Gayatri Highways Ltd Directors Report

To

The Members,

Your Board of Directors (the ‘Board) has immense pleasure in presenting the 19th Annual Report of Gayatri Highways Limited (the "GHL" or "Company"). The Boards Report is prepared based on the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2025. The Audited Consolidated Financial Statements of the Company shall form part of this report.

1. FINANCIAL SUMMARY: A) STANDALONE

Standalone Financial Results of your company for the year ended 31st March 2025 are as follows:

(Amount in Lakhs)

Sl. No. Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024
1) INCOME
Revenue from operations	569.02	172.00
Other income	2,017.64	2,190.72
TOTAL	2,586.66	2,362.72
2) EXPENDITURE
Operations & Maintenance Expenses	535.98	143.26
Employee Benefits Expenses	11.33	8.09
Finance Costs	1,509.30	1,509.30
Depreciation expenses	6.69	8.06
Other Expenses	492.69	755.95
TOTAL	2,555.99	2,424.66
3) Profit /(Loss) before tax from continuing operations	30.67	(61.94)
- Income Tax	—	5.34
4) Exceptional loss	—	(10.00)
5) Profit/(Loss) for the year	30.67	(77.25)
6) Other Comprehensive Income	(12.91)	4.79
7) Total Comprehensive Income	17.76	(72.46)
Earnings (Loss) per Share – Basic & Diluted	0.01	(0.03)

B) CONSOLIDATED

The Consolidated Financial Results of your company for the year ended 31st March 2025 are as follows:

(Amount in Lakhs)

Sl. No. Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024
1) INCOME
Revenue from operations	569.02	172.00
Other income	2,017.64	2,034.35
TOTAL	2,586.66	2,206.35
2) EXPENDITURE
Operations & Maintenance Expenses	535.98	143.26
Employee Benefits Expenses	11.33	8.09
Finance Costs	1,509.30	1,509.30
Depreciation expenses	6.69	8.06
Other Expenses	493.83	756.87
TOTAL	2,557.13	2,425.58
3) Profit/(Loss) before tax from continuing operations	29.53	(219.23)
- Income Tax	—	5.34
Exceptional Income	—	(11,529.80)
Profit/(Loss) for the year from continuing operations	29.53	(11,754.34)
Loss before tax from discontinued operations	(21,251.36)	(30,390.97)
- Gain on relinquishment of SMTL	1,33,793.63	—
- Income Tax	—	—
Profit/(Loss) for the year from discontinued operations	1,12,542.27	(30,390.97)
Share of profits/ (losses) in the Jointly controlled entities	324.03	(1,967.12)
4) Profit/(Loss) for the year	1,12,895.83	(44,112.43)
Other comprehensive income-
Re-measurement of the defined benefit plans	(12.91)	4.79
5) Total comprehensive income/(loss) for the year	1,12,882.92	(44,107.64)
Earnings (Loss) per Share – Basic & Diluted	47.10	(18.40)

STATE OF COMPANYS AFFAIRS:

During the year, the Company achieved revenue of 2,586.66 Lakhs and acheived net profit of 17.76 Lakhs on a Standalone basis and the consolidated revenue was 2,586.66 Lakhs for continuing operations and total income after non-controlling interests was 1,12,882.92 Lakhs. Further the Company is exploring new opportunities.

FUTURE OUTLOOK

Indias infrastructure sector continues to serve as a cornerstone of national development, with roads and highways playing a critical role in connecting people, markets, and industries. As India pursues its ambition to become a US$ 26 trillion economy by 2047, infrastructure development—especially road construction—remains central to enhancing productivity, reducing logistics costs, and improving ease of doing business.

The Government of India has reaffirmed its commitment to large-scale infrastructure expansion through continued investments under flagship programmes such as PM GatiShakti, Bharatmala Pariyojana, the National Infrastructure Pipeline (NIP), and the National Monetization Pipeline (NMP). These initiatives are driving integrated planning and accelerated execution of transportation infrastructure projects, particularly in the roads and highways sector.

In the Union Budget 2025–26, the infrastructure allocation has been increased to Rs. 11.1 lakh crore (approx. US$ 133 billion), with special emphasis on sustainable transportation, multimodal logistics, and digital monitoring of projects. The Ministry of Road Transport and Highways (MoRTH) alone has been allocated over Rs. 1.5 lakh crore, reaffirming the governments resolve to upgrade national highway corridors, enhance expressway networks, and improve last-mile connectivity across the country.

Under PM GatiShakti, over 2 lakh km of national highways are proposed to be completed by FY 2026, and dedicated logistics zones and multimodal terminals are being developed to ease freight movement. This unified master plan now integrates railways, roads, ports, airways, and even energy grids, creating unprecedented opportunities for EPC and HAM contractors in the road sector.

Private sector participation in highway development under PPP, BOT, HAM, and TOT models continues to gain traction. Recent policy reforms, digital procurement platforms, and viability gap funding have further streamlined participation by infrastructure developers.

Your Company remains focused on leveraging these opportunities by:

• Evaluating new concession models and bidding for viable NHAI/MoRTH projects

• Strengthening execution capacity through technology-enabled project management

• Enhancing collaboration with existing Special Purpose Vehicles (SPVs)

• Strictly adhering to evolving ESG norms, safety regulations, and fiscal discipline

Despite challenges such as rising input costs, land acquisition delays, and financing constraints, the long-term outlook for the road construction sector remains strong and resilient. The governments thrust on capital expenditure, digital highways, and green infrastructure will continue to open new avenues for execution-driven and compliance-oriented companies like ours.

Infrastructure support to nations manufacturers also remains one of the top agendas as it will significantly transform goods and exports movement making freight delivery effective and economical.

Your Company is exploring new opportunities to identify suitable and viable project or to continue and strengthen its present business with its existing SPVs keeping in view the current business conditions, financial constraints, modern technologies, project deadlines, safety protocols, compliances and market margins.

Your Company remains committed to contributing meaningfully to Indias infrastructure growth journey by adopting innovative construction methods, aligning with national priorities, and delivering projects with integrity, efficiency, and sustainable value.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business in your Company during the year under review.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Companys website; the web link for the same is https://www.gayatrihighways.com/ExtractOfAnnualReturn.html

BOARD MEETINGS

During the year ended 31st March, 2025, Seven Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The dates on which the Board meetings were held are 29th May, 2024, 30th July, 2024, 27th August, 2024, 12th November, 2024, 26th November, 2024, 30th November, 2024 and 12th February, 2025.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during the year ended 31st March, 2025 is as follows:

Name of the Director		Number of Board Meetings
	Held	Attended	Entitled to attend
Mr. M.V. Narasimha Rao	7	6	7
Mr. G. Jagannadha Rao	7	6	7
Ms. P. Laxmi	7	7	7
Mr. Krishnamurthy Chaturvedi	7	7	7
Mr. Desina Balarama Krishna	7	7	7
Ms. V. Sindhuja Pothapragada	7	7	7

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Mr. M.V. Narasimha Rao-	Chairman
Mr. G. Jagannadha Rao	- Member
Ms. P. Laxmi	- Member

During the financial year ended 31^st March, 2025, Six meetings were held by the Audit Committee on 29^th May, 2024, 30^th July, 2024, 12^th November, 2024, 26^th November, 2024, 30^th November, 2024 and 12^th February, 2025.

There has been no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has a Nomination, Remuneration and Evaluation Policy in place and is made available on Companys website, and can be accessed at:

https://www.gayatrihighways.com/pdf/CorpGov/Nomination_Remuneration_and_Evaluation_Policy.pdf

The Nomination and Remuneration Committee discusses and decides the appointment of the Board of Directors and Key Managerial Personnel and their remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act.

The Committee is headed by Mr. G. Jagannadha Rao as Chairman and Mr. M.V. Narasimha Rao and Ms. P. Laxmi as members of the Committee.

During the financial year ended 31st March, 2025, two meetings were held by the Nomination and Remuneration Committee on 26th July, 2024 and 12th February, 2025.

The Nomination, Remuneration & Evaluation Policy is annexed as Annexure-I.

LISTING FEES

Your Company has paid the requisite Annual Listing fees to National Stock Exchange of India Limited (Symbol: GAYAHWS) and BSE Limited (Scrip Code: 541546) where its securities are listed.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies were selected and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2025 and of the profit and loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is NOT APPLICABLE

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no changes in the Directors and Key Managerial Personnel during the year under review.

RETIREMENT OF DIRECTORS BY ROTATION

Directors are not required to retire by rotation.

DISQUALIFICATIONS OF DIRECTORS, IF ANY

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration of independence as required under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA).

ONLINE PROFICIENCY SELF-ASSESSMENT TEST

All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affairs (IICA).

CONFIRMATION FROM THE BOARD ON FULFILLMENT OF THE INDEPENDENCE CRITERIA OF 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 fulfill 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.

AUDITORS REPORT

The Independent Auditors Report issued by M/s. PRSV & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company on the Standalone and Consolidated Financial Statements of the Company have qualifications.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT: Auditors Qualification (Standalone)

1. The Company has written back Zero Interest Sub-ordinate Loan (ZISL) payable to Gayatri Projects Limited (GPL) of Rs. 17,887.51 Lakhs during the financial year 2022-23 which has been subject to confirmation from GPL. In the absence of balance confirmation, we are unable to comment upon the aforesaid write back and the carrying value of the payable as at 31 March 2025 or any adjustments required to and the consequent impact if any, on the financial statements had the confirmation been received from the GPL. Further, the Company did not get the confirmation of loan balance from GPL for non-interest-bearing loan amount due to them of Rs. 7,403.47 as GPL is under IBC.

Explanation:

As per the terms of the MOU dated 20.03.2019 between the parties, the ZISL is no more payable to Gayatri Projects Limited and hence the company has written back the ZISL. Management is unable to estimate the impact due to the non-confirmation of balances by GPL. The management further informed that GPL is in NCLT under IBC.

2. The Company has defaulted in repayment of outstanding term loan of Rs. 3,822.65 Lakhs and outstanding accumulated interest of Rs. 1,193.21 Lakhs (Interest was recognized in the financial statements till 31 March 2023) payable to IL&FS Financial Services Limited. The company has been calculating and recognizing interest only on the defaulted principle of Rs. 3,822.65 Lakhs as per the existing loan agreement since the Company has not received balance confirmation from the said lender. In the absence of balance confirmation, we are unable to comment on the carrying value of term loan principle and outstanding interest as at 31 March 2025 or any adjustment required to and the consequent impact if any on the financial statements had the confirmations been received from the lender.

Explanation:

The Company has requested for confirmation of balances and is yet to be received.

3. The Company did not provide interest on the outstanding term loan of Rs. 3,822. 65 Lakhs due to IL&FS Financial Services Limited for the period 01 April 2023 to 31 March 2025. The Companys records indicate that, had management provided interest for the period 01 April 2023 to 31 March 2025, the cumulative loss and the corresponding liability would have been increased by Rs. 1,146.80 Lakhs and total equity would have been reduced by Rs. 1,146.80 Lakhs calculated on interest of 15% p.a.

Explanation:

The Lender has already claimed the amounts from the Guarantor M/s.Gayatri Projects Limited. Further the lender has already submitted the claim to NCLT under IBC, 2016 against the Guarantor namely M/s.Gayatri Projects Limited and NCLT has admitted and appointed CIRP. As the matter is under dispute, the Company did not provide interest for the said period.

4(a) The Company has invested Rs.434.32 lakhs as equity and 0.001% optionally convertible debentures of Rs. 1,112.48 lakhs as well as advanced loans including interest till 31 March 2025 of Rs. 2,642.17 lakhs. Further it has to receive an amount of Rs.83.52 lakhs towards receivable for deputation. All these amounts aggregate to Rs. 4,272.49 lakhs in Cyberabad Expressways Limited (CEL), a jointly controlled entity.

As per the audited financial statements of the CEL as on 31 March 2025, the negative net worth stood at Rs. 11,513.94 lakhs. Consequent to the erosion in the net worth of CEL, the exposure of the Company to the extent of Rs. 4,272.49 lakhs is required to be impaired fully. IndAS 36 requires the company to provide for impairment in the value of investments and other financial assets by providing for the amount of impairment in the Profit & Loss Account.

4 (b) The Company has invested Rs. 1,581.36 lakhs as equity (50% share in equity) and Rs. 20.88 lakhs towards receivable for deputation aggregating to Rs. 1,602.24 lakhs in Hyderabad Expressways Limited (HEL), a jointly controlled entity.

As per the audited financial statements of the HEL as on 31 March 2025, the positive net worth stood at Rs. 7,745.55 lakhs including a loan of Rs. 5,114.52 lakhs advanced to CEL. As per the above paragraph, CEL has a negative net-worth of Rs. 11,513.95 lakhs as on 31 March 2025.

Continuing for the reasons stated in the above paragraph, the loan advanced by HEL is in our opinion, doubtful of recovery resulting in reduction of net-worth of HEL to Rs. 2,631.03 lakhs. The Company owns 50% of the equity share capital of HEL and hence the Company share of net-worth in HEL works out to Rs. 1,315.52 lakhs vis-?-vis the exposure of Rs. 1,602.24 lakhs. This result in impairment to an extent of Rs.286.73 Lakhs from out of the investments made in HEL and Receivables due. Ind AS 36 requires the company to provide for this impairment in the value of investments and other financial assets by providing for the amount of impairment in the Profit & Loss Account.

