Gayatri Highways Completes Amendments to Securities Purchase Agreement, Extends Long Stop Date
Gayatri Highways Limited announced that its Securities Purchase Agreement (SPA) has been amended through an agreement executed on August 11, 2026. The amendments relate to a transaction involving the sale of the company's stake in HKR Roadways Limited.The original SPA detailed the sale of the entire stake held by Gayatri Highways Limited in HKR Roadways Limited. This transaction involved Cube Highways and Infrastructure V PTE. Limited (as Purchaser), Kotak Special Situations Fund (KSSF), and Gayatri Highways Limited (as Sellers). The agreement stipulated various pre-disbursement conditions and obligations for all parties.
The subsequent amendment to the SPA was executed on August 11, 2026, and covers several key changes designed to facilitate the completion of the proposed transaction. These amendments include:
- Deletion of the Appointment of Trustee and the associated escrow mechanism, which included Escrow Agreement 1, Escrow Agreement 2, and Escrow Agreement 3, as well as the appointment of an Escrow Agent.
- Payment of Escrow Amounts 1 and Escrow Amounts 2 to the respective Sellers on or after the Closing Date.
- Removal of provisions related to the WPI Multiplier Event.
- Amendment of the definition of 'Long Stop Date,' extending it to August 31, 2026.
The company confirmed that these amendments are not expected to have any material adverse impact on the management or control of Gayatri Highways Limited. Instead, they facilitate the completion of the proposed transaction and revise the mechanism for payment and the extended Long Stop Date.
Contractual Obligations and Liabilities
Details related to the original agreement and potential liabilities associated with the sale were summarized as follows:| Particular | Details/Status |
|---|---|
| Parties Involved | Cube Highways and Infrastructure V PTE. Limited (Purchaser), Kotak Special Situations Fund, Gayatri Highways Limited (Sellers), and HKR Roadways Limited |
| Transaction Nature | Sale of the entire stake held by Gayatri Highways Limited in HKR Roadways Limited |
| Indemnity Provisions | Standard indemnities provided for losses arising from breach of fundamental warranties, fraud, gross negligence, or willful misconduct by Gayatri Highways Limited and/or HKR Roadways Limited. The financial impact is not estimable at this stage. |
| Stamp Duty Indemnity | The company agreed to provide a specific indemnity towards stamp duty. The exposure value can only be estimated when the liability arises. |
| Waiver of Redemption Premium | The Company proposed to waive redemption premium, which is scheduled to take place prior to the consummation of the SPA. The financial impact is not estimable at this stage. |
The transaction was also noted as not falling within related party transactions, and neither the Parties nor they were found to be related to the promoter or promoter group of Gayatri Highways Limited.
GAYAHWS Stock Price Movement
Today, Gayatri Highways Limited shares edged higher to close at ₹1.96, registering a solid 0.51% gain after trading hours. The stock saw activity in the range of ₹1.91 to ₹2.06, with 93,010 shares being transacted during the session.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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