Gayatri Projects Ltd Directors Report

To the Members,

The Board of Directors present the 34^th Boards Report of the Company together with the summary of standalone and consolidated financial Statements for the year ended 31^st March, 2023.

Initiation of Corporate Insolvency Resolution Process against the Company during FY 2022-23

The State Bank of India, the Companys Financial Creditor, filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the Honble National Company Law Tribunal (NCLT), Hyderabad Bench, to refer the Company to Corporate Insolvency Resolution Process (CIRP) and the NCLT vide its order dated November 15, 2022 admitted the said insolvency application. In accordance with the provisions of the IBC, Mr. Sai Ramesh Kanuparthi was appointed as the Interim Resolution Professional (IRP) and the public announcement of the commencement of the CIRP under Regulation 6 of the CIRP Regulations was made by the IRP in November 2022. Subsequently, the Committee of Creditors approved the appointment of Mr. Sai Ramesh Kanuparthi as the ‘Resolution Professional (RP) of the company. 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.

Withdrawal of Corporate Insolvency Resolution Process during FY 2025-26

During the CIRP period, the promoters of the company have submitted a One-time full & final debt settlement (OTS) proposal with the lenders of the company and other lenders comprising a fund-based offer of Rs. 750.00 crore and non-fund-based recovery of Rs. 1,229.00 crores. In addition, the promoters have offered payment towards awarded arbitration claims amounting to

Rs. 462.39 crore (representing 75% of the total Rs. 612 crore), along with 15% of any future arbitration awards payable until the return/closure of all Bank Guarantees or 31st March, 2033, whichever is later. The payment against arbitration claims shall be made subject to realization, as and when such amounts are received. The OTS proposal was accepted by 97.20% of Committee of Creditors (COC) members (lenders) and thereafter, the application filed under section 12A of the Insolvency and Bankruptcy Code, 2016 has been approved by the Honble NCLT on 10^th September 2025, as the Company Petition IB/308/HDB/2022 under Section 7 is allowed to be withdrawn. Accordingly, the CIRP against the company is also withdrawn. 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 w.e.f. 16^th September, 2025 i.e. date of handover of the Management affairs of the company by the Resolution Professional to the current promoter/ directors of the company. Out of the total fund-based offer of Rs. 750.00 crores, a sum of Rs. 215.74 crores has been paid as of 28^th October, 2025, which has been appropriated by all lenders. The balance amount shall be paid as per the terms of the OTS proposal submitted under section 12A of the IBC.

Financial Results:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	1,01,720.97	3,10,233.68	1,01,720.97	3,10,233.68
Profit Before Interest, Depreciation, Exceptional	(65,633.95)	(37,780.84)	(72,820.73)	(39,056.08)
Items and Taxes
Less: Financial Cost	30,615.38	33,767.44	30,634.83	33,807.72
Profit before Depreciation, Exceptional Items and Taxes	(96,249.33)	(71,548.28)	(1,03,455.56)	(72863.80)
Less: Depreciation and Amortisation Expenses	5,706.82	7626.91	5,706.82	7626.91
Add : Other Income	4,230.03	338.52	4,230.03	340.13
Profit before Exceptional Items and Taxes	(97,726.12)	(78,836.67)	(1,04,932.35)	(80,150.58)
Less: Exceptional Items (Net)	(44,884.06)	(14,051.05)	(44,884.06)	(14,051.05)
Profit Before Tax	(1,42,610.18)	(92,887.72)	(1,50,411.42)	(96,080.03)
Provision for Tax	(433.91)	(258.56)	0.00	(258.56)
Profit After Tax	(1,42,176.27)	(92,629.16)	(1,50,411.42)	(95,821.47)
Other Comprehensive income/(losses) for the Year	49.42	184.99	183.39	6.37
Total comprehensive income for the year	(1,42,126.85)	(92,444.17)	(1,50,228.03)	(95,815.10)
Paid up Capital	3,743.97	3,743.97	3,743.97	3,743.97

Review of Operations:

Your Company has achieved revenue of Rs. 1017.20 crores in FY 2022-23 as against Rs. 3102.34 crores in the previous year on a standalone basis. The revenue from operations has declined in FY 2022-23 when compared to the last year due to working capital stress on account of delay in receivables from the State Government Departments. The Company incurred a loss of Rs. 1421.76 crore for the FY 2022-23 as against Rs. 926.29 crore in the previous year. The main reasons for incurring the losses are on account of increase in materials cost, increase in cost of overheads, non-availability of adequate working capital to execute the works on hand, non-awarding of fresh contract works due to lenders reluctant to provide bank guarantee etc., have severely affected the business operations of the company.

