Gayatri Projects Ltd Directors Report

To the Members,

The Board of Directors present the 36 th Boards Report of the Company together with the summary of standalone and consolidated financial Statements for the year ended 31 st March, 2025.

Corporate Insolvency Resolution Process

As informed earlier, Corporate Insolvency Resolution Process (CIRP) was commenced against the Company w.e.f. November 15, 2022 pursuant to order of Honble NCLT, Hyderabad Bench. The Committee of Creditors (CoC) approved the appointment of Mr. Sai Ramesh Kanuparthi as the Resolution Professional (RP) of the company. Consequent upon the initiation of CIRP, the powers of the Board were suspended and vested in the RP.

Withdrawal of Corporate Insolvency Resolution Process

The application filed under section 12A of the Insolvency and Bankruptcy Code, 2016 (IBC) has been approved by the Honble NCLT on 10 th September, 2025, and the Company Petition IB/308/HDB/2022 under Section 7 was allowed to be withdrawn. Accordingly, the CIRP against the company was also withdrawn. Therefore, the company was under CIRP throughout the financial year 2024-25.

The Board and Committees of the Board were reconstituted on 13 th September, 2025. Following the NCLT order, the Management affairs of the company are vested back to the promoters of the company. Further the Company has complied with proposal filed u/s 12A of IBC before the Honble NCLT, Hyderabad Bench.

Financial Results: (Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	44,992.45	67,955.03	44,992.45	67,955.03
Profit Before Interest, Depreciation, Exceptional Items and Taxes	251.80	4,654.08	246.92	(284.86)
Less: Financial Cost	2,014.50	234.67	2,014.50	234.68
Profit before Depreciation, Exceptional Items and Taxes	(1,762.70)	4,419.41	(1,767.58)	(519.54)
Less: Depreciation and Amortisation Expenses	4,309.54	4,917.15	4,309.54	4,917.15
Add : Other Income	2,010.46	3,740.80	21,210.45	3,740.80
Profit before Exceptional Items and Taxes	(4,061.78)	3,243.06	15,133.33	(1,695.89)
Less:
(i) Exceptional Items (Net)	(2,817.83)	(8,544.88)	(2,817.83)	(8,544.88)
(ii) Share of profit / (loss) of Joint venture /	-	-	73.71	137.09
Associates
(iii) Adjustment on account of de-recognition of Associate	-	-	-	14,249.55
Profit Before Tax	(6,869.61)	(5,301.82)	12,389.21	4,145.87
Tax expense	-	-	0.11	-
Profit After Tax	(6,869.61)	(5,301.82)	12,389.10	4,145.87
Other Comprehensive income/(losses) for the Year	(481.99)	331.53	(526.65)	169.15
Total comprehensive income for the year	(7,361.60)	(4,970.29)	11,862.45	4,315.02
Paid up Capital	3,743.97	3,743.97	3,743.97	3,743.97

Review of Operations:

Your Company has achieved revenue of C 449.72 crores in F.Y. 2024-25 as against C 679.55 crores in the previous year on a standalone basis. The revenue from operations has declined in F.Y. 2024-25 when compared to the last year. The Company incurred a loss of C 68.80 crore for the F.Y. 2024-25 as against C 53.02 crore in the previous year.

Future Outlook:

The management of your company is quite optimistic about substantial improvement in the order book so as to revive the Companys growth. The company currently has an order book of C 5,500 crore, which is expected to further strengthen with additional orders anticipated during the current financial year. Upon completion of the OTS payment, the company is now debt-free save for bank guarantees and is eligible to bid for large-scale bulk orders.

Dividend:

In view of the losses incurred for the financial year 202425, your directors do not recommend any dividend for the said period.

Reserves:

As the company has not earned any profit for the financial year ended 31 st March, 2025, your directors do not propose to transfer any amount to reserves.

Management Discussion & Analysis:

Management Discussion and Analysis Report, as required in terms of SEBI Listing Regulations, is annexed which forms part of this Report as Annexure -1 .

Dividend Distribution Policy:

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) the Board of Directors of the Company (the Board) formulated and adopted the Dividend Distribution Policy (Policy).

In compliance of the SEBI Listing Regulations, the Policy is annexed as Annexure - 2 and is also available on the Companys website at: https://www.gayatri.co.in/pdf/ GPL_Dividend_Distribution_Policy.pdf

Share Capital:

During the period under review, there were no changes in the share capital of the Company. The Authorised share capital of the company as on 31 st March, 2025

is C 80,00,00,000 divided into 40,00,00,000 equity shares of C 2/- each and the paid-up share capital of the Company is C 37,43,97,370 divided in to 18,71,98,685 Equity shares of C 2/- each.

However, the Authorised share capital of the Company was increased from C 80,00,00,000 to C 120,00,00,000 vide shareholders resolution passed at the Extraordinary General Meeting held on 23 rd October 2025 while the paid-up share capital of the Company remains the same.

