Gayatri Projects Ltd

To the Members,

The Board of Directors present the 37th Board's Report of the Company together with the summary of standalone and consolidated financial Statements for the year ended 31st March, 2026.

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 Hon'ble 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by the Hon'ble NCLT on 10th September 2025, and the Company Petition IB/308/HDB/2022 under Section 7 was allowed to be withdrawn. Accordingly, the CIRP against the company was also withdrawn.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 for part of the financial year 2025-26 i.e. upto 10th September, 2025.

The Board and Committees of the Board were reconstituted on 13th September 2025. Following the NCLT order, the management of the affairs of the company was vested back in the promoters of the company. Further, the Company has complied with proposal filed u/s 12A of IBC before the Hon'ble NCLT, Hyderabad Bench.

SUMMARY OF FINANCIAL PERFORMANCE

(Rs. in Lakhs)

REVIEW OF OPERATIONS OF THE COMPANY ON STAND-ALONE BASIS

Your Company has achieved revenue of Rs. 846.89 crores during the financial year 2025-26 as against Rs.449.92 crores during the previous year on a standalone basis. The revenue from operations has increased during the financial year 2025-26 when compared to the previous year.

During the year under review, the Company registered a profit of Rs.95.08 crs before Exceptional Items and Rs. 2046.95 crs after Exceptional Items as against Rs. 68.80 crore during the previous year.

FUTURE OUTLOOK

Following the successful completion of the CIRP and fulfillment of the OTS obligations, the Company has entered into a new phase focused on business revival, operational strengthening and sustainable growth. The Company is leveraging its extensive experience and established capabilities in the infrastructure sector to rebuild and expand its business operations.

The Company is actively exploring and pursuing suitable business opportunities and strengthening its project pipeline, with a focus on commercially viable and financially sustainable projects aligned with its core competencies across roads, irrigation, water distribution, mining and industrial construction. The Management remains committed to strengthening the Company's operational capabilities and creating a sustainable platform for long-term growth.

NATURE OF BUSINESS

The company is engaged in construction activity. There has been no change in the nature of business during the year under review.

DIVIDEND

The Board of Directors, after considering the overall financial position of the Company, future business requirements and the need to conserve resources, couldn't recommend dividend for the year under review.

RESERVES

No amount was transferred to reserves for the year under review.

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 available on the Company's website at:

https://www.gayatri.co.in/pdf/GPL_Dividend_Distribution_Policy.pdf

CHANGES IN SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company was increased from Rs.80,00,00,000/- (Rupees Eighty Crore only) comprising 40,00,00,000 equity shares of Rs.2/- each to Rs.120,00,00,000/- (Rupees One Hundred Twenty Crore only) comprising 60,00,00,000 equity shares of Rs.2/- each, pursuant to the resolution passed by the shareholders at the Extraordinary General Meeting held on 23rd October, 2025.

During the financial year ended March 31, 2026, there was no change in the paid-up share capital of the Company. Accordingly, the paid-up share capital of the Company as at March 31, 2026 stood at Rs.37,43,97,370, comprising 18,71,98,685 equity shares of Rs.2/- each.

Subsequent to closure of financial year, the Company allotted 27,71,00,315 equity shares of Rs.2/- each at an issue price of Rs.10/- per share on a preferential basis in two tranches on April 20, 2026 and April 22, 2026. Consequent to the said allotment, the paid-up share capital of the Company increased to Rs.92,85,98,000 comprising 46,42,99,000 equity shares of Rs.2/- each.

The increase in the Company's share capital forms part of the Company's ongoing efforts towards strengthening its capital structure and supporting its business and growth objectives.

BOARD OF DIRECTORS

Subsequent to withdrawal of insolvency proceedings against the company as stated earlier, the Board of Directors was reconstituted w.e.f 13th September, 2025.

The details of composition of the Board and other information are provided in detail in the ‘Report on Corporate Governance', which forms part of this report.

Details of directors appointed / ceased during the year

During the year under review, the following changes occurred among the Board of Directors:

1. Mrs. T. Indira Reddy (DIN:0009906), Chairperson and Non-executive Director and Mr. J.Brij Mohan Reddy (DIN:00012927), Whole-time Director, resigned as directors w.e.f 13th September, 2025;

2. Mr. T.V. Sandeep Kumar Reddy (DIN:00005573) was appointed as Chairman & Managing Director w.e.f 13th September 2025;

3. Mrs. T. Sarita Reddy was appointed as Executive Director w.e.f 13th September 2025; and

4. Mr. C.V. Rayudu (DIN:03536579), Mr. P.V. Narayana Rao (DIN:07378105) and Mr. Srinivas Iduri (DIN:05192362) were appointed as Independent Directors w.e.f 13th September 2025.

Board and Committee positions

None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 committees across all the Companies in which he is a Director. Necessary disclosures regarding committee positions in other public companies as at 31st March 2026 has been made by the Directors.

