Gayatri Highways Limited Amends Securities Agreement, Adds Lender Approval Clause
Gayatri Highways Limited (GHL) has approved amendments to its Securities Purchase, Subscription and Shareholders' Agreement (SPSSA) regarding its stake in HKR Roadways Limited (HKRRL). The changes require lender approval for reducing the investor's stake below 74% in HKRRL and restrict promoters' rights in case of default. GHL currently holds a 26% stake in HKRRL. These amendments may impact GHL's flexibility and options regarding its HKRRL stake, especially if HKRRL defaults on loan payments.
*this image is generated using AI for illustrative purposes only.
Gayatri Highways Limited (GHL) has announced a significant amendment to its Securities Purchase, Subscription and Shareholders' Agreement (SPSSA), introducing new provisions that could impact its stake in HKR Roadways Limited (HKRRL). The company's Board of Directors approved these changes on October 18, 2025, modifying an agreement originally executed on April 28, 2021.
Key Amendments
The primary amendment to the SPSSA introduces two crucial clauses:
Lender Approval Requirement: Any exercise of Call Rights or other rights that would result in the Investor (Kotak Special Situations Fund) holding less than 74% equity in HKRRL now requires prior written approval from HKRRL's lenders.
Restriction on Promoters' Rights: The amendment restricts Promoters from exercising certain rights if a default occurs under the Definitive Agreements.
Impact on Gayatri Highways Limited
These amendments could significantly affect GHL's options and flexibility regarding its stake in HKRRL:
- GHL currently holds a 26% stake in HKRRL.
- The company's ability to exercise its options in HKRRL is now contingent on HKRRL's compliance with its loan agreements.
- In the event of a default by HKRRL on its loan payments, GHL's rights under the SPSSA may be limited.
Parties Involved
The agreement involves three main parties:
- Gayatri Highways Limited
- Kotak Special Situations Fund (a Category II alternative investment fund)
- HKR Roadways Limited
Regulatory Compliance
GHL has made this disclosure in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has emphasized that this transaction does not fall under related party transactions.
This amendment underscores the complex interplay between corporate agreements, stakeholder rights, and lender interests in infrastructure projects. Investors and stakeholders of Gayatri Highways Limited should closely monitor how these changes might affect the company's strategic options and financial flexibility moving forward.
Historical Stock Returns for Gayatri Highways
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +4.91% | +20.83% | -10.57% | +272.48% | +200.74% | +1,060.00% |
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