Gayatri BioOrganics Ltd Directors Report

To the Members,

The Directors have pleasure in presenting before you the 35th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2026 has been as under:

(Rs. in lakhs)

Particulars	2025-26	2024-25
Revenue from operations	-	-
Other income	-	-
Profit/loss before Depreciation, Finance Costs,	(75.41)	(44.97)
Exceptional items and Tax Expense	-	-
Less: Depreciation/ Amortisation / Impairment	-	-
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(75.41)	(44.97)
Less: Finance Costs	35.77	27.68
Share of loss of an Associate	-	-
Profit /loss before Exceptional items and Tax Expense	(111.18)	(72.65)
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	(111.18)	(72.65)
Less: Tax Expense (Current & Deferred)	-	-
Profit /loss for the year (1)	(111.18)	(72.65)
Total Comprehensive Income/loss (2)	-	-
Total (1+2)	(111.18)	(72.65)
Balance of profit /loss for earlier years	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
EPS (in Rs.)	(0.14)	(0.09)

2. REVIEW OF OPERATIONS:

The Company has not generated any revenue for the FY 2025-26 and the Previous FY 2024-25.

The company has incurred a net loss of Rs. 111.18 Lakhs for the financial year 2025-26 as against the net loss of Rs. 72.65 lakhs for the previous year.

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the year 2025-26.

4. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st, 2026 is Rs. (3700.49) Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Boards Report (i.e. 04.08.2026)

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:

During the year under review, the authorized share capital of the Company stands at Rs. 90,00,00,000/- divided into 9,00,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company stands at Rs. 78,78,81,420/- divided into 7,87,88,142 equity shares of Rs.10/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

During the financial year and Subsequent to Financial Year, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company:

Appointments / Re-appointments:

• Appointment of Mr. Srinivas Iduri as Independent Director of the company w.e.f. 28.05.2025.

• Re-designation of Ms. Meenakshi Ramchand Sachdeva from Non- Executive Non- Independent Director to Independent Director of the company w.e.f. 28.05.2025.

• Re-appointment of Mr. Sreedhara Reddy Kanaparthi as Whole-time Director w.e.f. 14.07.2025.

• Appointment of Ms. Huda Khan as the Company Secretary and Compliance Officer of the Company w.e.f. 15.09.2025.

• Change in designation of Mr. Sreedhara Reddy Kanaparthi from Whole-time Director to Chairman and Managing Director of the Company, with effect from 05.08.2026.

Resignations:

• Resignation of Mr. Murali Vittala as an Independent Director of the company w.e.f. 28.05.2025.

• Resignation of Mr. Ramachandra Seshaprasad Chodavarapu as Independent Director of the company w.e.f. 28.05.2025

• Resignation of Mr. Aamir Tak as Company Secretary and Compliance Officer of the company w.e.f. 17.06.2025.

The Board places on record sincere appreciation for the services rendered by the resigning directors/KMP during their tenure.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. P. V. Narayana Rao, Ms. Meenakshi Ramchand Sachdeva and Mr. Srinivas Iduri independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Companys Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

All the Independent Director of the Company, has successfully passed/exempted from requirement of passing the Online Proficiency Self-Assessment Test conducted by the Indian Institute of Corporate Affairs in terms of the applicable provisions of the Companies Act 2013 and the relevant rules made thereunder, considering their extensive experience and expertise.

14. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

15. BOARD MEETINGS:

The Board of Directors duly met Seven (7) times on 10.04.2025, 28.05.2025, 13.07.2025, 29.07.2025, 15.09.2025, 13.11.2025 and 10.02.2026 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

16. BOARD EVALUATION:

Nomination and Remuneration Committee has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Nomination and Remuneration Committee after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 10.02.2026 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - I to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - II to this report.

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration is nil as no remuneration was paid to Executive Directors of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure V and forms part of this Report.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

22. CEO/ CFO CERTIFICATION:

The Whole-time Director and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-2026 is annexed as Annexure - VIII in this Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies.

24. NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO BE COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the financial year under review, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

25. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013.

27. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Companys website at https://www.gayatribioorganics.com/pdf/Reg46/ PolicyRelated PartyTransactions.pdf. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2025-26, there were no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement of transactions to be entered into with the related parties for FY 2025-26 were approved by the Audit Committee and the same were reviewed and taken note of on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure IV to this report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment

B. Research & Development and Technology Absorption: All the Factors mentioned in Rule 8 (3) (b) Technology absorption are not applicable to the Company.

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: NIL

2. Foreign Exchange Outgo: NIL

29. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 32nd Annual General Meeting held on 28.09.2023, the members of the company approved the appointment of M/s. MGR & Co., Chartered Accountants as Statutory Auditor of the company till the conclusion of 37th Annual General Meeting to be held in the calendar year 2028.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of directors. There are no qualifications or adverse remarks in the Auditors Report which require any clarification or explanation.

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2026 and has noted that the same does not have any reservation, qualification or adverse remarks, except the following:

The Company did not have dues which have not been deposited on account of dispute as on 31.03.2026, except:

Statute	Nature of dues	Period to which the amount Relates	Amount	Forum where dispute is pending
The Customs Act, 1961	Customs Duty	FY1994-95	2,71,73,906	CESAT- Bangalore
Central Excise Act, 1944	Excise Duty including penalty	02/2020 to 08/2014	11,46,91,054	CESAT- Hyderabad
Agricultural Market Committee	Market Cess	2009-10 to 2012-13	97,29,374	The Secretary, Agriculture Market Committee, Sadasivapet.
Income Tax Act	Income Tax - Demand	A.Y 2017-18	7,46,54,849	Appeal to Deputy Commissioner of Income Tax Circle-2(1), Hyderabad
Southern Power distribution company of Telangana Ltd	TGSPDCL	FY2008-09	2,23,25,281	Appeal to High Court of State of Telangana

Reply from management:

With respect to the statutory dues disclosed above which are under dispute, the Management has obtained an independent legal opinion on the respective matters. Based on the legal opinion and the present status of the proceedings, the Management confirms that the amounts are under dispute and the Company is pursuing the appropriate legal remedies before the respective appellate/judicial authorities.

The Management is of the view that the matters will be appropriately dealt with based on the outcome of the ongoing proceedings. The Company has made the necessary disclosures in the financial statements in respect of these disputed dues and will continue to assess the financial implications, if any, as the proceedings progress.

34. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 27.05.2026, was given by M/s. Vivek Surana & Associates, Practicing Company Secretary which was submitted to Stock Exchange within 60 days of the end of the financial year.

35. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries (CP No. 12901) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended 31.03.2026.

The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Practicing Company Secretaries (CP No. 12901) for the financial year ended March 31,2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure- III and forms integral part of this Report.

The Board of Directors, at its meeting held on 28.05.2025, recommended the appointment of M/s. Vivek Surana & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company. Accordingly, the members of the Company, at the Annual General Meeting held on 26.08.2025, approved the appointment of M/s. Vivek Surana & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a period of five (5) consecutive financial years, commencing from FY 2025-26 to FY 2029-30.

The Company did not have dues which have not been deposited on account of dispute as on 31.03.2026, except:

Statute	Nature of dues	Period to which the amount Relates	Amount	Forum where dispute is pending
The Customs Act, 1961	Customs Duty	FY 1994-95	2,71,73,906	CESAT- Bangalore
Central Excise Act, 1944	Excise Duty including penalty	02/2020 to 08/2014	11,46,91,054	CESAT- Hyderabad
Agricultural Market Committee	Market Cess	2009-10 to 2012- 13	97,29,374	The Secretary, Agriculture Market Committee, Sadasivapet.
Income Tax Act	Income Tax - Demand	A.Y 2017-18	7,46,54,849	Appeal to Deputy Commissioner of Income Tax Circle-2(1), Hyderabad
Southern Power distribution company of Telangana Ltd	TGSPDCL	FY 2008-09	2,23,25,281	Appeal to High Court of State of Telangana

Reply from management:

With respect to the statutory dues disclosed above, the Management has obtained an independent legal opinion on the respective matters. Based on the legal opinion and the present status of the proceedings, the Management confirms that the amounts are under dispute and the Company is pursuing the appropriate legal remedies before the respective appellate/judicial authorities.

