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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.

Gayatri Projects Ltd has informed BSE that the Company has secured six new orders aggregating to Rs 96.79 crores. The orders are executable within a period ranging from 6 months to 18 months.

1. Name of the Employer : Hindustan Steel Works Construction Ltd, Visakhapatnam - 530 031
- Name of the Work : Civil Engineering works for Construction, Modification & Expansion of Phenol Waste Water Treatment Plant of Vlsakhapatnam Steel Plant
- Value of the Work : Rs 7.76 Crores

2. Name of the Employer : Hindustan Steel Works Construction Ltd., Visakhapatnam - 530 031
- Name of the Work : Civil Engineering works of 14MV Tower Plant - Phase - II facilities for Coke Oven Battery No:4 in Visakhapatnam Steel Plant
- Value of the Work : Rs 2.01 Crores

3. Name of the Employer : Visakhapatnam Steel Plant, Visakhapatnam - 530 031
- Name of the Work : Civil work for Jaggayyapeta Mines (Zone - 11) (Specification No. VSP-6-3-11-CVL-002(R1)
- Value of the Work : Rs 3.26 Crores

4. Name of the Employer : JSW Steel Ltd, P.O. Vidyanagar - 583 275, Village Torangallu, Bellary District
- Name of the Work : Civil work for tract hopper in RMHS
- Value of the Work : Rs 7.95 Crores

5. Name of the Employer : Janki Corp Ltd., Iron & Steel Division, Sidiginamola - 583 138, Bellary, Karnataka
- Name of the Work : Civil and Structural work for its 0.6 MTPA Pellet Plant and 15 MW Captive Power Plant
- Value of the Work : Rs 18.16 Crores

6. Name of the Employer : Head (Project Procurement) Engg. & Projects, Tata Steel Mail Box No. G-32, Jamshedpur - 001
- Name of the Work : Civil work for Sub-stations & other BLDG.
- Value of the Work : Ra 57.65 Crores.

Gayatri Projects Ltd has informed BSE that the members of the Company, by way of postal ballot, have passed the Special Resolutions with requisite majority:

1. Alteration of the other objects clauses of the Memorandum of Association of the Company.

2. Commencement of Business as specified in item No.1 above - other objects of the Memorandum of Association of the Company.

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 approved to Issue and allotment of not more than 15,00,000 Warrants convertible into Equity shares of Rs 10/- each to the Promoters of the Company on preferential basis.

Gayatri Projects Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot following the Special Resolutions:

1. To alter the other objects clause of the Memorandum of Association of the Company by adding the following new clause 13,14,15 & 16 after the existing clause III A(12)

13. To promote, develop and invest in infrastructure projects within the country or outside in various areas like State and National Highways, Auto Bahns, Flyovers, Elevated Roads, Toll Roads, Expressways, Road Over Roads (ROR) Airport Runways, Light Rail Transit Systems (IRTS), Mass Rapid Transit Systems (MRTS), Railways, Via Ducts, Metro Railways (underground); Sea Ports & Airports; Power Plants (thermal - based on fuel like Coal, Naphtha, Condensate, LNG and other Petro products, mini & major hydel; Pumped storage Scheme and non-conventional energy based); construct Lines, and take over distribution of power, trading, purchase power from generators and distribute to consumes over the distribution network own and / or operate
Power Plants, Telecommunication systems (basic, cellular, paging, wireless, satellite based and others); Hotels(medium to large); Software technology & industrial parks; Water Supply; Sewerage and Public Health Schemes; Pipeline Projects; underwater / underground tunnels, irrigation schemes, Railway and Road Over Bridges, Fuel Terminals (like that of Naphtha, LNG, Superior Kerosene, Diesel, Petrol, Aviation Fuel, NG and others); sports stadium; warehouse complexes and any other projects directly or indirectly associated with infrastructural facilities, on Build, Own, Operate (BOD), Build, Own and Transfer (BOT), Build, Own, Operate & Transfer (BOOT), Build, Operate, Lease & Transfer (BOLT), Build, Own, Operate, Share & Transfer (BOOST) or any other similar scheme.

14. To take up turnkey contracts within the country and outside involving Engineering, Consultancy, Procurement, Construction, Project management & Completion in various sectors like power, on-shore oil & gas, refinery, fertilizers, chemicals, petrochemicals, sea & air ports and such other industries; engage in Process Design, Front End Engineering, Detailed Engineering, Construction Supervision and associated activities necessary for Turnkey Contracts; undertake Operations & Maintenance of such Turnkey Projects after completion and / or of projects completed by other contractors for any utility companies or other, process industries or projects.