Director(s) retiring by rotation

In terms of section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. T. Sarita Reddy retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Your Board of Directors recommends her re-appointment. Her brief profile has been provided elsewhere in this Annual Report.

Independent Directors

As at the end of the financial year under review, the Board consisted of four Independent Directors namely, Mr. C.V. Rayudu, Mr. P.V. Narayana Rao, Mr. Srinivas Iduri; and Mrs. Pamula Latha .

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

Statement on Declaration given by Independent Directors under sub-section (6) of Section 149 of the Act

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in section 149(6) and SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the following changes occurred among the Key Managerial Personnel (KMP) of the company:

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

2. Mr. N.Seshagiri Rao was appointed as Chief Financial Officer w.e.f 13.09.2025; and

3. Mr. Shashank Jain was appointed as Company Secretary & Compliance Officer w.e.f 23.10.2025.

Accordingly, as at 31st March, 2026, the KMP of the Company pursuant to the provisions of section 203 of Companies Act, 2013, comprised of –

1. Mr. T.V.Sandeep Kumar Reddy - Managing Director;

2. Mr. N.Seshagiri Rao – Chief Financial Officer;

3. Mr. Shashank Jain – Company Secretary & Compliance Officer.

BOARD MEETINGS

Subsequent to re-constitution of the Board post-CIRP withdrawal, during the year under review, the Board met 8 (eight) times on 13th September, 25th September, 23rd October, 4th November, 24th December, 29th December, 31st December of 2025 and 14th February of 2026.

The details of attendance of directors at the meetings is given in the ‘Report on Corporate Governance', which forms part of this report.

EVALUATION OF THE BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of the Board as a whole, its Committees and individual Directors.

The performance of individual Directors was evaluated on various parameters, including their level of engagement and contribution, independence of judgement, safeguarding the interests of the Company, participation in Board and Committee meetings and other relevant criteria.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated. The evaluation, inter alia, covered their performance, fulfillment of the applicable independence criteria and their independence from the management. The details of the performance evaluation criteria and process are disclosed in the Report on Corporate Governance, which forms part of this Report.

The Nomination and Remuneration Committee reviewed the performance of individual Directors based on criteria including their contribution to the deliberations of the Board and its Committees.

A separate meeting of the Independent Directors was held on February 14, 2026, without the presence of Non-Independent Directors and members of the management. At the said meeting, the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, the performance of the Chairperson, taking into account the views of the Executive and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board necessary for the effective and reasonable performance of their duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Familiarization programmes were conducted for Independent directors to provide updates on the amendments in the Companies Act, Rules made thereunder, Listing Regulations and all other applicable laws. The directors were also apprised about the business activities of the Company.

CRITERIA FOR APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has formulated ‘Nomination and Remuneration Policy', a policy on the appointment and remuneration of Directors, Key Managerial Personnel and other employees, which, inter alia, provides for the criteria for determining the qualifications, positive attributes and independence of a Director and matters relating to the remuneration of Directors, Key Managerial Personnel and other employees, in accordance with the provisions of Section 178(3) of the Companies Act, 2013.

Remuneration Policy of the Company is available on the Company's website at https://www.gayatri.co.in/pdf/Remuneration_Policy_15-02-2022.pdf

DIRECTORS AND OFFICERS INSURANCE (‘D&O')

The provisions of Regulation 25(10) of the Listing Regulations pertaining to ‘Directors & Officers' insurance for Independent directors are not applicable to your Company for the year under review.

COMMITTEES OF THE BOARD

Post-CIRP withdrawal, the Board at its first meeting held on 13th September 2025, reconstituted the Committees of the Board in accordance with the Companies Act, 2013 and the SEBI Listing Regulations.

The details of composition, meetings and attendance of members (Directors) of Committees including the Audit Committee, are given in the ‘Report on Corporate Governance', 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), 1 (one) associate company and 26 (twenty six) Joint ventures as on 31st March, 2026 as per the Companies Act, 2013. During the year under review, the Board of Directors reviewed the affairs of unlisted subsidiaries.

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- 2.

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

CHANGES IN SUBSIDIARIES / ASSOCIATES / JOINT VENTURES

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

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company's subsidiaries, associates and joint ventures continued to undertake their respective business activities. The detailed financial performance of the subsidiaries, associates and joint ventures is provided in the consolidated financial statements forming part of this Annual Report.

ANNUAL RETURN

The extract of Annual Return for financial year 2025-26 as per provisions of the Act and Rules thereunder, is available on the Company's website at https://gayatri.co.in/pdf/annual-return/MGT_7_2025-26.pdf

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, 2026, which forms part of the Annual Report

COST RECORDS AND COST AUDIT

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and have the same audited by a Cost Accountant. Accordingly, the cost records prescribed by the Central Government under Section 148(1) of the Act are duly prepared and maintained by the Company and are subject to audit by a Cost Accountant.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, as detailed in the foregoing, subsequent to the withdrawal of CIRP under section 12A of the Insolvency and Bankruptcy Code, 2016 and as approved by the Hon'ble NCLT vide its order dated 10th 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.

