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Sadbhav Infrastructure Project Limited — Capital/Financing Update 2021
Aug 16, 2021
62189_rns_2021-08-16_4897569a-2324-470d-9196-9b7f9810322e.pdf
Capital/Financing Update
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Ref: SIPL/2021-22/037

Date: 16/08/2021
To The Manager (Listing) Corporate Relationship Dept. BSE Limited P JTower, Dalal Street, Mumbai - 400 001
Company Code: 539346 (BSE)
The Manager (Listing) National Stock Exchange of India Limited "Exchange Plaza", Plot No C/1, G Block BandraKurla Complex, Bandra (E) Mumbai - 400 051
NSE Symbol: SADBHIN (NSE)
Dear Sir/ Madam,
Sub: Outcome of the Meeting of the Board of Directors of the Company held on 16th August, 2021 and execution of Share Purchase Agreement and other transaction documents with Adani Road Transport Limited towards sale of equity shares of Maharashtra Border Check Post Network Limited.
Pursuant to the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read together with the circulars and notifications issued thereunder ("Listing Regulations"), we hereby write to inform you that the Board of Directors of the Company at its meeting held today i.e. 16th August, 2021, has approved, inter alia, the following matters:
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- The proposed sale of its equity share capital in Maharashtra Border Check Post Network Limited (SPV) (including that held by nominees), out of which 49% shares will be sold initially to Adani Road Transport Limited ("AR TL" or the "Buyer"), along with an option for the Buyer to acquire the remaining stake, in one or more tranches, subject to inter alia the satisfaction of the relevant conditions precedent and receipt of requisite regulatory approvals/consents (the "Proposed Transaction"); and
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- The execution of Share Purchase Agreement and other transaction documents, in connection with the Proposed Transaction.
Pursuant to the above, the Share Purchase Agreement has been executed today with Adani Road Transport Limited.
We hereby submit the details (in Annexure-A) as per Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 under the provisions of Regulation 30 of Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 for "Continuous Disclosure Requirements for Listed Entities".
Company Secretary Encl: As above

Sadbhav Infrastructure Project Limited
Regd Office: "Sadbhav House", Opp. Law Garden Police Chowki, Ellisbridge, Ahmedabad - 380006 T: +91 79 26463384 F: +91 79 26400210 E : [email protected] Web: www.sadbhavinfra.co.in CIN: L45202GJ2007PLC049808

Annexure-A
| a | of theNameCompaniesforwhichdefinitive agreement has been entered into | Maharashtra Border Check Post Network1.Limited |
|---|---|---|
| b | of thepercentageTheamountandturnover or revenue or income and networth contributed by such unit or divisionof the listed entity during the last financialyear; | (F.Y.2020-21)TotalrevenueRs.1.-1923.19 Million.15% to the total turnover of the Company.2.TotalWorth(F.Y.2020-21)-3.NetRs.2979.3 Million159.32% to the total net worth of the4.Company. |
| C | Date on which the agreement for sale hasbeen entered into | 16111 August, 2021 |
| d | The expected date of completion of Thesale/disposal | ofProposedconsummationtheTransaction will remain subject to the receiptof requisite regulatory approvals, satisfactionof the relevant conditions precedent and otherconsiderations, including those set out in thedefinitive agreements, and is expected to closein Q3 FY 22. |
| e | Considerationreceivedfromsuchsale/disposal | The consideration for sale would be at anEnterprise value of Rs. 1,680 Crores. |
| f | Percentage of shareholding sale/disposal | Proposed sale of its equity shares ofMBCPNL(including that held by its nominees) out ofwhich 49% shares will be sold initially toARTL with an option for ARTL to acquireremainingstakeinMBCPNL subject toregulatory approvals. |
| g | Brief details of buyers and whether any ofthebuyersbelongtothepromoter/promoter group/group companies. If yes,details thereof | AdaniRoadTransportLimited(ARTL)having its registered office at Adani CorporateHouse, Shanti gram, Near Vaishno Devi Circle,s.G.Highway,Khodiyar,Ahmedabad,Gujarat - 382421, India.ARTL does not form part of promoter group orgroup company of the Company. |
| h | Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arms length | No, the Proposed Transaction would not fallwithin the ambit of a related party transaction. |
| 1 | Additionally, in case of a slump sale,indicativedisclosuresprovidedforamalgamation/merger, shall be disclosedby the listed entity with respect to suchslump sale. | Not Applicable |

Sadbhav Infrastructure Project Limited
Regd Office: "Sadbhav House", Opp. Law Garden Police Chowki, Ellisbridge, Ahmedabad - 380006 T: +91 79 26463384 F : +91 79 26400210 E : [email protected] Web: www.sadbhavinfra.co.in CIN: L45202GJ2007PLC049808