15 . To carry on business as estate agents and estate managers and to collect, rents, repair, look after, and manage immovable properties of or for any persons, firms and companies governments and states as well as of this Company, to give, take let and sublet and to carry out, undertake or supervise and building construction, altering, improving, demolishing and repairing operations and another works and operations in connection with immovable estates and properties.

16. To construct, Build, develop maintain, operate, own and transfer infrastructure facilities including housing, roads, highways, bridges, airports, ports, rail systems, water supply projects, irrigation projects, inland Water ways and inland ports, water treatments systems, solid waste management systems, sanitations and sewerage systems, or any other public facilities of a similar nature; any project for generation and or distribution of electricity or any other form of power and any project for providing telecommunication services?.

2. For commencement of business as specified in the said sub-clause 13 to 16 Clause III C (other objects) of the Memorandum of Association of the Company.

The Company has appointed Mr. Y Koteswara Rao, Practising Company Secretary as Scrutinizer for conducting the Postal Ballot process in a fair & transparent manner.

The Postal Ballot form duly completed should reach the Scrutinizer before the close of working hours, on or before, April 10, 2008. The scrutiniser will submit the report to the Chairman of the company after completion of scrutiny of the Postal Ballot forms. The results of the Postal Ballot will be announced by the Chairman / Vice Chairman / Managing Director / any other Director duly authorized by the Chairman on or before April 12, 2008.

Gayatri Projects Ltd has informed BSE that the Company has secured new order valued Rs 242.55 crores. The entire work has to be executed with in a period of 2 years.

- Name of the Employer: The Executive Engineer, Narmada Development Canal Division, Khargone, Madhya Pradesh.

- Name of the work: Execution of canal system of Indira Sagar Project, main canal from R.D. 130.935 KM to 155.00 KM including distribution network upto 40 ha chak for irrigation culturable command area of about 6103 ha. On turn key basis comprising the work of survey, planning, design, estimation, preparation of land acquisition cases, forest cases and its clearance, shifting of H.T. & L.T, electric lines, Construction of canal by excavation / earth work, cement concrete lining with paver machine, all inline concrete structures like V.R.S. / D.R.B. / N.H.B. / S.H.B./ C.D. Works, Aqueducts, Super Passages, Falls Head Cross Regulators, Escapes, Out lets etc

- Value of work : Rs 242.55 crores

The Company, as ISO 9001-2000 certified Company, is among India’s fastest growing construction Companies known for its in-securing model driven by professional teams and unique equipment bank.

Gayatri Projects Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 24, 2008, inter alia, 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.

Gayatri Projects Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 26, 2008, inter alia, has transacted the following business:

1. Approved notice for convening Extra Ordinary General meeting on March 24, 2008 to seek approval of the members for Issue and allotment of not exceeding 15,00,000 (Fifteen Lakhs only) Convertible Equity Warrants to promoters at a price of Rs 500.78/- calculated in accordance with the provisions of SEBI (Disclosure and Investor Protection) Guidelines 2000 and each warrant is convertible into one equity share of Rs 10/- each.

2. Allotted 1,04,761 Equity shares of Rs 10/- each to M/s. Copthall Mauritius Investment Ltd upon conversion of JPY 120,000,000 worth FCCBs at Rs 378.3453 per Equity Share (pre determined price).

3. Approved hiving off Investments of the Company to the extent of Rs 124.59 Crores (Equity/Quasi Equity) in BOT Road Projects to its Subsidiary Company (M/s. Gayatri Infraventures Ltd) with an intention to dilute a part to strategic investors to raise funds for further investment into BOT projects.

4. Approved of Notice under Section 192A of the Companies Act (by way of Postal Ballot to be completed on or before April 10, 2008) for alteration of Objects Clause to incorporate new objects under Other Objects Clause. The Company has appointed Mr. Y Koteswara Rao, Practicing Company Secretary as scrutinizer.

5. Authorised Share Transfer Committee with the additional powers to allot equity shares to the FCCB holders upon receipt of the conversion notice in future.

6. Approved the application to Central Government under Section 212(8) of the Companies Act, 1956 for obtaining exemption from attaching the financial statements of the Subsidiaries.