Gayatri Projects Ltd

Issue overview

• Type: Preferential issue of equity shares.
• Issue size revised downward due to undersubscription; net proceeds adjusted.
• Main objectives: repayment of OTS, working capital, general corporate purposes.

Utilisation of proceeds

• Utilisation as disclosed; no material deviation.
• Repayment of OTS to lenders fully utilised.
• General Corporate Purpose fully utilised; within cap.
• Working capital fully utilised.
• No unutilised funds remaining; monitoring account NIL.

GCP details

• GCP utilised for interest payments, corporate guarantee settlement, and related-party repayments.
• Board approval for GCP allocations obtained.

Governance and approvals

• Deviation from objects: none; means of finance unchanged.
• No material governance events or adverse information disclosed.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved; Audit Committee reviewed.

Capital actions

• Preferential allotment of 27,71,00,315 equity shares at Rs 10, raising Rs 27,710.03 Lakhs.

Debt settlement and asset sale

• PNB one-time settlement requires Rs 135.06 crore within three months; sale of mortgaged assets planned.

Associate provisions

• Provision for subordinate debt to Gayatri Highways Limited; no provision for NCPS/unsecured loan receivable.

Credit risk and recoveries

• Provision for expected credit loss on subcontractor receivables: Rs 4,769.57 Lakhs as of 30 Jun 2026.

Auditors' emphasis and group disclosures

• Independent auditors' reviews note Emphasis of Matter; conclusions not modified; 17 JVs; 5 not consolidated.

Financial results approved

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved; Audit Committee reviewed.
• Unaudited consolidated quarterly results for quarter ended 30 June 2026 approved; Audit Committee reviewed.

Capital actions

• Preferential allotment of 27,71,00,315 equity shares at Rs 10 totaling Rs 27,710.03 Lakhs.

Auditor remarks

• Auditors' review notes Emphasis of Matters on SARFAESI, subordinate debt, and contractor receivables; no modified opinion.

Other disclosures

• SARFAESI settlement with Punjab National Bank; management to sell mortgaged assets; OTS payments to lenders.
• GHL associate: subordinate debt provided; NCPS/unsecured loan receivables not provided; recoveries anticipated.
• Operations mainly construction; no reportable segments; JV results partly included; some items not consolidated yet.

Acquisition details

• Target: Gayatri Projects Limited; listed on BSE and NSE.
• Acquirer: Zeal Global Opportunities Fund; no PACs; not promoter group.
• Mode and date: Preferential Allotment; 23 April 2026.
• Pre-acquisition holding: 0 shares, 0%.
• Acquired: 1,50,00,000 voting rights; 5.06% of pre-capital.
• Post-acquisition: 1,50,00,000 voting rights; 5.06% of pre-capital.
• Capital increase: total shares 46,42,99,000; stake reduces to 3.23%.
• Before: Rs 37,43,97,370 capital; 18,71,91,685 shares.
• After: Rs 59,23,97,370 capital; 29,61,98,685 shares.

Demat/remat compliance

• Compliance certificate confirms Regulation 74(5) compliance.
• Details of dematerialisation/rematerialisation were furnished to all stock exchanges.

Board changes after CIRP withdrawal

• CIRP withdrawn with NCLT order received 12 Sep 2025; board reconstituted 13 Sep 2025.
• T. Sandeep Kumar Reddy appointed Chairman and MD.
• T. Sarita Reddy appointed Executive Director.
• Independent Directors appointed: P.V. Narayana Rao, C.V. Rayudu, Srinivas Iduri.
• N. Seshagiri Rao appointed Chief Financial Officer.
• Resignations: Indira Reddy (Chairperson) and Brij Mohan Reddy (Executive Vice-Chairman).
• Resignations intimated to the Exchange within seven days.
• Delay in submission due to CIRP period; omission deemed unintentional.
• Letters of resignation dated 13 Sep 2025 enclosed.