Since the Company has not impaired the cost of investments, debentures, loans granted to jointly controlled entities and trade receivables to an extent of Rs. 4,272.49 lakhs to CEL and Rs.286.73 Lakhs to HEL in its books, the Loss for the year and other Comprehensive Income are understated by the said amount. The Other Equity in the balance sheet is overstated by Rs. 4,559.22 lakhs. Our conclusion on the statement is qualified in respect of the above matters.

Explanation:

There is an income receivable by Cyberabad Expressways Limited (CEL) due from the Government of Telangana/HGCL/HMDA. The company has won the case in Arbitration, Commercial court and two additional cases in Honble High Court of Telangana. Eventhough Section 37 petition is pending in Honble High Court of Telangana, the company is insisting the payment of dues through an Executive Petition in Commercial Court which is pending. The Company further informed that it is confident of winning the case and receive the amount of Rs. 400 Crores (approx.) from the Government of Telangana/HGCL/HMDA. But as there is still an opportunity to the government to further escalate the case in higher legal forums like High Court or Supreme Court, CEL, a Jointly controlled Entity, has not recognized the income as the receipt of funds is contingent in nature. Accordingly, the management has not impaired its cost of investments, loans and receivables from CEL and also from HEL.

Auditors Qualification (Consolidated)

1. The Holding Company has written back Zero Interest Sub-ordinate Loan (ZISL) payable to Gayatri Projects Limited (GPL) of Rs. 17,887.51 Lakhs during the financial year 2022-23 which has been subject to confirmation from GPL. In the absence of balance confirmation, we are unable to comment upon the aforesaid write back and the carrying value of the payable as at 31 March 2025 or any adjustments required to and the consequent impact if any, on the financial statements had the confirmation been received from the GPL. Further, the Company did not get the confirmation of loan balance from GPL for non-interest-bearing loan amount due to them of Rs. 7,403.47 as GPL is under IBC.

Explanation:

As per the terms of the MOU dated 20.03.2019 between the parties, the ZISL is no more payable to Gayatri Projects Limited and hence the company has written back the ZISL. Management is unable to estimate the impact due to the non-confirmation of balances by GPL. The management further informed that GPL is in NCLT under IBC.

2. The Holding Company has defaulted in repayment of outstanding term loan of Rs. 3,822.65 Lakhs and outstanding accumulated interest of Rs. 1,193.21 Lakhs (Interest was recognized in the financial statements till 31 March 2023) payable to IL&FS Financial Services Limited. The company has been calculating and recognizing interest only on the defaulted principle of Rs. 3,822.65 Lakhs as per the existing loan agreement since the Company has not received balance confirmation from the said lender. In the absence of balance confirmation, we are unable to comment on the carrying value of term loan principle and outstanding interest as at 31 March 2025 or any adjustment required to and the consequent impact if any on the financial statements had the confirmations been received from the lender.

Explanation:

The Company has requested for confirmation of balances and is yet to be received.

3. The Holding Company did not provide interest on the outstanding term loan of Rs. 3,822.65 Lakhs due to IL&FS Financial Services Limited for the period 01 April 2023 to 31 March 2025. The Companys records indicate that, had management provided interest for the period 01 April 2023 to 31 March 2025, the cumulative loss and the corresponding liability would have been increased by Rs. 1,146.80 Lakhs and total equity would have been reduced by Rs. 1,146.80 Lakhs calculated on interest of 15% p.a.

Explanation:

The Lender has already claimed the amounts from the Guarantor M/s.Gayatri Projects Limited. Further the lender has already submitted the claim to NCLT under IBC, 2016 against the Guarantor namely M/s.Gayatri Projects Limited and NCLT has admitted and appointed CIRP. As the matter is under dispute, the Company did not provide interest for the said period.

4(a) The Holding Company has advanced loans including interest till 31 March 2025 of Rs. 2,642.17 lakhs. Further it has to receive an amount of Rs.83.52 lakhs towards receivable for deputation.

All these amounts aggregate to Rs. 2,725.69 lakhs in Cyberabad Expressways Limited (CEL), a jointly controlled entity.

