Media Kit - Placement Document

BUILDING COMPETITIVE    ADVANTAGE

Disclaimer - Important

NOTE ELECTRONIC VERSIONS OF THE PLACEMENT DOCUMENT (THE “PLACEMENT DOCUMENT”) YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY GAYATRI PROJECTS LIMITED IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE PLACEMENT DOCUMENT IS BEING FURNISHED SOLELY IN CONNECTION WITH AN ISSUE TO QUALIFIED INSTITUTIONAL BUYERS AS PER CHAPTER VIII OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, (“SEBI REGULATIONS”). NO OFFER IS BEING MADE TO THE PUBLIC OR TO ANY OTHER CATEGORY OF INVESTORS. ELECTRONIC VERSIONS OF THE PLACEMENT DOCUMENT YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY GAYATRI PROJECTS LIMITED IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. ACCESS TO THE PLACEMENT DOCUMENT HAS BEEN LIMITED SO THAT IT SHALL NOT CONSTITUTE IN THE IN ANY JURISDICTION A GENERAL ADVERTISEMENT OR GENERAL SOLICITATION OR DIRECTED SELLING EFFORTS.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED IN THE JURISDICTIONS SPECIFIED IN THE PLACEMENT DOCUMENT. THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY THE COMPANY TO COMPLY WITH SEBI REGULATIONS. YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THE PLACEMENT DOCUMENT TO ANY OTHER PERSON OR (2) REPRODUCE SUCH PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THE PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

Please read this notice carefully before reading, accessing or making any other use of the information and the document contained behind these screens - it applies to all persons who view this site. By accessing the information and documents contained behind these screens, you agree to follow the terms and conditions below, including any modifications to them from time to time. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

The information and document contained behind these screens are so placed pursuant to Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI Regulations”) in connection with an issue of shares of Gayatri Projects Limited ("Company") to qualified institutional buyers (as defined in the SEBI Regulations) on a private placement basis and are not intended to nor do they constitute an offer and / or an invitation to subscribe to, and / or a solicitation to offer to subscribe to the securities referred therein.

The information and document contained behind these screens are so placed in compliance with Chapter VIII of the SEBI Regulations, for informational and record purposes only and are not an offer or a solicitation of an offer, to subscribe to shares of the Company. The Company is not soliciting any action based on the information contained on this site. The price and offer size of the private placement is subject to approval by the Company. Nothing contained herein shall constitute and/or be deemed to constitute an offer and/or an invitation to an offer. Unless a pre-numbered placement document accompanied by an application form is addressed to a specific person inviting such person to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made.

You may not and are not authorized to deliver the documents contained behind these screens to any other person or reproduce such placement document in any manner whatsoever.

Viewing this information and document contained behind these screens may not be lawful in certain jurisdictions. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. No person or entity should view this site in any jurisdiction or country where doing so would be contrary to law or regulation or would subject the Company or Book Running Lead Manager to additional registration requirements.

The information and document contained behind these screens are not intended to be viewed by any person in the United States, and do not constitute an offer for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or any US state securities laws and may not be offered or sold in the United States absent registration or exemption from registration under the US Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction.

The public cannot subscribe to the issue since it is a private placement to qualified institutional buyers only. Neither the Company nor the Book Running Lead Manager accepts any liability whatsoever direct or indirect that may arise from the use of the information contained on this site. Access to this site does not constitute a recommendation by the Company or the Book Running Lead Manager or any other party to buy or sell securities in the Company.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view any of these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this website by the Company pursuant to the requirements under the SEBI Regulations in good faith and for information purposes only. Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or and/or Elara Capital (India) Private Limited or any other party to sell or buy securities in the Company.

By accessing the Placement Document, it is hereby accepted that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Company nor the Book Running Lead Manager, and any of their respective affiliates, directors, officers, employees, representatives, agents and controlling persons accept any liability or responsibility whatsoever in respect of any difference between the document accessed by you in electronic format and the hard copy version of the Placement Document.

Access to the Placement Document has been limited so that it shall not constitute (i) in the United States or elsewhere a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act), or (ii) an offer or invitation, to the public under the Indian Companies Act, 1956, by or on behalf of the Company or the Book Running Lead Manager.

Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are not directed at or accessible by persons located outside the permitted jurisdictions as specified in the Placement Document. Access to the Placement Document is confirmation of the person into whose possession this Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

I certify that (i) I am:.(a) not located in the United States (within the meaning of Regulation S under the Securities Act); and (b) not accessing this website from within the United States; (ii) either (A) I have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (B) I am a person falling within Article 43 of the Order or (C) if in any member state of the European Economic Area outside the United Kingdom, I am a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC); or (D) I am a person to whom the Company may otherwise lawfully communicate an invitation or inducement to engage in investment activity in accordance with the Order; and (iii) I am not located in any of the jurisdictions not specified in the Placement Document; and (iv) I am a Qualified Institutional Buyer as defined under Regulation 2(1)(zd) of the SEBI Regulations.

In case I am a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, I represent, acknowledge and agree that the securities acquired by me in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in a relevant member state to Qualified Investors as so defined or in circumstances in which the prior consent of Elara Capital (India) Private Limited has been obtained to each such proposed offer or resale.

Restrictions

The Placement Document is being furnished solely for the purpose of providing information in connection with the proposed issue of securities described therein. You are reminded that the information in the Placement Document is not complete and may be changed at any time without notice. Nothing in the Placement Document or on this website constitutes an offer or an invitation by or on behalf of the Company or the Book Running Lead Manager to subscribe or purchase any of the securities described in the Placement Document. If you have gained access to the Placement Document contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials, and I consent to the delivery of this Placement Document by clicking the icon below: