Gayatri Highways Limited Amends Securities Purchase, Subscription and Shareholders’ Agreement
Gayatri Highways Limited amended its Securities Purchase, Subscription and Shareholders’ Agreement, restricting its option rights in HKR Roadways Limited if HKRRL defaults on lender payments.
The amendment directly modifies the company's rights concerning its 26% stake in HKR Roadways Limited, introducing conditions under which it cannot exercise its options, which could affect its strategic flexibility and control over the subsidiary.
The amendment introduces a restriction on Gayatri Highways Limited's ability to exercise its option rights in HKR Roadways Limited under certain default conditions, which can limit its strategic flexibility.
Gayatri Highways Limited (GAYAHWS) announced an update on the amendments to the Securities Purchase, Subscription and Shareholders’ Agreement (SPSSA), initially disclosed on April 28, 2021. The Board of Directors approved these amendments on October 18, 2025. The agreement involves Kotak Special Situations Fund, HKR Roadways Limited (HKRRL), and Gayatri Highways Limited. * The primary purpose of the amendment is to modify Clause 9.5.1 of the SPSSA. * Gayatri Highways Limited holds a 26% stake in HKR Roadways Limited. * Key amendments to Clause 9.5.1 include: * Any exercise of Call Right or other rights by any party that would result in the Investor (Kotak Special Situations Fund) holding less than 74% of HKRRL's total equity shareholding will require prior written approval from HKRRL's Lenders. * The Promoters (Gayatri Highways Limited) will not be entitled to exercise these rights if a default occurs under the Definitive Agreements. * "Lenders" are defined as the banks and financial institutions that have granted senior debt to HKRRL through rupee term loan facilities. * The impact of this amendment is that Gayatri Highways Limited will be unable to exercise its option rights in HKRRL if HKRRL defaults on payments to its lenders under the loan agreements.
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Gayatri Highways Limited filed this with the NSE as a statutory disclosure, categorised under other corporate actions. It is a primary document, not a recommendation, and the desk marks it medium impact: worth reading, rarely worth acting on by itself.
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