Introduction to the SEBI disclosure

A regulatory filing has been submitted under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 by Vivek Mundra in relation to Gayatri Projects Limited, a listed infrastructure company in India.

The disclosure has been sent to both the National Stock Exchange (NSE) and BSE Limited, as well as the company itself, indicating a significant change in shareholding pattern through a preferential allotment of equity shares.

This type of disclosure is required when an investor’s holding crosses important thresholds, ensuring transparency in ownership changes in listed companies.

Who is involved in the acquisition

The acquirer group in this transaction includes:

• Vivek Mundra (Acquirer)
• Aniruddh Mundra (PAC)
• Alpana Mundra (PAC)
• Merlin Holdings Pvt. Ltd. (PAC entity)

Together, they are classified as Persons Acting in Concert (PACs) under SEBI regulations, meaning they are considered to be working together in relation to share acquisition or control.

Importantly, the acquirer group does not belong to the promoter group of Gayatri Projects Limited, indicating this is an external investment-driven stake increase.

Understanding the stake before and after acquisition

Before the preferential allotment:

• Total holding of acquirer + PACs: 63,19,908 shares
• Representing 3.38% of voting capital

After the acquisition:

• Additional shares acquired: 2,40,00,000 equity shares
• Post-acquisition total holding: 3,03,19,908 shares
• New stake: 10.24% of voting capital

This represents a significant jump in ownership due to a structured preferential allotment rather than open market purchase.

What is a preferential allotment in this case

A preferential allotment is a method where a company issues shares to a selected investor or group instead of the general public or existing shareholders.

In this case:

• Shares were allotted at board-approved valuation
• Used as part of capital restructuring and funding plan
• Helped increase company capital base significantly

The allotment date mentioned in the disclosure is 22 April 2026, while the disclosure filing date is 23 April 2026.

This mechanism is commonly used when companies need strategic investors or capital infusion.

Impact on share capital of Gayatri Projects

The preferential allotment has resulted in a major expansion of the company’s capital base.

• Before acquisition: ₹18.71 crore equity capital
• After acquisition: ₹29.61 crore equity capital

This increase reflects the issuance of new shares to investors, diluting existing ownership but strengthening the company’s capital structure.

The total post-allotment share capital also includes additional approved issuances, making the structure more complex but financially strengthened.

Role of PACs and ownership structure

The concept of Persons Acting in Concert (PACs) is important in this disclosure.

PACs are entities or individuals who:

• Act together in acquiring or managing shares
• Coordinate voting rights or investment decisions
• Are treated as a single unit for regulatory purposes

In this case, the Mundra group and Merlin Holdings Pvt. Ltd. are collectively considered PACs, meaning their combined holding is calculated for regulatory thresholds like 5%, 10%, or higher disclosure triggers.

Regulatory significance under SEBI SAST

Under SEBI takeover regulations, any acquisition crossing 5% or 10% thresholds requires mandatory disclosure.

This ensures:

• Transparency in ownership changes
• Monitoring of potential control shifts
• Protection of minority shareholders

Here, the key regulatory trigger is the increase from 3.38% to 10.24%, crossing the 10% disclosure threshold, which is a significant milestone under SEBI norms.

Mode of acquisition and funding route

The acquisition has been made through:

• Preferential allotment of equity shares

This is different from:

• Open market purchases
• Block deals
• Inter-se transfers

Preferential allotments are often used for strategic investments because they allow negotiated pricing and direct capital infusion into the company.

Voting rights and control implications

After the transaction:

• Total voting rights held by acquirer + PACs: 10.24%
• No encumbrances or pledged shares reported
• No convertible securities involved

While 10.24% does not represent control, it does indicate a significant minority stake, which may allow:

• Strategic influence
• Board-level engagement (if negotiated)
• Participation in key corporate decisions

However, control of the company remains with larger shareholders or promoters, if any dominant block exists.

Broader market implications

This type of investment typically signals:

• Confidence in the company’s future prospects
• Entry of strategic or high-net-worth investors
• Potential restructuring or capital strengthening phase

For infrastructure companies like Gayatri Projects, preferential allotments often support:

• Project funding
• Debt restructuring
• Expansion of operational capacity

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