The Management is of the view that the matters will be appropriately dealt with based on the outcome of the ongoing proceedings. The Company has made the necessary disclosures in the financial statements in respect of these disputed dues and will continue to assess the financial implications, if any, as the proceedings progress.

36. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; During the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company by M/s. VAS & Co., Chartered Accountants., the Internal Auditors of the Company for the fY 2025-26.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Audior, Except the following:

The Company did not have dues which have not been deposited on account of dispute as on 31.03.2026, except:

Statute	Nature of dues	Period to which the amount Relates	Amount	Forum where dispute is pending
The Customs Act, 1961	Customs Duty	FY 1994-95	2,71,73,906	CESAT- Bangalore
Central Excise Act, 1944	Excise Duty including penalty	02/2020 to 08/2014	11,46,91,054	CESAT- Hyderabad
Agricultural Market Committee	Market Cess	2009-10 to 2012-13	97,29,374	The Secretary, Agriculture Market Committee, Sadasivapet.
Income Tax Act	Income Tax - Demand	A.Y. 2017-18	7,46,54,849	Appeal to Deputy Commissioner of Income Tax Circle- 2(1), Hyderabad
Southern Power distribution company of Telangana Ltd	TGSPDCL	FY 2008-09	2,23,25,281	Appeal to High Court of State of Telangana

Reply from management:

With respect to the statutory dues disclosed above which are under dispute, the Management has obtained an independent legal opinion on the respective matters. Based on the legal opinion and the present status of the proceedings, the Management confirms that the amounts are under dispute and the Company is pursuing the appropriate legal remedies before the respective appellate/judicial authorities.

The Management is of the view that the matters will be appropriately dealt with based on the outcome of the ongoing proceedings. The Company has made the necessary disclosures in the financial statements in respect of these disputed dues and will continue to assess the financial implications, if any, as the proceedings progress.

The Board in its meeting held on 19.05.2026, has re-appointed M/s. VAS & Co., Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2026-27.

37. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

38. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013 as on 31.03.2026.

39. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company https://www.gayatribioorganics.com/annualreturns.html.

40. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure V for information of the Members.

42. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website https://www.gayatribioorganics.com/ Policies.html.

43. INSURANCE:

The Company is not having any major fixed asset and therefore no insurance is taken.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is appended as Annexure VI in this annual report for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

45. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

46. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB- SECTION (3) OF SECTION 178:

The Company has devised, inter alia, the following policies viz.:

a. Policy for selection of Directors and determining Directors independence; and

b. Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company.

The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Companys operations. The Policy is available on the Companies Website and can be accesses at https://www.gayatribioorganics.com/Policies.html

The Companys remuneration policy is directed towards rewarding performance, based on review of achievements. The Policy is available on the Companys website and can be accessed at https://www.gayatribioorganics.com/pdf/Policies/NominationRemuneration Policy.pdf .

There has been no change in the above two policies, during the year under review.

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website https://www.gayatribioorganics.com/Policies.html.

48. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee (IC) has not been constituted since there are less than 10 employees in the Company. The following is the summary of sexual harassment complaints received and disposed during the calendar year.

• No. of Complaints Received: Nil

• No. of Complaints Disposed off : Nil

• No. of Cases Pending for more than Ninety Days: Nil

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.gayatribioorganics.com.

54. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares:

The Company had allotted 1,70,06,802 Equity Shares on 13.08.2016 to Mr. T. V. Sandeep Kumar Reddy, Promoter of the Company, pursuant to the conversion of preference shares. During the year under review, the said Equity Shares were admitted to listing and trading on BSE Limited with effect from 02.12.2025.

55. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

56. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become the subsidiaries, joint ventures and associates during the year under review.

57. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2026 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

58. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

59. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a quarterly basis. Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

60. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

61. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company, as the number of employees is below the threshold prescribed under the applicable provisions of the Act.

62. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

63. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through preferential allotment.

64. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks, RBI etc. for their continued support for the growth of the Company.

	For and on behalf of the Board of
	Gayatri BioOrganics Limited
	T.V. Sandeep Kumar Reddy	Sreedhara Reddy Kanaparthi
Place: Hyderabad Date: 04.08.2026	Chairman and Director DIN: 00005573	Whole-time Director DIN:09608890