GR Infraprojects Limited has filed a comprehensive disclosure under SEBI SAST Regulations for a significantly larger proposed inter-se transfer involving multiple promoter group members. The updated transaction involves five female promoter group members acquiring 88,47,393 equity shares (9.15% of share capital) through gift transactions scheduled for March 27, 2026.

Updated Transaction Structure

The revised disclosure reveals a much larger inter-se transfer involving five acquirers from the promoter group. The transaction represents gifts between immediate relatives within the promoter group, qualifying for exemption under SEBI's inter-se transfer provisions.

Detailed Shareholding Changes

The inter-se transfer will result in significant redistribution of shareholdings within the promoter group while maintaining the overall promoter group stake. The five female promoter group members will see substantial increases in their individual holdings.

Seller Details and Distribution

The shares are being transferred from multiple promoter group members, with the largest transfers coming from senior family members. The distribution shows a strategic realignment of shareholding among family members.

Regulatory Compliance and Market Impact

The company has confirmed compliance with all applicable disclosure requirements under SEBI SAST Regulations. The transaction involves gifts without consideration, making price comparison declarations not applicable under SEBI regulations.

The transaction represents a part of realignment of shareholding amongst family members and will not affect the interests of public shareholders. The aggregate shareholding and voting rights of the promoter and promoter group will remain unchanged, ensuring no impact on overall ownership structure.

GR Infraprojects Limited has announced a postal ballot notice dated 17th February 2026, seeking shareholder approval for two critical special resolutions through remote e-voting. The infrastructure development company is pursuing strategic financial and operational decisions that require member consent under regulatory provisions.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two significant proposals that will shape the company's future operations and financial structure.

Loan and Guarantee Authorization

The first special resolution seeks approval for granting loans, providing guarantees, or offering securities under Section 185 of the Companies Act, 2013. The proposal covers financial assistance to subsidiary companies, associates, joint ventures, group entities, or any person in whom company directors have deemed interest.

The Board of Directors, in their meeting held on 6th February 2026, proposed this financial framework to support subsidiary companies and related entities for capital expenditure, working capital requirements, fixed asset purchases, and other business-related expenses.

Material Subsidiary Divestment

The second resolution proposes the complete divestment of GR Ena Kim Expressway Private Limited (GEKEPL), a material subsidiary of the company. This strategic move aligns with the company's asset monetization and capital recycling objectives.

GEKEPL was incorporated on 20th August 2020 to undertake the construction of an eight-lane access-controlled expressway from Km 217.500 to Km 254.430 of the Vadodara Mumbai Expressway (Ena to Kim Section) in Gujarat under the Hybrid Annuity Mode. The National Highways Authority of India declared the project fit for commercial operations with effect from 30th November 2024.

E-Voting Process and Timeline

The company has implemented a comprehensive remote e-voting system to facilitate shareholder participation in the postal ballot process.

In compliance with Ministry of Corporate Affairs circulars, the postal ballot notice is being sent only through electronic mode to members whose email addresses are registered with the company, registrar, or depositories. Physical copies of the notice and postal ballot forms are not being distributed.

Strategic Rationale and Related Party Considerations

The proposed divestment of GEKEPL represents a strategic capital recycling initiative, allowing the company to strengthen its balance sheet while focusing on core project development and growth opportunities. The transaction involves a related party, as Indus Infra Trust is connected to the company through common directorship.

The company had previously entered into a Right of First Offer Agreement dated 20th February 2024 with Indus Infra Trust, providing the trust with preferential rights for acquiring operational road sector assets. Following an invitation to offer dated 30th October 2025, Indus Infra Trust expressed interest on 30th November 2025 and submitted a non-binding offer on 9th February 2026.

Regulatory Compliance and Governance

Both resolutions require special resolution approval due to their material nature and regulatory requirements. The loan authorization falls under Section 185 of the Companies Act, 2013, while the subsidiary sale requires approval under Regulation 24(5) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, as GEKEPL qualifies as a material subsidiary.

The Board of Directors, on recommendation of the Audit Committee, approved these proposals in their meeting held on 13th February 2026, subject to shareholder consent. The company has obtained an independent valuation report from registered valuer CA RV Arpit Surendra Parikh for determining GEKEPL's equity valuation as of 31st December 2025.

Shareholders can access the complete postal ballot notice on the company's website at www.grinfra.com , stock exchange websites, and Kfin Technologies' e-voting platform. The results will be declared within two working days from the conclusion of e-voting and communicated to all relevant stakeholders and regulatory authorities.