset specificthe receipt of all necessarydefinitive documents; (ii)of the BREPincluding internalapprovalsapprovalsAcquirers; (iii) completion of due diligence, and (iv)completion of other condition precedents which willdetailed in the asset specific definitive documents.
5	Considerationreceivedfromsuchsale/ disposal.	The consideration will be based on the enterprise value ofapproximately INR 91,600,000,000 (Rupees Ninety OneBillion Six Hundred Million only) which may be adjusted as,contemplated under the Term Sheet and the asset specifictransaction documents.4140:),,_,

Prestige Estates Projects Ltd., Prestige Falcon Towers, No 19 Brunton Road, Bangalore - 560 025 Phone : +91 80 25591080 Fax : +91 80 25591945 E-mail : properties@prestigeconstructions.com www.preq CIN : L07010KA1997PLCO22322

Bangalor nstructio

Sr.No.	Particular	Description
6	Brief details of buyersand whether any ofthe buyers belong topromoter/thepromotergroup/ groupcompanies.yes,Ifdetails thereof.	The details of the buyers are as follows:(a) BREP Asia II Indian Holding Co IX (NQ) Pte. Ltd;(b) BREP Asia II Indian Holding Co VII (NQ) Pte. Ltd;(c) BREP Asia II Indian Holding Co III (NQ) Pte. LtdThe BREP Acquirers are affiliates of funds advised ormanaged by the affiliates of The Blackstone Group Inc.,which is a global alternative asset manager and privateequity investor.The buyers do not belong to the promoter / promoter groupand the Company or its affiliates do not hold any shares inthe buyers.
7	Whetherthetransaction would fallwithin related partytransactions? Ifyes,whether the same isatdone"armslength".	The Transaction does not fall within the ambit of relatedparty transactions.
9	/significantRightstermstheofAgreement *	BREP Acquirers will have controlling interest/ rights (whereBREP Acquirers hold more than 50%) or jointtheinterest/rights (where the BREP Acquirers hold up to 50%)in such Target Assets where the Company (or its Affiliates)are continuing shareholders along with the BREP Acquirers,including for relevant periods in assets proposing to bedemerged/ transferred.

* This information has been provided to the extent that certain part of the Proposed Transaction is being consummated in the form of a joint venture. *********

Prestige Estates Projects Ltd., Prestige Falcon Towers, No 19 Brunton Road, Bangalore - 560 025. Phone : +91 80 25591080 Fax : +91 80 25591945 E-mail : properties@prestigeconstructions.comwww.prestigeconstructions.com CIN : L07010KA1997PLCO22322