Zeal Global Opportunities Fund acquired a 5.06% stake in Gayatri Projects Limited by purchasing 1,50,00,000 equity shares through preferential allotment on April 23, 2026. The acquisition was disclosed to the stock exchanges under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirer does not belong to the promoter or promoter group of the target company.

Acquisition Details

The transaction involved the purchase of shares carrying voting rights. Prior to this acquisition, Zeal Global Opportunities Fund held no shares or voting rights in Gayatri Projects Limited. The preferential allotment resulted in the acquirer holding 1,50,00,000 shares, which constituted 5.06% of the total share capital and voting rights of the target company immediately post-acquisition.

Capital Structure Changes

The equity share capital of Gayatri Projects Limited increased following the allotment. Before the acquisition, the total equity share capital stood at ₹37,43,97,370, comprising 18,71,91,685 shares of nominal value of ₹2 each. Post-acquisition, the equity share capital rose to ₹59,23,97,370, consisting of 29,61,98,685 shares of nominal value of ₹2 each.

Subsequent Dilution

A note accompanying the disclosure indicated that the share capital of Gayatri Projects Limited increased further on April 22, 2026. The total number of shares rose to 46,42,99,000. As a result of this increase, the holding of Zeal Global Opportunities Fund diluted from 5.06% to 3.23%.

The disclosures were submitted to BSE Limited and National Stock Exchange of India Limited, where the shares of Gayatri Projects Limited are listed.

Gayatri Projects Limited reconstituted its board on 13 September 2025 following the withdrawal of insolvency proceedings against the company by the National Company Law Tribunal (NCLT). The infrastructure developer, which had been under the Corporate Insolvency Resolution Process (CIRP) since 15 November 2022, received the NCLT order allowing the withdrawal on 12 September 2025. Consequently, the Board was suspended during this period, with powers vested in the Resolution Professional until the order was received.

The reconstitution involved the resignation of Mrs. T. Indira Reddy as Chairperson and Director, and Mr. J. Brij Mohan Reddy as Executive Vice Chairman and Director. In their place, the Board appointed Mr. T. Sandeep Kumar Reddy as Chairman and Managing Director, Ms. T. Sarita Reddy as Executive Director, and Mr. N. Seshagiri Rao as Chief Financial Officer. Additionally, three individuals—Mr. P. V. Narayana Rao, Mr. C. V. Rayudu, and Mr. Srinivas Iduri—were appointed as Independent Directors.

The company informed BSE Limited that the resignation letters of Mrs. T. Indira Reddy and Mr. J. Brij Mohan Reddy were not submitted to the exchange within the prescribed seven days due to lapses in compliance during the CIRP. Gayatri Projects stated that the omission was unintentional and attributed it to the multiple legal compliances required post-CIRP withdrawal. The company attempted to submit the letters on 23 September 2025.

Board Changes and Appointments

The following changes were effective immediately upon the reconstitution of the Board on 13 September 2025:

Regulatory Filing Details

In its correspondence dated 1 July 2026, Gayatri Projects addressed a query from BSE regarding the delay in submitting the resignation letters. The company clarified that an email sent by the exchange on 22 April 2026 to an ID managed by the Resolution Professional was not accessed by the company, causing a further delay in response. The company requested the exchange to condone the delay and take the submissions on record.

The resignations were formally intimated to the exchange under Regulation 30 of the SEBI (LODR) Regulations, 2015. Mrs. T. Indira Reddy cited personal and health grounds for her resignation, while Mr. J. Brij Mohan Reddy cited personal reasons. Both directors confirmed there were no other material reasons for their departure.