GPT Infraprojects limited — Capital/Financing Update 2024

Nov 12, 2024

Regd. Office: GPT Centre, JC-25, Sector III, Salt Lake, Kolkata – 700 106, India CIN: L20103WB1980PLC032872 Phone : +91-33-4050-7000, Email : info@gptgroup.co.in , Visit us: www.gptgroup.co.in

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GPTINFRA/CS/SE/2024-25 November 12, 2024

The Department of Corporate Services, National Stock Exchange of India Ltd., BSE Limited, Exchange Plaza, Phiroze Jeejeebhoy Towers, Plot no. C/1, G Block, Dalal Street Bandra-Kurla Complex, Bandra (E), Mumbai – 400001 Mumbai - 400 051

Dear Sir/Madam,

Sub: Monitoring Agency Report for Quarter ended September 30, 2024

Ref.: Scrip Code – 533761, Scrip ID – GPTINFRA

Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, please find enclosed the report for quarter ended September 30, 2024 issued by Crisil Ratings Limited, the monitoring agency appointed in respect of utilization of proceeds of Qualified Institutions Placement (QIP) by the Company.

Thanking you,

Yours sincerely,

For GPT Infraprojects Limited

ATUL Digitally signed by ATUL TANTIA TANTIA Date: 2024.11.12 19:27:13 +05'30'

Atul Tantia Executive Director & CFO DIN:00001238

Encl: As above

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Monitoring Agency Report

for GPT Infraprojects Limited for the quarter ended September 30, 2024

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CRL/MAR/ GDS5906/2024-25/1175

November 12, 2024

To

GPT Infraprojects Limited

GPT Centre, JC -25, Sector III, Salt Lake Kolkata – 700 106, West Bengal, India

Dear Sir,

Final Monitoring Agency Report for the quarter ended September 30, 2024 - in relation to the Qualified Institutional Placement (“QIP”) of GPT Infraprojects Limited (“the Company”)

Pursuant to Regulation 173A of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated August 26, 2024, enclosed herewith the Final Monitoring Agency Report, issued by CRISIL Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of QIP for the quarter ended September 30, 2024.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of CRISIL Ratings Limited

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Sushant Sarode

Director, Ratings (LCG)

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Final Report of the Monitoring Agency (MA)

Name of the issuer: GPT Infraprojects Limited

For quarter ended: September 30, 2024

Name of the Monitoring Agency: CRISIL Ratings Limited

(a) Deviation from the objects: No

(b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature: Name and designation of the Authorized Signatory: Sushant Sarode Designation of Authorized person/Signing Authority: Director, Ratings (LCG)

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1) Issuer Details:

Name of the issuer:

GPT Infraprojects Limited

Names of the promoter:

a. Shree Gopal Tantia

b. Om Tantia

c. Dwarika Prasad Tantia

d. GPT Sons Private Limited

Industry/sector to which it belongs :

Civil Construction

• 2) Issue Details

Issue Period:

Monday, August 26, 2024, to Thursday, August 29, 2024

Type of issue (public/rights):

Qualified Institutional Placement (QIP)

Type of specified securities:

Equity Shares

QIP Grading, if any:

NA

Issue size:

Rs 17,499.98 lakhs (Refer Note)

Note:

Particulars	Amount (Rs. lakhs)
Gross proceeds of the Fresh Issue	17,499.98*
Less: Issue Expenses	540.00#
Net Proceeds	16,959.98

• CRISIL Ratings shall be monitoring the gross proceeds.

#The issue expenses of Rs 540.00 lakhs were fully utilized during the quarter ended September 30, 2024.

The above disclosure is based on the management undertaking and certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information/ certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	Management undertaking, Statutory Auditor certificate ^, Placement Document Document, Bank Statements	No Comments	No Comments
Whether shareholder approval has been obtained in case of material deviations from expenditures disclosed in the Offer Document?	NA	Management undertaking	No Comments	No Comments
Whether the means of finance for the disclosed objects of the issue has changed?	No		No Comments	No Comments
Is there any major deviation observed over the earlier monitoring agency reports?	No		No Comments	No Comments
Whether all Government/statutory approvals related to the object(s) have been obtained?	NA		No Comments	No Comments
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	NA		No Comments	No Comments
Are there any favorable events improving the viability of these object(s)?	No		No Comments	No Comments
Are there any unfavorable events affecting the viability of the object(s)?	No		No Comments	No Comments
Is there any other relevant information that may materially affect the decision making of the investors?	No		No Comments	No Comments

NA represents Not Applicable

^Certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

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4) Details of object(s) to be monitored:

i. Cost of the object(s):

Sr. No.	Item Head	Source of information/ certification considered by MA for preparation of report	Original cost (as per the Offer Document) (Rs in lakhs)	Revised Cost (Rs in lakhs)	Comment of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason of Cost revision	Proposed financing option	Particulars of firm arrangement s made
1	Repayment / pre- payment, in full or in part, of certain outstanding borrowings availed by the Company	Management undertaking, Statutory Auditor certificate ^, Placement document	13,125.00	NA	No revision	No Comments	No Comments	No Comments
2	General Corporate Purposes#		3,834.98	NA	No revision	No Comments	No Comments	No Comments
	Total	-	16,959.98	NA	-	-	-	-

^Certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 4,374.99 lakhs) from the Fresh Issue.