Material Changes and Commitments affecting the Financial Position of the Company:

The Company fulfilled its obligations under the Resolution of Debt Plan by completing one-time settlement (OTS) of outstanding debts of C 750 crores owed to the creditors. Approval of shareholders of the company was obtained at the Extraordinary General Meeting held on 23 rd October 2025 for raising of funds

i.e., C 314 crores through issue of shares on preferential basis to Promoter and Non Promoter group which is in progress.

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

Board of Directors and Committees:

Consequent upon the initiation of CIRP against the company w.e.f 15 th November, 2022, the powers of the Board were suspended and vested in the Resolution Professional (RP).

Pursuant to sub-regulations (2A) and (2B) of Regulation 15 of SEBI Listing Regulations, the provisions of Regulations 17, 18, 19, 20 and 21 pertaining to Composition and Meetings of the Board and various Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee shall not apply to a company undergoing CIRP.

However, the proviso to sub-regulations (2A) and (2B) provides that role and responsibilities of the Board of Directors and its Committees as specified under Regulations 17, 18, 19, 20 and 21 shall be fulfilled by RP in accordance with sections 17 and 23 of the IBC.

By reason of undergoing CIRP, the Board of Directors of the company remained suspended during the financial year 2024-25. During the period under review, there was no change among the Board of Directors.

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company, Mr.T.V.Sandeep Kumar Reddy retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board of Directors recommends his re-appointment. His brief profile has been provided elsewhere in this Annual Report.

Key Managerial Personnel (KMP):

The term of office of Mr.T.V. Sandeep Kumar Reddy as Managing Director was completed on 30 th September 2024. The vacancies that occurred in the office of Chief Financial Officer and Company Secretary were not filled during the year under review.

Remuneration and other matters provided in section 178(3) of the Act have been disclosed in the corporate governance report, which forms part of this report.

Directors Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby 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;

(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; and

(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

Subsidiaries, Associates and Joint Ventures:

The Company has 2 (Two) subsidiary companies (including step down subsidiary) and 1 (one) associate company as on 31 st March, 2025 as per the Companies Act, 2013. During the year under review, the Board of Directors reviewed the affairs of material unlisted subsidiary.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures prepared in Form AOC-1 are given in Annexure- 3.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website www.gayatri.co.in.

The company has adopted the policy for determining material subsidiaries and the same has been placed on the website of the company at: https://www. gayatri.co.in/pdf/Policy_For_Determining_Material_ Subsidiaries.pdf

Annual Return:

The extract of Annual Return for financial year 2024-25 as per provisions of the Act and Rules thereunder, is available on the Companys website at https://gayatri. co.in/annual-return.html

Consolidated Financial Statements:

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and Ind AS-110 and other applicable Accounting Standards, your Directors have presented the consolidated financial statements for the financial year ended March 31, 2025, which forms part of the Annual Report.

Auditors

a) Statutory Auditors:

At the 34 th AGM for the financial year 2022-23, held on December 17, 2025, the Members approved the

appointment of M/s. Atmakuri & Co., Chartered Accountants, Hyderabad (Firm Regn. No. 000268S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 39 th AGM of the company to be held in the calendar year 2028. The period of appointment of the Auditors is from the F.Y. 2023-24 to 2027-28. Hence, they continue to be the Statutory Auditors of the company.

The Auditors Report to the members of the Company for the Financial Year ended March 31, 2025 does not contain any qualification(s). The report of the Statutory Auditors forms part of this report.

During the year under review, the Statutory Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. The emphasis of matter reported by the Statutory Auditors is self-explanatory and do not call for further comments.

b) Internal Auditors

M/s. Vas & Co., Chartered Accountants, were the Internal Auditors of your Company for the year under review. The Internal Auditors have submitted their reports to the Board of Directors on a quarterly basis.

c) Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed to audit the cost records of the Company for the F.Y 2025-26 by the Board of Directors on the recommendations of the Audit Committee. They have been conducting the Audit of the cost records of the Company for the past several years. In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of C 1.25 lakhs plus applicable taxes and reimbursement of out- of-pocket expenses payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by

the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

d) Secretarial Auditors

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Board has appointed M/s. N. Madhavi & Associates, Company Secretaries to conduct Secretarial Audit of the records and documents of the Company, The Secretarial Audit Report for the Financial Year ended 31 st March, 2025 in Form No. MR-3 is annexed to the Directors Report as Annexure - 4 and forms part of this Report.

Managements response to the qualification(s)/ adverse remarks/observations:

As stated above, during the period of CIRP the powers of the Board of Directors have been suspended and vested with Resolution Professional of the Company. During the period, the company could not adequately comply with certain provisions of applicable laws.

