GMR Estate Management Private Limited has proposed the acquisition of up to 7,46,00,000 equity shares, representing 9.55% of the total share capital of GMR Power and Urban Infra Limited . The shares will be purchased from GMR Enterprises Private Limited, a promoter of the target company, through off-market transactions. The move is part of an internal restructuring within the promoter group.

The acquisition is scheduled to take place any time after four working days from the date of the intimation, which is June 04, 2026. GMR Estate Management Private Limited, a wholly owned subsidiary of GMR Enterprises Private Limited, is currently part of the promoter group but not a promoter itself. The transaction will be conducted under Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which exempts the acquirer from making an open offer.

The price at which the shares will be acquired will not exceed the limits provided in the proviso to Regulation 10(1)(a) of the SEBI SAST Regulations. The volume weighted average market price for the 60 trading days preceding the notice was Rs 107.48 per share. The acquirer has confirmed that the acquisition price will not be higher by more than 25% of the computed price.

Shareholding Pattern

The proposed acquisition will alter the shareholding structure of the target company. GMR Estate Management Private Limited’s holding is set to increase from 15.36% to up to 24.92%. Conversely, the seller, GMR Enterprises Private Limited, will see its stake reduce from 19.73% to 10.18%.

Regulatory Compliance

The disclosure was submitted in compliance with Regulation 10(1)(a)(iii) read with Regulation 10(5) of the SEBI SAST Regulations. GMR Estate Management Private Limited has declared that all conditions specified under Regulation 10(1)(a) regarding exemptions have been duly complied with. The acquirer also confirmed compliance with applicable disclosure requirements under Chapter V of the Takeover Regulations.

GMR Power and Urban Infra Limited saw a significant reduction in share encumbrance after Catalyst Trusteeship Limited released 12,00,00,000 equity shares on June 02, 2026. The released shares represented 15.36% of the paid-up share capital, with the pledge originally created by GMR Estate Management Private Limited. The shares were held in favour of Catalyst Trusteeship Limited, acting as debenture trustee for debentures issued by GMR Sports Venture Private Limited. Following the release, the encumbrance on the share capital of GMR Power and Urban Infra Limited stands at zero.

The disclosure was submitted under Regulation 29(2) and 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Catalyst Trusteeship Limited clarified that it does not belong to the promoter or promoter group of the target company. The release was executed via an off-market transaction.

Shareholding Details

The filing detailed the status of shareholding before and after the release of the pledged shares. The equity shares released constituted 14.74% of the total diluted share/voting capital of the company.

Capital Structure

The total equity share capital of GMR Power and Urban Infra Limited remains unchanged at INR 390,50,87,645, divided into 78,10,17,529 equity shares with a face value of INR 5 each. The total diluted share/voting capital stands at INR 407,05,40,985, divided into 81,41,08,197 equity shares.