Composite Scheme of Arrangement

ANANT RAJ LIMITED ARL/CS/13585 July 21, 2026 Listing Department The Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Bandra Dalal Street, (East), Mumbai -400051 Mumbai - 400001 SCRIP Code: 515055 NSE Symbol: ANANTRAJ Sub: Outcome of the Board Meeting ofA nant Raj Limited (''Amalgamated Company" I "Demerged Company" I "the Company"), held on July 21, 2026. Ref: Disclosure under Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 ("Listing Regulations") read with Sub-Para 1.2 and Sub-Para 1.3 of Para (A) (1) of Annexure 18 of Circular bearing number HO/49/14/14(7)2025-CFD-POD2/l/3762/2026 dated January 30, 2026 issued by SEBI ("SEBI Master Circular"). Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, this is to inform you that the Board of Directors of the Company, at its meeting held today, i.e. July 21, 2026, has considered the recommendation oflndependent Directors and Audit Committee and approved the Composite Scheme of Arrangement amongst Anant Raj Limited ("Amalgamated Company"/ "Demerged Company"), Anant Raj Cloud Private Limited ("Amalgamating Company") and Ashok Cloud Private Limited ("Resultant Company") and their respective shareholders and creditors ("Composite Scheme"/ "Composite Scheme of Arrangement"), under the provisions of section 230 - 232 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder. The Composite Scheme of Arrangement, inter alia, provides for: (i) Merger of Anant Raj Cloud Private Limited ("ARCPL" or "Amalgamating Company") into Anant Raj Limited ("ARL" or "Amalgamated Company"); (ii) Demerger of the Demerged Undertaking (as defined in the Composite Scheme) from ARL - post the amalgamation of ARCPL into ARL in accordance with the Composite Scheme ("Demerged Company"), and the transfer and vesting of the same to Ashok Cloud Private Limited ("ACPL" or "Resultant Company"). wherein both ARCPL and ACPL are the wholly owned subsidiaries of Anant Raj Limited. ANANT RAJ LIMITED (CIN: L45400HR1985PLC021622) IHlead Office: H-65, Connaught Circus, New Delhi - 110 001 Regd. Office: CP-1, Sector-8, IMT Manesar, Haryana-122051 Website: www.anantrajlimited.com Email: info@anantrajlimited.com Contact:: Oll-43034400, 43559100 The above-mentioned Composite Scheme shall be subject to the approval of the shareholders and creditors of all the three respective companies, approval from BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE"), Securities and Exchange Board of India ("SEBI"), National Company Law Tribunal (''NCLT"), and such other approvals, permissions and sanctions of regulatory and any other authorities as may be necessary. The detailed disclosures as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular are enclosed herewith and marked as Annexure A and Annexure B. The Board Meeting commenced at 4:30 P.M. and concluded at 6:15 P.M. Request you to take the above infonnation on record. Yours faithfully, For & on behalf of Anant Raj Limited Neeraj Kumar Company Secretary Membership No.: A55302 Encl: As above ANNEXUREA AS PER PART II OF THE COMPOSITE SCHEME I.E., MERGER OF ARCPL INTO ARL Sr. Details of event that Information of such event No. needs to be provided a. Name of the entity (ies) Following Companies are forming a part of the Composite forming a part of the Scheme: Scheme, details in brief 1. Anant Raj Limited ("Amalgamated Company" or "Demerged such as, size, turnover, Company" / "ARL") etc. 2. Anant Raj Cloud Private Limited ("Amalgamating Company"/ "ARCPL") 3. Ashok Cloud Private Limited ("Resultant Company"/ "ACPL") Details of Paid-up Share Capital, Turnover and Net worth of the abovementioned companies are as follows: (Amount in Crores) r Nameof Latest Paid,.. Turnover As Net Worth ' the up Share on 31st As on 31st • Compa•ny Cap.ital (As March, Ma,rch, 2026 on Date) 2026 ARL 71.98 1,491.52 4,471.64 ARCPL 2.50 136.20 49.45 ACPL 74.91 0.00 0.04 b. Whether the Yes, ARCPL and ACPL are the Wholly Owned Subsidiaries of transaction would fall ARL. Hence, the transaction would fall within "Related Party within related party Transactions". However, Ministry of Corporate Affairs has transactions? and if clarified vide its General Circular No. 30/2014 dated July 17, 2014 yes, whether the same is that transactions arising out of compromise, arrangements and done at "arm's amalgamations dealt under specific provisions of the Companies length"? Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. c. Area of Business of the ARL (Amalgamated/Demerged Company) Entities ARL is inter alia engaged in the business of undertaking real estate and infrastructure development projects, with primary focus on residential townships, commercial complexes, and hospitality projects, including luxury housing, commercial leasing and Data Center and Cloud Services directly and through its subsidiaries. AR.CPL (Amalgamating Company) ARCPL is inter alia engaged in the business of data center development and cloud services, including operating advanced data centers and providing colocation, managed hosting, disaster recovery and software publishing / consulting. ACPL (Resultant Company) ACPL is inter alia engaged in the business of providing data centre and Co-Location services, sovereign public cloud services and AI ready Cloud Infrastructure, DC & DR services, including cloud migration, data backup solutions and other allied activities. d. Rationale for Rationale for the Composite Transaction: Composite Transaction 1. The Anant Raj Limited presently operates two distinct business verticals, namely: (i) a real estate business; and (ii) a data centre and cloud services business ("Data Centre Business"). The Data Centre Business is presently conducted through ARL and ARCPL, with various assets, employees, investments and business operations pertaining to the Data Centre Business being housed across both entities. 2. The Data Centre Business has evolved significantly over the years and is well poised to chart its own growth path and operate as a separate listed entity focused on the rapidly growing Data Centre Business whilst continuing to leverage ARL's institutional strengths, strong brand equity and goodwill. Therefore, the Scheme is being proposed with the objective of consolidating the entire Data Centre Business within a single dedicated corporate entity and facilitating the creation of two dedicated listed companies focused on separate business verticals. 3. Accordingly, the Scheme provides for: (i) the amalgamation ofA RCPL with and into ARL; and thereafter (ii) the demerger of the Data Centre Business from ARL into Ashok Cloud, resulting in the consolidation of the Data Centre Business in Ashok Cloud and the segregation of the same fromARL's real estate business. 4. The Scheme is expected to result in, inter-alia, the following benefits and advantages for the Parties and their respective stakeholders: (i) the segregation of the Data Centre Business into a separately listed company would facilitate independent market recognition and valuation of the Data Centre Business, having regard to its distinct operating profile, growth trajectory, risk-return characteristics and funding requirements; • (ii) the existing shareholders of ARL shall receive shares in Ashok Cloud (ACPL) pursuant to the demerger, thereby enabling them to directly participate in the future growth and value creation potential of the Data Centre business through a dedicated and focused listed entity, while benefiting from independent market-driven valuation and recognition of the Data Centre Business following the listing ofA shok Cloud pursuant to the Scheme; (iii) consolidation of the Data Centre Business, resulting in [Showing first 8,000 characters — download PDF for full document]