As per the audited financial statements of the CEL as on 31 March 2025, the negative net worth stood at Rs. 11,513.94 lakhs. Consequent to the erosion in the net worth of CEL, the exposure of the Company to the extent of Rs. 2,725.69 lakhs is required to be impaired fully. IndAS 36 requires the company to provide for impairment in the value of investments and other financial assets by providing for the amount of impairment in the Profit & Loss Account.

4(b) The Holding Company has invested Rs. 2,429.51 lakhs (including accumulated share of profit as per equity method Rs. 848.15 lakhs) as equity (50% share in equity) and Rs. 20.88 lakhs towards receivable for deputation aggregating to Rs. 2,450.39 lakhs in Hyderabad Expressways Limited (HEL), a jointly controlled entity.

As per the audited financial statements of the HEL as on 31 March 2025, the positive net worth stood at Rs. 7,745.55 lakhs including a loan of Rs. 5,114.52 lakhs advanced to CEL. As per the above paragraph, CEL has a negative net-worth of Rs. 11,513.95 lakhs as on 31 March 2025. Continuing for the reasons stated in the above paragraph, the loan advanced by HEL is in our opinion, doubtful of recovery resulting in reduction of net-worth of HEL to Rs. 2,631.03 lakhs. The Company owns 50% of the equity share capital of HEL and hence the Company share of net-worth in HEL works out to Rs. 1,315.52 lakhs vis-?-vis the exposure of Rs. 2,450.39 lakhs. This result in impairment to an extent of Rs. 1,134.87 lakhs from out of the investments made in HEL and Receivables due. Ind AS 36 requires the company to provide for this impairment in the value of investments and other financial assets by providing for the amount of impairment in the Profit & Loss Account.

Since the holding company has not impaired the cost of investments, debentures, loans granted to jointly controlled entities and trade receivables to an extent of Rs. 2,725.69 lakhs to CEL and Rs.1,134.87 lakhs to HEL in its books, the Loss for the year and other Comprehensive Income are understated by the said amount. The Other Equity in the balance sheet is overstated by Rs. 3,860.56 lakhs. Our conclusion on the statement is qualified in respect of the above matters.

Explanation:

There is an income receivable by Cyberabad Expressways Limited (CEL) due from the Government of Telangana/HGCL/HMDA. The company has won the case in Arbitration, Commercial court and two additional cases in Honble High Court of Telangana. Eventhough Section 37 petition is pending in Honble High Court of Telangana, the company is insisting the payment of dues through an Executive Petition in Commercial Court which is pending. The Company further informed that it is confident of winning the case and receive the amount of Rs. 400 Crores (approx.) from the Government of Telangana/HGCL/HMDA. But as there is still an opportunity to the government to further escalate the case in higher legal forums like High Court or Supreme Court, CEL, a Jointly controlled Entity, has not recognized the income as the receipt of funds is contingent in nature. Accordingly, the management has not impaired its cost of investments, loans and receivables from CEL and also from HEL.

5. We were informed that the Holding Company did not receive the audited financial statements of Indore Dewas Tollways Limited (IDTL), which is a material subsidiary of the Holding Company for the quarter and year ended 31 March 2025 for the reasons stated there under. We were informed that the honble NCLT bench at Hyderabad had admitted IDTL into Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code (IBC), 2016 (as amended) and appointed Interim Resolution Professional (IRP). Further, a liquidator has been appointed for liquidation of IDTL. In this regard, we were informed that the Holding Company has compiled the financials results of IDTL for the year ended 31 March 2025 that were included in the statement by adopting the following procedure.

For the period 01st April 2023 to 30th October 2023, based on books of accounts and for the period 31st October 2023 to 31st March 2025, as nil transactions.

In the absence of the consolidation of subsidiary for the full year, we are unable to determine the effects on the consolidated financial statements of the failure to consolidate the subsidiary for the full year.

Explanation:

The honble NCLT bench at Hyderabad had admitted IDTL into Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code (IBC), 2016 (as amended) and appointed Interim Resolution Professional (IRP) with effect from 31st October, 2023. We have pursued the IRP of IDTL to provide the annual accounts for the financial year 2023-24, but we have not received any information or response from him. Hence we have prepared the consolidated accounts based on the available information from 1st April 2023 to 30th October 2023. Further a liquidator has been appointed for liquidation of IDTL.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investment made or guarantee given or security provided under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and is annexed to this Boards Report in Form AOC-2 as Annexure – II. There are no materially 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.