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 Rs. 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 will become debt-free save for bank guarantees and will be eligible to bid for large-scale bulk orders.

Dividend:

In view of the losses incurred for the financial year 2022-23, your directors could 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, 2023, 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 (LODR) 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 2023 is Rs. 80,00,00,000 divided into 40,00,00,000 equity shares of Rs. 2/- each and the paid-up share capital of the Company is Rs. 37,43,97,370 divided in to 18,71,98,685 Equity shares of Rs. 2/- each.

However, the Authorised share capital of the Company was increased from Rs. 80,00,00,000 to Rs. 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:

As stated above, out of the total fund-based offer of

Rs.750.00 crores, a sum of Rs. 215.74 crores has been paid as of 28^th October, 2025, which has been appropriated by all lenders. Consequently, the Company is required to raise funds to fulfill its obligations under the proposed Resolution of Debt Plan, including a onetime settlement (OTS) of outstanding debts owed to 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., Rs. 314 crores through issue of shares on preferential basis to Promoter and Non Promoter group.

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

Board of Directors:

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).

Relevant information on composition of the Board and number of meetings is provided in ‘Board of Directors section of Corporate Governance Report which forms part of this Annual Report.

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he / she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Company has also received declaration from Independent Directors that they are in compliance with sub-rule (1) and (2) of Rule

6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Changes in Directors and Key Managerial Personnel (KMP):

During the year under review, the following changes took place in the Directors and Key Managerial Personnel of the Company:

1. Mr. P.Sreedhar Babu, Chief Financial Officer has retired from the services of the company w.e.f 31.08.2022, on attainment of the age of superannuation.

2. Mr. Chetan Kumar Sharma, Company Secretary

& Compliance Officer (KMP), resigned from the services of the company w.e.f 14.01.2023;

3. Mr. Man Mohan Gupta, Nominee Director (nominated by the Bank of Baroda, Lead Banker of the Consortium) resigned as Director of the company w.e.f March 6, 2023.

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 and 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.

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; 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

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, 2023 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 2022-23 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, 2023, which forms part of the Annual Report.

Auditors a) Statutory Auditors:

At the 29^th AGM held on September 28, 2018 the Members approved appointment of M/s. M O S

& Associates LLP, Chartered Accountants, 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 ensuing 34^th AGM and cannot be re-appointed in terms of section 139(2) of the Companies Act, 2013. Accordingly, M/s. Atmakuri & Co., Chartered Acountants, Hyderabad (Firm Regn. No. 000268S) are proposed to be appointed as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the 34^th AGM upto the conclusion of the 39^th AGM of the company to be held in the calendar year 2028. The Auditors Report to the members of the Company for the Financial Year ended March 31, 2023 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 2022-23 and re-appointed for the F.Y 2023-24 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 Rs. 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, 2023 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 i.e., adequate composition of the Board and Committees, appointment of Company Secretary / Compliance Officer, quarterly/half yearly stock exchange submissions, conducting Annual

General Meetings, submission of Annual Reports in a phased manner. 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.

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 - NIL

e) Foreign Exchange Outgo

Nature of Payment
1 Consultancy & Technical Fees	2.27
2 Purchase of Capital Goods	-
3 Purchase of Spares & Materials	-

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.

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:

As detailed above, the Honble NCLT, Hyderabad Bench, vide its order dated November 15, 2022 admitted the Company to CIRP. Members attention is also drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

Contracts or Arrangements with Related Parties:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. 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 2022-23 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 2023-24 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 Report

As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report covering the principle wise performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) forms a part of the Annual report of the Company annexed as Annexure -8.

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
	T.V. SANDEEP KUMAR REDDY	T. SARITA REDDY
Place: Hyderabad	Chairman & Managing Director	Executive Director
Date: 4th November, 2025	DIN: 00005573	DIN: 00017122