Post CIRP period, immediately the Management initiated necessary steps for complying with the pending compliances inter alia including the following:

1. Appointment of Mr.T.V.Sandeep Kumar Reddy as Chairman & Managing Director w.e.f. 13.09.2025;

2. Appointment of Mr. N.Seshagiri Rao as Chief Financial Officer w.e.f. 13.09.2025;

3. Appointment of Mr. Shashank Jain as Company Secretary in terms of section 203 of the Companies Act, 2013 and designating him as Compliance Officer as prescribed under regulation 6 of the SEBI Listing Regulations;

4. Approval of quarterly financial results for the quarters ended 30.06.2024, 30.09.2024,

31.12.2024 and 31.03.2025 by the reconstituted Board at its meeting held on

29.12.2025 and submission of the same in the manner prescribed under Regulation 33 of the SEBI Listing Regulations and applicable circulars issued by the SEBI;

5. The 34 th Annual General Meeting of the company for the financial year ended 31.03.2023 was held on 17 th December 2025

and the prescribed compliances including submission of Annual report, etc. were duly made.

The Company commits itself for adopting and following good corporate governance practices in all respects. Prior to commencement of CIRP process, the Company was fully in compliance with the regulatory provisions.

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, the Board of Directors have appointed M/s. N. Madhavi & Associates, Company Secretaries, as the Secretarial Auditors for a term of 5 consecutive years i.e., from FY 2025-26 till FY 2029-30, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

Disclosures:

a) Deposits

Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

b) Conservation of energy

The Companys main line of activity is civil construction which is not power intensive. However, the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to the Company.

(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.

c) R & D Technology absorption

The Companys main line of activity is civil construction and hence R&D and technology absorption is not applicable to the Company.

d) Foreign Exchange Earnings and Outgo - NIL

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies and internal financial controls laid down by the Company with reference to the financial statements.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Risk Management:

The Company has a risk management committee in place. The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company and has been hosted on the website of the Company at https://www.gayatri.co.in/pdf/ Whistle%20Blower%20Policy.pdf.

Code of Conduct

A declaration regarding compliance with the code of conduct signed by the Companys Managing Director is published in the Corporate Governance report, which forms part of the annual report.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Act.

Complaints received, disposed and pending during the year:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-5 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at https://www.gayatri. co.in/pdf/CorporateSocialResponsibilityPolicy.pdf.

Significant & Material Orders Passed by the Regulators:

During the year under review, there was no material order passed.

Contracts or Arrangements with Related Parties:

During the year under review, as the Board was under suspension due to initiation of CIRP proceedings against the company as detailed in this report, necessary omnibus / prior approval of the Audit Committee was not obtained for entering into transactions with related parties.

As detailed in the foregoing, subsequent to the withdrawal of CIRP under section 12A of the Insolvency and Bankruptcy Code, 2016 and approved by the Honble NCLT vide its order dated 10 th September, 2025, the management of the company was entrusted back with the Board of Directors. Accordingly, the Board and Committees were re-constituted in due compliance of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. Subsequently, the Board and the Committees met to deliberate upon various issues. The transactions entered by the company with the related parties during the period the company was undergoing CIRP, which are of repetitive nature and entered in the ordinary course of business and on an arms length basis, were ratified by the Audit Committee. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Also, there were no material related party contracts entered into by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form

AOC-2 is not applicable to the Company for financial year 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website at https://www. gayatri.co.in/pdf/Related%20Party%20Transaction%20 Policy.pdf.

Deposits:

Your Company has not accepted or renewed any deposit from public during the year under review. Further, no amount on account of principal or interest on deposit from public or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure 6 .

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said Rules forms part of this report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to National Stock Exchange of India Limited and BSE Limited where the Companys Shares are listed. Annual Custody / Issuer fee is being paid by the Company based on invoices received from the Depositories.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A

report on Corporate Governance is included as a part of this Annual Report as Annexure -7 . Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to Corporate Governance Report.

Business Responsibility and Sustainability Report

As per amended provisions of Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requirement of submission of Business Responsibility Report (BRR) is discontinued. Also, requirement of submission of Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company. Hence, the same is not provided.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

The details of applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016 were already detailed in this report.

Details of difference between valuation amount on valuation and one-time settlement (OTS) while availing loan from Banks or Financial Institutions

The details were already elaborated in this report.

Reporting of frauds by Auditors

During the year under review, there was no instance of fraud, misappropriation which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Secretarial Standards

The company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - clients, financial institutions, Banks, Central and State Governments, the Companies valued investors and all other business partners for their continued cooperation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

for and on behalf of the Board

Place: Hyderabad	T.V. SANDEEP KUMAR REDDY Chairman & Managing Director	T. SARITA REDDY Executive Director
Date: 29 th December, 2025	DIN: 00 005573	DIN: 00017122