All the related party transactions are approved by the Audit Committee and Board of Directors in line with the Related Party Transactions Policy 01-04-2022 which includes material related party transactions for the purpose of identification and monitoring of such transactions and such Policy is placed on the website of the Company and the web link is https://www.gayatrihighways.com/pdf/CorpGov/Related_Party_Transaction_Policy_01-04-2022.pdf

FAMILIARISATION PROGRAMMES

Your Company conducts familiarization programme for the Independent Directors to enable them to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company. They are given full opportunity to interact with senior management personnel and are provided with all the documents Gayatri Highways Limited 19th Annual Report 2024-25 required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part. The Familiarisation Programme was imparted to the Independent Directors during the meeting of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at https://www.gayatrihighways.com/DirectorsFamiliarisationProgramme.html

CODE OF CONDUCT

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your company have Complies with the Code as mentioned hereinabove. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31st March, 2025.The said Code is available on the website of the your Company at: https://www.gayatrihighways.com/pdf/CorpGov/GHL-Code%20of%20Conduct.pdf

TRANSFER OF AMOUNT TO RESERVES

Since the Company has not made any substantial profits for the Financial Year ended 31st March, 2025, the Company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares or Preference Shares for the financial year ended 31st March, 2025.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: Not Applicable i) the steps taken or impact on conservation of energy; NA ii) the steps taken by the company for utilising alternate sources of energy; NA iii) the capital investment on energy conservation equipments; NA

B. TECHNOLOGY ABSORPTION: Not Applicable

i) the efforts made towards technology absorption; NA ii) the benefits derived like product improvement, cost reduction, product development or import substitution; NA iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NA

(a) the details of technology imported; NA (b) the year of import; NA

(c) whether the technology been fully absorbed; NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA and

e) the expenditure incurred on Research and Development; Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Not Applicable

Total Foreign Exchange Earned: Nil Total Foreign Exchange Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy and the regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as it does not fall under the category of top [1000] listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year.

The Company has implemented a standard operating procedure for all accounting and financial matters to reduce accounting and financial risk to minimal levels and to ensure that the financial statements are free of material misstatements.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The Company has Corporate Social Responsibility Policy in place and is made available on Companys website, and can be accessed through the weblink:

https://www.gayatrihighways.com/pdf/CorpGov/GHL%20-%20Corporate%20Social% 20Responsibility%20Policy.pdf

The Corporate Social Responsibility committee was constituted as follows:

Mr. M.V. Narasimha Rao	– Chairman
Mr. G. Jagannadha Rao	– Member
Ms. P. Laxmi	– Member

The Committee meetings are held as and when required by the Company.

Since there are no profits in the Company during the immediately preceding financial year exceeding the threshold, the company was not required to spend the amount towards Corporate Social Responsibility. The Corporate Social responsibility policy of the Company is annexed herewith as Annexure-III.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standards Ind AS – 110, Ind AS – 28 and Ind AS 31 issued by the Institute of Chartered Accountants of India and specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, your Board is attaching the Consolidated Financial Statements for the financial year ended 31st March 2025, which forms part of the Annual Report and accounts.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website https://www.gayatrihighways.com/annual-reportsibsidary.html and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

SUBSIDIARY COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2025, your Company has Four subsidiaries and three Jointly Controlled Entities and is as follows:

Subsidiaries:

Gayatri Jhansi Roadways Limited Gayatri Lalitpur Roadways Limited Indore Dewas Tollways Limited Balaji Highways Holding Private Limited

Jointly Controlled Entities:

Hyderabad Expressways Limited Cyberabad Expressways Limited HKR Roadways Limited

A statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures in Form AOC - 1 is enclosed herewith as Annexure-IV

Indore Dewas Tollways Limited (IDTL)

The Honble NCLT Bench at Hyderabad had admitted IDTL into CIRP vide its order dated 31.10.2023, in response to the application made by Union Bank of India, SAM Branch, Hyderabad under the provision of Section 7 of IBC, 2016 against the default of Rs.194,24,55,662.20/- outstanding loan to the bank and appointed Mr. Madhu Sudhanarao Mallipaddi an Insolvency Professional with IBBI Regn No. IBBI/IPA–001/IP-P-02633/2022–2023/ 14081 as Interim Resolution Professional (herein after called IRP).

The IRP has made public announcement in Form-A (Under Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016) for the attention of the creditors of Indore Dewas Tollways Limited in Financial Express, English, Hyderabad Edition, Nava Telangana, Telugu, Hyderabad Edition, Times of India, English, Indore Edition and Swadesh, Hindi, Indore Edition on 04.11.2023 to submit their claims on or before 14.11.2023.

The IRP has received claims of Rs.648,15,30,921.43/- from Union Bank of India, State Bank of India, Punjab National Bank and India Infrastructure Finance Company Limited (IIFCL).

The IRP has constituted the COC with Union Bank of India, State Bank of India, Punjab National Bank and India Infrastructure Finance Company Limited (IIFCL) as its members and COC has appointed him as Resolution Professional with effect from 04.12.2023.

Pursuant to the vide NCLT order No. IA (IBC) (Liquidation)) No.21/2024 in CP (IB).398/7/HDB/2022 dated 25th February, 2025 has directed for Liquidation of Indore Dewas Tollways Limited (Corporate Debtor) and it shall be conducted in the manner as laid down in Chapter III of Part II of the IBC, 2016.

Some important points of the NCLT order No. IA (IBC) (Liquidation)) No.21/2024 in CP (IB).398/7/HDB/2022 dated 25th February, 2025 as follows:

- Liquidator Appointed

- No suit or other legal proceedings shall be instituted by or against the Corporate Debtor

- Ceasing of Moratorium Declared

- Ceasing of all powers of the Board of Directors, Key Managerial Personnel and Partners of the Corporate Debtor and

- Discharge of the officers, employees and workmen except when the business of the Corporate Debtor is continued during the Liquidation process by the Liquidator.

Status of Financial Statements of IDTL and its consolidation:

With regard to the Status of financial Statements, IRP has represented that there is no business activity after his appointment i.e., 31.10.2023. Hence the consolidated financial statements were being prepared based on accounts updated upto 30.10.2023 and assumed no significant transactions during 31.10.2023 to 31.12.2023 as represented by IRP and also there is no information provided by IRP/ Liquidator for the period 01.01.2023 to 31.03.2025.

Sai Maatarini Tollways Limited (SMTL)

During the year, Sai Maatarini Tollways Limited ceased to be a subsidiary of the Company pursuant to the Special Resolution passed by the Shareholders through Postal Ballot with the requisite majority on 5th January 2025, and the Voting Results along with the Scrutinizers Report were submitted by the Company to BSE and NSE on 6th January 2025.

Other than the above, no entity ceased to be a subsidiary, joint venture, or associate company of the Company.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As per Rule 8 of Companys (Accounts) Rules, 2014 a Report on the financial performance of subsidiaries, associates and joint venture companies along with their contribution to the overall performance of the Company during the Financial Year ended 31st March, 2025 is enclosed as Annexure-V.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the financial year.

STATUTORY AUDITORS

M/s. PRSV & Co. LLP, Chartered Accountants, bearing ICAI Regd. No. S200016, were appointed as statutory auditors of the Company to hold office from the conclusion of 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Hence, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has ensured that appropriate policies and procedures are adopted for ensuring orderly and efficient conduct of the business, including adherence to Companys policies, the safeguarding of its assets, prevention and detection of fraud and error, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The Company has Internal Financial Controls with reference to the Financial Statements commensurate with the size of the operations of the Company and adequate and operating efficiently.

SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 2,156,306,800 divided into 239,651,900 Equity Shares of Rs.2/- each fully paid up and 167,700,300 9% Non-convertible Cumulative Redeemable Preference shares (NCRPS) of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses viz., infrastructure BOT, Annuity projects and their adequacy, Risk Management Systems and other material developments during the financial year. The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, is enclosed as Annexure-VI.

CEO AND CFO CERTIFICATION

The annual certification given by the Chief Executive Officer and Chief Financial Officer of the Company is published in this Annual Report.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have appointed M/s V. Shankar & Co., Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2025. The Secretarial Auditors Report issued in Form MR-3 is annexed to this Boards Report as Annexure-VII.

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

The Secretarial Audit of Material Unlisted Subsidiaries of your Company i.e., Gayatri Jhansi Roadways Limited (GJRL) and Gayatri Lalitpur Roadways Limited (GLRL) for the Financial Year ended 31st March, 2025 was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of all the above mentioned Material Unlisted Indian Subsidiaries issued by Mr. C.N. Kranthi Kumar, Company Secretary in Practice does not contain any qualifications, reservations or adverse remarks or disclaimers.

The Honble NCLT Bench at Hyderabad had admitted one of the Material Unlisted Subsidiary of your Company i.e., Indore Dewas Tollways Limited (IDTL) into Corporate Insolvency Resolution Process vide its order dated 31.10.2023, in response to the application made by Union Bank of India, SAM Branch, Hyderabad under the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016, and had appointed an Interim Resolution Professional.

