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Gayatri Projects - Updates on Outcome of EGM

Gayatri Projects Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 24, 2008, inter alia, have accorded the Board to offer / issue and allot not more than 15,00,000 (Fifteen Lakhs only) Warrants, at the issue price to be at a price as determined in accordance with the relevant SEBI Guidelines, to the promoters of the Company, on a preferential basis, as the Board may in its absolute discretion decide, in one or more branches and on such terms and conditions, as the Board considers fit, subject to the following:

1. The Warrants shall be convertible into equity shares of the Company (at the sole option of the warrant holders) at any time within a period of 18 months from the date of allotment of Warrants. However, the warrant holder(s) shall be eligible to exercise only such portion of the Warrants, which will entitle them for voting rights not exceeding 5% in any financial year ending on 31st March.

2. Each Warrant shall be convertible into one equity share of Rs 10/- (Rupees Ten only) each, of the Company.

3. The proposed allottees of the Warrant(s) shall, on the date of allotment, pay an amount equivalent to 10% of the total consideration per Warrant.

4. The Warrant holder(s) shall, on the date of conversion, pay the balance 90% of the consideration towards the subscription to each equity share.

5. The amount referred to in 3 above shall be forfeited, if the option to acquire shares is not exercised within the stipulated time.

6. The number of Warrants and the price per Warrant shall be appropriately adjusted, subject to the Companies Act, 1956 and SEBI guidelines, for corporate actions such as bonus issue, rights issue, stock split, merger, de-merger, transfer of undertaking, sale of a division or any such capital or corporate restructuring.

7. The Warrants shall be locked in as per SEBI (DIP) Guidelines, 2000 and the lock-in for shares acquired by conversion of warrants shall be for such period, as reduced to the extent of the period Warrants have already been locked-in.

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