PSP Projects Limited — Capital/Financing Update 2024

Nov 19, 2024

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Ref No: PSPPROJECT/71/24-25

Corporate Relations Department BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai- 400 001 Scrip code: 540544

November 19, 2024

Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Scrip Symbol: PSPPROJECT

Dear Sir/Madam,

Subject: Intimation under Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time (“SEBI LODR Regulations”) by PSP Projects Limited (“Company”).

Pursuant to Regulation 30 of the SEBI LODR Regulations, we wish to inform you that a meeting of the Board of Directors (“ Board ”) of the Company was held today, November 19, 2024 and concluded at 05:35 P.M. The Board has:

• (i) noted and taken on record the proposed execution of share purchase agreement (“ SPA ”) between Mr. Prahaladbhai S. Patel (“ Seller ”), one of the promoters of the Company and Adani Infra (India) Limited (“ Acquirer ”) whereby the Acquirer shall be acquiring up to 30.07% equity share capital of the Company from the Seller, in accordance with the terms therein; and

• (ii) approved the proposed execution of a shareholders agreement (“ SHA ”) between the Acquirer, the Company and the current promoters and promoter group of the Company consisting of Prahaladbhai S. Patel, Pooja Patel, Sagar Prahaladbhai Patel, Shilpaben Prahaladbhai Patel, PSP Family Trust, PPP Family Trust and SSP Family Trust (“ Existing Promoter Group ”), to govern inter-se the rights and obligations of Acquirer and the Existing Promoter Group with regard to the Company; (collectively, referred to as the “ Transaction ”).

Accordingly, we would like to inform you that on November 19, 2024:

• (i) the Seller and Acquirer have entered into the SPA;

• (ii) the Acquirer, Existing Promoter Group and the Company have entered into the SHA.

As result of the Transaction, the Acquirer will be required to make an open offer (“ Open Offer ”) in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.

The disclosure of the events specified under Part A of Schedule III of the SEBI LODR Regulations is attached as Annexure as specified under SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

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This is for your information and record.

Yours faithfully,

For PSP Projects Limited

PATEL Digitally signed by PATEL KENAN KENAN SURESHBHAI SURESHBHAI Date: 2024.11.19 17:56:26 +05'30'

Kenan Patel Company Secretary and Compliance Officer

Encl: As Above

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Annexure

Share Purchase Agreement pursuant to clause 5A of para A of part A of Schedule III of the SEBI LODR Regulations

Sr. No.	Particulars
1.	If the listed entity is a party to the agreement, i. Details of the counterparties (including name and relationship with the listed entity)	PSP Projects Limited ("Company") is not a party to the agreement.
2.	If the listed entity is not a party to the agreement, i. Name of the party entering into such an agreement and the relationship with the listed entity. ii. Details of the counterparties to the agreement (including name and relationship with the listed entity). iii. Date of enteringinto the agreement	Mr. Prahaladbhai S. Patel. (“Seller”) is one of the promoters of the Company. Adani Infra (India) Limited (“Acquirer”) is not a related party to the Company, as on the date of share purchase agreement. November 19, 2024
3.	Purpose of entering into the agreement	The Seller entered into a share purchase agreement dated November 19, 2024 (“SPA”) with the Acquirer to record the terms and conditions on which the Seller has agreed to sell, and the Acquirer has agreed to acquire up to 1,19,19,353 equity shares of the Company representing up to 30.07% of the paid-up equity share capital of the Company (“Sale Shares”) held by the Seller, in accordance with the terms of the SPA, (“Transaction”).
4.	Shareholding, if any, in the entity with whom the agreement is executed.	The Seller does not hold any shares in the Acquirer.
5.	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.	The sale of up to all of Sale Shares under the SPA is for an aggregate consideration of up to INR 685,36,27,975 (Indian Rupees Six Hundred Eighty Five Crores Thirty Six Lakhs Twenty Seven Thousand Nine Hundred Seventy Five), subject to terms and conditions set out in the SPA.

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Pursuant to execution of the SPA, the
Acquirer will be required to make an open
offer in accordance with SEBI (SAST)
Regulations.
The consummation of the Proposed
Transaction is subject to satisfaction of
conditions precedents (including, but not
limited to, receipt of the relevant statutory
approvals).
6. Extent and nature of impact on Pursuant to the completion of the
management or control of the listed entity. Transaction and the Open Offer, the
Acquirer will acquire joint control over the
Company along with the Existing Promoter
Group and will be classified as one of the
promoters of the Company, in accordance
with applicable law.
7. Details and quantification of the restriction None
or liability imposed upon the listed
company.
8. Whether, the said parties are related to Save and except the Seller, none of the
promoter/ promoter group/ group parties to the SPA form part of the
companies in any manner. If yes, nature of promoter/ promoter group/ group
relationship. companies of the Company.
9. Whether the transaction would fall within No, the Transaction is not a related party
related party transaction? If yes, whether transaction.
the same is done at “arms length”.
10. In case of issuance of shares to the parties, Not applicable
details of issue price, class of shares issued
11. Any other disclosure related to such Upon completion of the Transaction, the
agreements, viz., details of nominee on the board of the Company shall be re-
board of directors of the listed entity, constituted to include the directors
nominated by the Acquirer.
potential conflict of interest arising out of
such agreement, etc.
12. In case of rescission, amendment or Not applicable
alteration, listed entity shall disclose
additional details to the stock exchange(s):
i. Name of parties to the
agreement;
ii. Nature of agreement;
iii. Date of execution of the
agreement;
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iv. Details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier); v. Reasons for rescission and impact thereof (including impact on management or control and on the restriction or liability quantified earlier).

Shareholders Agreement pursuant to clause 5 of para A of part A of Schedule III of SEBI LODR Regulations

	LODR Regulations
Sr. No.	Particulars
1.	Name of the parties with whom the agreement is entered	The SHA has been entered into between the Company, the Existing Promoter Group and the Acquirer.
2.	Purpose of entering into the agreement	The SHA has been executed to record the terms and conditions governing the management of the Company and the inter se rights and obligations of the Acquirer and the Existing Promoter Group in relation to the Company, in accordance with the terms thereof.
3.	Shareholding, if any, in the entity with whom the agreement is executed	The Company does not hold any shareholding in the Acquirer or the Existing Promoter Group. The Existing Promoter Group hold 2,38,38,707 (two crores thirty eight lakhs thirty eight thousand seven hundred and seven) equity shares of the Company, aggregating to 60.14% of the paid up equity share capital of the Company. The Acquirer does not hold anyequityshare of the Company.
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.;	The significant terms of the SHA include: (i) So long as the Existing Promoter Group and the Acquirer (and their respective Affiliates (as defined in SHA) hold at least 20% (twenty percent)each of the equityshare

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capital of the Company (on a fully
diluted basis), the Existing
Promoter Group and the Acquirer
each shall have a right to nominate
2 (two) non-independent directors
on the board of directors of the
Company, and at a shareholding
threshold between 10% and 20%,
the Existing Promoter Group and
the Acquirer shall have the right to
nominate 1 (one) non-independent
director each.
(ii) Affirmative vote of the Existing
Promoter Group and the Acquirer
(or their relevant directors /
nominees, as the case may be) shall
be required on certain identified
reserved matters.
(iii) Pursuant to consummation of the
Transaction and completion of the
Open Offer, the Acquirer shall
acquire joint control over the
Company along with the Existing
Promoter Group and be classified
as one of the promoters of the
Company in accordance with
applicable law. Upon
consummation of the Transaction,
the rights of the Acquirer under the
SHA shall become effective in their
entirety.
(iv) The Existing Promoter Group and
the Acquirer shall not be permitted
to dispose of any securities of the
Company for a period of 5 (five)
years from the date of
consummation of the Transaction.
Any transfer of securities post such
period shall be subject to right of
first refusal and tag-along right in
favor of the other party.
5. Whether, the said parties are related to The Acquirer is not related to the promoter
promoter/promoter group/ group companies / promoter group/ group companies. The
in any manner. If yes, nature of relationship; Existing Promoter Group are a part of the
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			promoter / promoter group of the Company.
	6.	Whether the transaction would fall within related party transaction? if yes, whether the same is done at “arm’s length”	No, the Transaction is not a related party transaction.
	7.	In case of issuance of shares to the parties, details of issue price, class of shares issued	Not applicable
	8.	Any other disclosure related to such agreements, viz., details of the nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements,etc.	Please refer to the response in paragraph 4 hereinabove.
	9.	In case of termination or amendment of agreement, listed entity shall disclose additional details to stock exchange(s): (a) name of the parties to the agreement; (b) nature of the agreement; (c) date of execution of the agreement; (d) details of amendment and impact thereof or reason of termination and impact thereof.	Not applicable

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