The Company has not received the Secretarial Audit Report for the financial year ended 31st March, 2025 with respect to IDTL from the Resolution Professional accordingly above said Secretarial Audit Report is not attached to this Board Report.

The Secretarial Auditors Report of GJRL and GLRL in Form MR-3 are annexed to this Boards Report as Annexure-VIII(A) and (B) respectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken a check by the Practicing Company Secretary on annual basis on compliance of all applicable Securities and Exchange Board of India Regulations and circulars/ guidelines issued there under for the Financial Year ended 31st March, 2025 as per SEBI Circular No. CIR/CFD/CMD1/27/2019, Dated February 08, 2019 as amended from time to time. The Annual Secretarial Compliance Report issued by Mr. C.N.Kranthi Kumar, Company Secretary in Practice has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 31st March, 2025 and same is annexed to this Boards Report as Annexure-VIII (C). STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS

The Statement on Impact of Audit Qualifications on the Standalone and Consolidated Financial Statements as stipulated in Regulation 33(3)(d) of the SEBI (LODR) Regulations, 2015 for the Financial Year ended 31st March, 2025 is attached to the Financial Statements.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COMPANY SECRETARY IN PRACTICE IN THEIR SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors of the Company in their Secretarial Audit Report. Therefore, no explanations or comments from the Board are required.

DETAILS OF FRAUDS

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed Ms. K.V. Meher Vani, Chartered Accountant (M.No.214471) (Rep. by Shalang Advisory Services (OPC) Private Limited) as an Internal Auditor to conduct Internal Audit of the Company.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As Company has not done any one time Settlement during the year under review hence no disclosure is required.

CORPORATE GOVERNANCE REPORT

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A separate report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is enclosed as Annexure-IX as a part of the Annual Report along with the certificate from the Company Secretary in Practice regarding compliance of conditions of corporate governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company had been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are covered under the Whistle Blower Policy.

DETAILS OF SHAREHOLDERS COMPLAINTS:

Shareholders / Investors Complaints	No. of Complaints
Complaints as on April 01, 2024	0
Complaints received during 2024-2025	0
Complaints not solved to the satisfaction of shareholders	NA
Complaints pending as on 31st March, 2025	0

During the year, there were no complaints were received from shareholders.

PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations) on prevention of insider trading, your Company has in place a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive information including a policy for determination of legitimate purposes along with the Institutional Mechanism for prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of schedule IV (Code for Independent Directors) of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, a meeting of the Independent Directors of the Company was held in the financial year on 12th February, 2025, without the attendance of Non-Independence Directors and members of the management.

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

The provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are not applicable to the Company and the constitution of Internal Complaints Committee is also not applicable to the Company.

STATEMENT OF COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is not required to comply with the relevant provisions of the Maternity Benefit Act, 1961 during the period.

Number of employees as on the closure of financial year (April 1, 2024 to March 31, 2025)

Gender	Number
Female	0
Male	3
Transgender	0
Total	3

ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) and is preparing and presenting its financial statements in Ind AS starting from the Financial Year 2016-17 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access. The Company is conducting training programs for its employees at regular intervals to educate the employees on safe usage of the Companys networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the Companys data. The Board of Directors are reviewing the cyber security risks and mitigation measures from time to time.

GIVEN BELOW ARE THE VARIOUS STEPS TAKEN BY THE COMPANY FOR PREVENTION OF INSIDER TRADING: i) The Company has adopted the Policy on Code of Practices and Procedures for Fair Disclosures; ii) The Company has adopted Whistle Blower Policy; iii) The Company is closing the Trading Window during the period of declaration of Financial Results; iv) Identification of employees who have access to Unpublished Price Sensitive Information (UPSI) as designated persons; and v) Structured Digital Data Base software is maintained by the Company internally for recording the communication of the UPSI.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, quarterly audit of the Companys share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretarys Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.

ACKNOWLEDGEMENTS

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business Partners/ Associates, Financial Institutions, Insurance Companies, Central and State Government Departments for their continued support and encouragement to the Company.

We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.

	For and on behalf of the Board of Directors
Place: Hyderabad	M.V.NARASIMHA RAO	KRISHNAMURTHY CHATURVEDI
Date: 12th August, 2025	DIRECTOR	DIRECTOR
	DIN: 06761474	DIN:08661228