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ii. Progress in the object(s):

Sr. No.
									Comments of the Board
		Source of		Amount utilized (Rs in lakhs)
									of Directors
		information/	Amount
		certifications	as
		considered by	proposed				Total	Comments of
		Monitoring	in the	As at			unutilized	the
						At the
	**Item Head# **	Agency for	Offer	beginnin			amount	Monitoring
					During	end				Proposed
		preparation of	Document	g			(Rs in	Agency	Reasons for
					the	of the				course of
		report	(Rs in	of the			lakhs)		idle funds
					quarter	quarter				action
			lakhs)	quarter
1	Repayment / pre- payment, in full or in part, of certain outstanding borrowings availed by the Company	Management undertaking, Statutory Auditor certificate ^, Placement Document, Bank Statements	13,125.00	Nil	13,125.00	13,125.00	Nil	Utilization is as per the details provided in the Placement Document	No Comments	No Comments
2	General Corporate Purposes		3,834.98	Nil	3,834.98	3,834.98	Nil	Utilization is as per the details provided in the Placement Document	No Comments	No Comments
	Total	-	16,959.98	Nil	16,959.98	16,959.98	Nil	-	-	-

^Certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

Note:

1. The Company has rearranged its funds for operational convenience, transferring Rs 3,834.98 lakhs from its Axis Bank monitoring account to its SBI Bank cash credit account, and then subsequently transferring Rs 2,309.14 lakhs from its SBI cash credit account back to its Axis Bank cash credit account, all for the purpose of utilizing these funds towards General Corporate Purposes (GCP). The transferred proceeds stand fully utilized towards the stated object of the issue.

2. As on September 30, 2024, both the QIP Escrow account balance and monitoring account balance stands Nil. Hence, this is the final Monitoring Agency report being issued by CRISIL Ratings for the proceeds raised through the QIP of GPT Infraprojects Limited.

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#Brief description of objects:

Object of the Issue	Description of objects as per the offer document filed by the issuer
Repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by the Company	The Company proposes to utilize a portion of the Net Proceeds aggregating to Rs 13,125.00 lakhs for repayment and / or prepayment, in full or in part, of certain outstanding borrowings availed by the Company. The repayment and/or pre-payment of certain loans by utilizing the Net Proceeds will help reduce their outstanding indebtedness.
General Corporate Purposes	General corporate purposes may include, but are not restricted to, (i) meeting fund requirements which the Company may face in the ordinary course of business, (ii) any additional capital expenditure, (iii) repayment or prepayment of borrowings, (iv) strategic initiatives, partnerships, tie-ups, joint ventures or acquisitions, (v) investment in Subsidiaries, (vi) meeting working capital requirements of the Company incurred in the ordinary course of business, (vii) meeting exigencies and expenses, marketing/ advertising expenses logistics expenses, installation expenses, accessories, freight, power and other expenses in relation to the proposed capital expenditure or in relation to existing operations, and (viii) any other purpose as may be approved by the Board or a duly appointed committee from time to time, subject to compliance with the necessary provisions of the Companies Act, 2013. The allocation or quantum of utilization of funds towards the specific purposes described above will be determined by the Board of Directors of the Company, based on the business requirements and other relevant considerations, from time to time.

iii. Deployment of unutilised proceeds:

S. No.	Type of instrument where amount is invested	Amount invested (in lakhs)	Maturity date	Earnings as on September 30, 2024 (in lakhs)	Return on Investment (%)	Market value as at the end of quarter (in lakhs)
Not applicable^

^On the basis of management undertaking and certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

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iv. Delay in implementation of the object(s):

				Comments of the Board of	Comments of the Board of
	Completion Date
				Directors
			Delay
	As per the Offer				Proposed
Object(s)			(no. of days/
	Document	Actual	months)	Reason of delay	course of
					action
	Not applicable^

^On the basis of management undertaking and certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

5) Details of utilization of proceeds stated as General Corporate Purpose^ amount in the offer document:

Item Head	Amount(Rs in lakhs)	Remarks
Meeting working capital requirements of the Company incurred in the ordinary course of business	3,834.98*	Suppliers’ and buyers’ credit payments

^On the basis of management undertaking and certificate dated October 07, 2024, issued by M/s Agarwal Lodha & Co., Chartered Accountants (Firm Registration Number: 015168), Statutory Auditors of the Company.

*The funds utilised towards GCP are approved by the Board of Directors of the Company vide resolution dated November 12, 2024.

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Disclaimers:

• a) This Report is prepared by CRISIL Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

• b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

• c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

• d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

• e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

• f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.

• g) Access or use of this report does not create a client relationship between CRL and the user.

• h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.

• i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

• j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.

• k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory,

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punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

• l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.

• m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

• n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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