GPT Infraprojects limited — Major Shareholding Notification 2020

Jan 20, 2020

GPT Sons Private Limited

Regd. Office: GPT Centre, JC - 25, Sector-III, Salt Lake, Kolkata-700 098, India CIN: U65990WB2010PTC151906 Tel: +91-33-4050-7000 Fax: +91-33-4050-7999 E-mail: info@gptgroup.co.in Visit us: www.gptgroup.co.in Date: 17th January, 2020

To. National Stock Exchange of India Ltd. Exchange Plaza Plot No.C/1, 'G'Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051

To. The Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400001

Dear Sir / Madam,

Sub: Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

Please find enclosed herewith the disclosure as required in terms of Regulation 31(1) & 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in the prescribed format, in respect of creation of pledge of 34,139 equity shares of GPT Infraprojects Limited.

Further, pursuant to SEBI Circular no. SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated 7th August, 2019, please also find reasons for pledge of shares in prescribed format.

This is for your information and records please.

Thanking you,

Yours faithfully,

For GPT Sons Private Limited

Gopal Sando

Company Secretary

Encl: As above

CC to: The Company Secretary GPT Infraprojects Limited GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata-700098

Annexure - II Format for disclosure of reasons for encumbrance

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

Name of listed company	GPT Infraprojects Limited
Name of the recognised stock exchanges where theshares of the company are listed	BSE Limited (BSE)National Stock Exchange of India Limited (NSE)
Name of the promoter(s) / PACs whose shares havebeen encumbered	GPT SONS PRIVATE LIMITED
Total promoter shareholding in the listed company	No. of shares - 21814060% of total share capital - 75.00 %
Encumbered shares as a % of promoter shareholding	No. of shares - 11125395% of promoter shareholding - 51.00 %
Whether encumbered share is 50% or more ofpromoter shareholding	YES
Whether encumbered share is 20% or more of totalshare capital	YES

Details of all the existing events/ agreements pertaining to encumbrance

		Encumbrance 1	Encumbrance 2
		(Date of creation ofencumbrance: 30.10.2018)	(Date of creation ofencumbrance: 16.01.2020)
covenant,	Type of encumbrance (pledge, lien, negativelien, non-disposal undertaking etc. or any othertransaction,conditionorarrangement in the nature of encumbrance)	Pledge	Pledge of additional shares asper agreement with lenders
No. and % of shares encumbered		No. of shares: 11091256% of total share capital: 38.1326	No. of shares: 34139% of total share capital: 0.1174
Specific detailstheaboutencumbrance	Name of the entity in whosefavour shares encumbered(X)	Axis Trustee Services Limited(A Security Trustee, acting onbehalf of SBI ConsortiumofGPT Infraprojects Limited*)	Axis Trustee Services Limited(A Security Trustee, acting onbehalf of SBI Consortium ofGPT Infraprojects Limited*)
	Whether the entity $X$ is ascheduled commercial bank,public financial institution,NBFC or housing financecompany? If No, provide thenature of the business of theentity.	YES(scheduled commercial banks)	YES(scheduled commercial banks)

	Names of all other entities inthe agreement	Listed company and its groupcompanies (if any) -1. GPT Infraprojects Limited	Listed company and its groupcompanies (if any) -1. GPT Infraprojects Limited
		Other entities (if any) $-$1. NIL2. NIL	Other entities (if any) $-$1. NIL2. NIL
	Whether the encumbrance isrelating to any debtinstruments viz. debenture,commercial paper, certificateof deposit etc.? If yes,provide details about theinstrument, including creditrating	NO	NO
Security Cover/ Asset Cover	Value of shares on the dateof event / agreement (A)	Rs.64, 49,56,536 /- based onclosing market price of NSE@58.15.	Rs14,06,527/- based on closingmarket price of NSE @41.20.
	Amount involved (againstwhich shares have beenencumbered) (B)	Rs.554,21,00,000/-	Rs.554,21,00,000/-#
	Ratio of A / B	0.1164	0.0002
End use ofmoney	Borrowed amount tobeutilized for what purpose -Personal(a)usebypromoters and PACs	NO	NO
	(b) For the benefit of listedcompanyProvideincludingdetailsamount, purpose of raisingmoney by listed company,schedule for utilization ofamount, repayment scheduleetc.	The amount was borrowed forworkingmeetingcapitalof theListedrequirementsCompany.	The amount was borrowed forcapitalmeetingworkingListedrequirementsof theCompany.
	(c) Any other reason (pleasespecify)	NA	NA

1* "SBI Consortium" consists of 9 banks i.e. State Bank of India( Lead Bank), ICICI Bank Limited, Axis Bank Limited, IDBI Bank Limited, Standard Chartered Bank, Allahabad Bank, UCO Bank, United Bank of India and Bank of India.

As per agreement with lenders i.e."SBI Consortium" additional 34139 equity shares of GPT Infraprojects Limited are pledged to secure existing credit facilities of Rs. 554.21 Crores.

For GPT Sons Private Limited

Grapal Sanda

Company Secretary

Place: Kolkata Date: 17.01.2020