Update on Amendments to the Securities Purchase Agreement

GAYATRI GHL/SE/2026-27 11t August, 2026 GHEL To, To, The General Manager The Secretary, Department of Corporate Services National Stock Exchange of India Limited BSE Limited 5t Floor, Exchange Plaza Phiroze Jeejeebhoy Towers Plot No.C/1, G Block Dalal Street, Fort Bandra Kurla Complex, Bandra (East) Mumbai-400 001 Mumbai-400 051 Scrip Code: 541546 Scrip Symbol: GAYAHWS Dear Sir / Madam, Sub: Intimation Letter - Update on amendments to the Securities Purchase Agreement (SPA). Ref: Regulation 30 of the Securities Exchange Board of India (Listing Obligation and Disclosure ~ Requirements) Regulations, 2015 and HO/49/14/14(7)2025-CFD- POD2/1/3762/2026, dated January 30, 2026 This is in continuation to our earlier disclosure reporting dated 12 February, 2026, regarding execution of Securities Purchase Agreement under Regulation 30 of the Sccuritics Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Regulations”) and disclosed as required pursuant to the Schedule III of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and HO/49/14/14(7)2025-CFD-POD2/1/3762/2026, dated January 30, 2026. It is hereby informed that said agreement is amended by executing the Amendment Agreement dated 11% August, 2026. Please find attached disclosure in continuation of our disclosure made on 12t February, 2026 w.r.t. The Details required pursuant to the Schedule III of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and HO/49/14/14(7)2025-CFD-POD2/1/3762/2026, dated January 30, 2026 is given in Annexure-1 and Annexure-2. This is for your information and record. Thanking you, Yours faithfully, For Gayatri Highways Lifi RAJKUMAR ot symammin PRAGALLAPATI xcmmraossa ostso P. Raj Kumar Company Secretary and € GAYATRI HIGHWAYS LIMITED Registered & Corporate Office : 5" Floor, A Block, TSR Towers, 6-3-1090, Raj Bhavan Road, Somajiguda, T+91 40 40024262 E-mail : ghl@gayatrihighways.com Hyderabad 500 082. Telangana, India. www.gayatrihighways.com CIN : L45100TG2006PLC052146 Page 10f7 GAYATRI Annexure-1 Disclosure under sub-para (5) [i.e. Agreement(s) (viz. Shareholder agreement(s)] of Para A of Part A of Schedule III to the Regulation 30 of the SEBI Listing Regulations and HO/49/14/14(7)2025-CFD- POD2/1/3762/2026, dated January 30, 2026 S. No. Particulars Cube Highways and Infrastructure V PTE. Limited 51 Name(s) of the Partie(s) with whom the (Purchaser) and Kotak Special Situations Fund and agreement is entered. the Company (as the Sellers) and HKR Roadways Limited Purpose of entering into the agreement; Sale of entire Stake held by the Company in HKR Roadways Limited. Shareholding, if any, in the entity with Not Applicable 53 whom the agreement is executed. Sale of entire stake held by the Company in HKR Roadways Limited to Cube Highways and Infrastructure V PTE. Limited, upon sale they become Significant terms of the agreement (in the sponsors/ Promoter for HKR Roadways Limited. brief) special rights like right to appoint The Company/ HKR Roadways Limited/Seller(s)/ directors, first right to share Buyer(s)/ have to comply certain Pre-disbursement subscription in case of issuance of Conditions, obligations as per the Securities Purchase shares, right to restrict any change in Agreement executed amongst Cube Highways and capital structure etc. Infrastructure V PTE. Limited (as the Purchaser), Kotak Special Situations Fund (KSSF) and the Company (as the Sellers), and HKR Roadways Limited (“HKR”). 55 Whether, the said parties are related to promoter/promoter group/ group The Parties to agreement are not related to companies in any manner. If yes, nature promoter/promoter group/ group companies. of relationship 5.6 Whether the transaction would fall The transaction does not fall within related party within related party transactions? If Transactions. yes, whether the same is done at “arm’s length”; 57 In case of issuance of shares to the Not Applicable parties, details of issue price, class of shares issued; 58 any other disclosures related to such Not Applicable agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc. Date 20260611 T 174402 40530 GAYATRI HIGHWAYS LIMITED Registered & Corporate Office : 5" Floor, A Block, TSR Towers, 6-3-1090, Raj Bhavan Road, Somajiguda, T+91 40 40024262 E-mail : ghl@gayatrihighways.com Hyderabad 500 082. Telangana, India. www.gayatrihighways.com CIN : L45100TG2006PLC052146 Page 2 0f 7 GAYATRI a) name of parties to the agreement: 59 Cube Highways and Infrastructure V PTE. Limited (Purchaser) and Kotak Special Situations Fund and the Company (as the Sellers) and HKR Roadways Limited b) nature of the agreement: Amendment Agreement dated 11t August, 2026 c) date of execution of the agreement; 11 August, 2026 d) details of amendment and impact thereof or £+ 3 i di + th £ In case of termination o amendment of agreement, listed entity shall disclose The Parties wish to amend the Securities additional ~ details to the stock Purchase Agreement (SPA) to record their exchange(s): mutual agreement in respect of: (i) the deletion a) name of parties to the agreement; of the Appointment of Trustee, escrow mechanism (including the execution of the b) nature of the agreement; Escrow Agreement 1, Escrow Agreement 2 and Escrow Agreement 3, and the appointment of c) date of execution of the agreement; the Escrow Agent); (i) the payment of Escrow Amounts 1 and Escrow Amounts 2 to the d) details of amendment and impact respective Sellers on the Closing Date or thereof or reasons of termination and thereafter; (iii) the removal of provisions in impact thereof relation to the WPI Multiplier Event; and (iv) the amendment of the definition of “Long Stop Date” to reflect the extension thereof to August 31, 2026. Impact thereof: The amendments are not expected to have any material adverse impact on the management or control of the Company. The amendments facilitate the completion of the proposed transaction - and provide for the revised mechanism for payment of the Escrow Amounts and the extended Long Stop Date. RAJKUMAR Ditaty sonedoy ey PRAGALLAPA. KUNARPRGALAT = —G AY’ ATRI HIGHWAYS LIMITED T 17:4420.40530 Registered & Corporate Office: 5" Floor, A Block, TSR Towers, 6-3-1090, Raj Bhavan Road, Somajiguda, T+91 40 40024262 E-mail : ghl@gayatrihighways.com Hyderal bad 500 082. Telangana, India. www.gayatrihighways.com CIN : L45100TG2006PLC052146 Page3of7 GAYATRI Annexure-2 Disclosure under sub-para (5A) [Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements and HO/49/14/14(7)2025-CFD-POD2/1/3762/2026, dated January 30, 2026. S. No. Particulars Details of the counterparties: . . PR Cube Highways and Infrastructure V Pte. Limited : t::mlel;tted entity is a party to the (Purchaser) and Kotak Special Situations Fund and N ig'r detailsl of the counterparties Gayatri Highways Limited (as Sellers). None of the : (.inclu ding name and relationship with aforesaid counterparties are related to the listed the listed entity); entity, nor do they belong to the promoter or ’ promoter group of the Company. if listed entity is not a party to the | Not Applicable agreement, i. name of the party entering into such an agreement and the relationship with b [Showing first 8,000 characters — download PDF for full document]