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GAYATRI PROJECTS LIMITED (Incorporated in the Republic of India As a Private Company Limited by Shares on September 15, 1989 Under the Companies Act, 1956)

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GAYATRI PROJECTS LIMITED (Incorporated in the Republic of India As a Private Company Limited by Shares on September 15, 1989 Under the Companies Act, 1956) Placement Document Not for Circulation Serial Number [•] GAYATRI PROJECTS LIMITED (Incorporated in the Republic of India as a private company limited by shares on September 15, 1989 under the Companies Act, 1956) Gayatri Projects Limited (the “Company”) is issuing 6,258,752 equity shares of face value 10 each, (the “Equity Shares”) at a price of 120.18 per Equity Share, including a premium of 110.18 per Equity Share, aggregating to 752.18 Million (the “Issue”). ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL is not an offer to offer an not is AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING DONE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED, (“SEBI REGULATIONS”) AND OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”). THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR, AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTOR WITHIN OR OUTSIDE INDIA OTHER THAN QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN SEBI REGULATIONS). THIS PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”), THE RESERVE BANK OF INDIA (“RBI”), BSE LIMITED (THE “BSE”), THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”), (“COLLECTIVELY REFERRED TO AS “STOCK EXCHANGES”) OR ANY OTHER REGULATORY OR LISTING AUTHORITY AND IS INTENDED ONLY FOR USE BY QUALIFIED INSTITUTIONAL BUYERS (“QIBs”). THE ISSUE IS MEANT ONLY FOR QIBs ON A PRIVATE PLACEMENT BASIS AND IS NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS. This Placement Document has not been and will not be registered as a prospectus with the registrar of companies in India, and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. The Issue proposed to be made pursuant to this Placement Document is meant solely for QIBs on private placement basis. INVESTMENTS IN EQUITY AND EQUITY-RELATED SECURITIES INVOLVE A CERTAIN DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST ANY AMOUNT IN THIS ISSUE UNLESS THEY ARE PREPARED TO BEAR THE RISK OF LOSING ALL OR PART OF THE AMOUNT INVESTED BY THEM. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE SECTION TITLED “RISK FACTORS” ON PAGE 31 BEFORE DECIDING TO INVEST IN THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN EQUITY SHARES BEING ISSUED PURSUANT TO THIS PLACEMENT DOCUMENT. The information on the Company’s website or any website directly or indirectly linked to the Company’s website does not form part of this Placement Document mplete and may be changed. This Preliminary Placement Document Document Placement Preliminary This changed. be may and mplete and prospective investors should not rely on such information contained in, or available through, such websites. Except as disclosed in this Placement Document, the Company’s outstanding Equity Shares, are listed on BSE and NSE. The closing price of Equity Shares on BSE and NSE on December 10, 2012 was 125.90 and 124.10 per Equity Share, respectively. Applications shall be made for the listing of the Equity Shares offered through this Placement Document on BSE and NSE. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of the Company or the Equity Shares. YOU MAY NOT BE AND ARE NOT AUTHORISED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. A copy of this Placement Document has been delivered to the Stock Exchange. A copy of the Placement Document will be filed with the Stock Exchanges in accordance with SEBI Regulations. THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY THE COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF THE EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) pursuant to Section 4(2) of the Securities Act and (b) outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act (“Regulation S”). For further details, see “Transfer Restrictions”. The information in this Preliminary Placement Document is not co not is Document Placement Preliminary this in The information sell Equity Shares and is not soliciting an offer to subscribe to the Equity Shares. Equity to the subscribe to offer an soliciting not is and Shares sell Equity This Placement Document is dated December 17, 2012 Book Running Lead Manager Elara Capital (India) Private Limited Kalpataru Synergy, 6th Level, East Wing, Opp. Grand Hyatt, Santacruz (East), Mumbai - 400 055 India Elara Capital (India) Private Limited 1 TABLE OF CONTENTS CERTAIN DEFINITIONS AND ABBREVIATIONS .............................................................................. 3 NOTICE TO INVESTORS ......................................................................................................................... 6 REPRESENTATIONS BY INVESTORS .................................................................................................. 8 OFFSHORE DERIVATIVE INSTRUMENTS ........................................................................................ 12 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES .................................................................. 13 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................. 14 INDUSTRY AND MARKET DATA ........................................................................................................ 15 FORWARD-LOOKING STATEMENTS ................................................................................................ 16 ENFORCEMENT OF CIVIL LIABILITIES .......................................................................................... 17 EXCHANGE RATE INFORMATION .................................................................................................... 18 SUMMARY OF THE ISSUE .................................................................................................................... 19 SELECTED FINANCIAL INFORMATION OF OUR COMPANY ..................................................... 25 RISK FACTORS ........................................................................................................................................ 31 MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE EQUITY SHARES ..................................................................................................................................... 51 USE OF PROCEEDS ................................................................................................................................. 53 CAPITALISATION ................................................................................................................................... 54 DIVIDEND POLICY ................................................................................................................................. 55 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................. 56 INDUSTRY OVERVIEW ........................................................................................................................... 75 BUSINESS .................................................................................................................................................... 81 BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ..............................................112 PRINCIPAL SHAREHOLDERS .............................................................................................................121 REGULATIONS AND POLICIES ..........................................................................................................125 OVERVIEW OF THE SUBSIDIARIES .................................................................................................131 ISSUE PROCEDURE ...............................................................................................................................136 PLACEMENT ...........................................................................................................................................144
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