Gayatri Highways Limited has amended its Securities Purchase Agreement (SPA) regarding the sale of its entire stake in HKR Roadways Limited to Cube Highways and Infrastructure V Pte. Limited. Executed on August 11, 2026, the amendment removes the original escrow mechanism and extends the Long Stop Date to August 31, 2026, facilitating the finalization of the deal. The company disclosed that these changes are not expected to have any material adverse impact on its management or control.

The disclosure was made pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, and circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. This update follows the initial execution of the SPA disclosed on February 12, 2026. Kotak Special Situations Fund remains a seller alongside Gayatri Highways Limited in the transaction.

Key Amendments to the Agreement

The Amendment Agreement modifies several structural elements of the original SPA to streamline the closing process. The primary changes involve the removal of complex financial safeguards and an extension of the timeline for completion.

Liabilities and Indemnities

Gayatri Highways Limited has outlined specific contingent liabilities arising from the transaction. The company agreed to provide a specific indemnity towards stamp duty, though the exposure value can only be estimated when the liability arises. Additionally, the company provided standard indemnities for losses stemming from breaches of fundamental warranties, fraud, gross negligence, or wilful misconduct by Gayatri Highways Limited or HKR Roadways Limited. The financial impact of these warranty indemnities cannot be estimated at this stage.

Furthermore, the company proposes to waive a redemption premium subject to legal compliances. This waiver is scheduled to take place just before the consummation of the Securities Purchase Agreement. Like the other indemnities, the financial impact of this waiver cannot currently be estimated.

Transaction Structure

The transaction involves the sale of the entire stake held by Gayatri Highways Limited in HKR Roadways Limited. Upon completion, Cube Highways and Infrastructure V Pte. Limited will become the sponsor/promoter of HKR Roadways Limited. The parties confirmed that none of the counterparties are related to the promoter or promoter group of Gayatri Highways Limited, and the transaction does not fall within the definition of a Related Party Transaction. The agreement does not provide for any nominee director on the Board of the listed entity, nor does it create any conflict of interest.

Gayatri Highways has postponed its board meeting from August 12, 2026, to Thursday, August 13, 2026, due to unavoidable circumstances. The rescheduled meeting is critical for shareholders as it will determine the timing of the disclosure of the company’s unaudited standalone and consolidated financial results for the first quarter ended June 30, 2026 (Q1FY27). This delay may impact the timeline for market participants awaiting earnings data.

The Board of Directors will also consider any other business with the permission of the chair during the session on August 13, 2026. The postponement follows an earlier intimation dated July 21, 2026, which had initially scheduled the meeting for August 12.

Trading Window Status

In compliance with the company's Code of Conduct for prevention of Insider Trading pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the trading window for dealing in equity shares remains closed. This restriction applies to all designated persons, their immediate relatives, and other connected persons.

The closure ensures that no insider trading occurs while material price-sensitive information regarding the Q1FY27 financial performance is being finalized and approved by the Board. The window will reopen only after the mandatory 48-hour period following the public declaration of the financial results.