Related Party Transactions

During the year under review, the Company has entered into contracts or arrangements with related parties. The disclosure of transactions in Form AOC-2 is annexed which forms part of this Report as Annexure –3.

Audit Committee approval

The related party transactions, which are of repetitive nature, in the ordinary course of business and on an arm's length basis, entered into by the Company during the period the Company was undergoing Corporate Insolvency Resolution Process (CIRP), were not subjected to the approval of the Audit Committee as the powers of the Board and its Committees stood suspended during the said period. The said transactions were considered and approved by the Audit Committee at its meeting held on 4th November 2025, subsequent to withdrawal of the CIRP proceedings.

Further, pursuant to Regulation 23(4) of the SEBI Listing Regulations, the Audit Committee granted omnibus approval for related party transactions proposed to be entered into by the Company during the financial year 2025–26, in accordance with the applicable provisions of the SEBI Listing Regulations.

RPT Policy

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 Company's website at https://www.gayatri.co.in/pdf/Related%20Party%20Transaction%20Policy.pdf.

AUDITORS

a) Statutory Auditors

At the 34th 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 39th AGM of the company to be held in the calendar year 2028. The period of appointment of the Auditors is from the FY 2023-24 to 2027-28. Hence, they continue to be the Statutory Auditors of the company.

The Auditor's Report to the members of the Company for the Financial Year ended March 31, 2026 does not contain any qualification(s). The emphasis of matter reported by the Statutory Auditors is self-explanatory and do not call for further comments. The report of the Statutory Auditors forms part of this report.

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

M/s. N.S.V. KRISHNA RAO & Co., Cost Accountants, were appointed as the Cost Auditors of the company to audit the cost records of the company for the financial year 2025-26.

Re-appointment of Cost Auditors:

M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed to audit the cost records of the Company for the financial year 2026-27 by the Board of Directors on the recommendation 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 seeking ratification of the remuneration of the Cost Auditors forms part of the Notice convening the Annual General Meeting.

d) Secretarial Auditors

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules made thereunder, the shareholders at their 36th AGM dated 5th March 2026, appointed M/s. N. Madhavi & Associates, Company Secretaries, as the Secretarial Auditors of the company for a term of 5 consecutive years i.e., from financial year 2025-26 till 2029-30. Accordingly, they continue to be the Secretarial Auditors of the company. The Secretarial Audit Report for the Financial Year ended 31st March, 2026 in Form No. MR-3 is annexed to the Directors Report as Annexure -4 and forms part of this Report.

Management's 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 30.06.2025 and 30.09.2025, by the Board at its meeting held on 31.12.2025 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 35th and 36th Annual General Meetings for FY ended March 2024 and 2025 were held on 27th February 2026 and 5th March 2026 respectively 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.

UNPAID/UNCLAIMED DIVIDEND

In accordance with the provisions of Section 124(5) of the Companies Act, 2013, the Company's unpaid dividend for FY 2015-16, which was due for transfer to the Investor Education and Protection Fund (‘IEPF') in November 2023 i.e., during CIRP period, has been duly transferred now.

DISCLOSURES ON CONSERVATION OF ENERGY, R & D AND FOREIGN EXCHANGE EARNINGS & OUTGO

a) Conservation of energy

The Company's 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.

b) R & D Technology absorption

The Company's 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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 Regulations, 2015 the particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

RISK MANAGEMENT

The company adopted a ‘Risk Management Policy' for assessment of risks and determination of the responses to these risks so as to minimize their adverse impact on the organisation. The same may be accessed at the website of the company at the following link: Microsoft Word - Risk Management Policy

The Company has a risk management committee in place. The details are mentioned in the ‘Report on Corporate Governance'.

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 has been hosted on the website of the Company and the same may be accessed 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 Company's 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:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR Policy as recommended by the CSR Committee and adopted by the Board is available on the website of the Company and can be accessed at https://www.gayatri.co.in/pdf/CorporateSocialResponsibilityPolicy.pdf.

Composition of CSR Committee:

The Average Net Profit of the Company for the immediately preceding 3 (three) Financial Years calculated in accordance with Section 198 of the Act, is negative and consequently, the average net profit for the purpose of Section 135 is considered as Nil . Accordingly, the Company was not required to spend any amount on Corporate Social Responsibility (CSR) activities during the financial year 2025-26.

The Annual report on CSR activities as required under the Act and the relevant rules as amended from time to time, are provided in Annexure 5 to this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, the Hon'ble NCLT, Hyderabad Bench, vide its order dated 10th September 2025 approved the application for withdrawal of insolvency proceedings against the company under section 12A of the Insolvency and Bankruptcy Code, 2016.

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 Company's Shares are listed. Annual Custody / Issuer fee is being paid by the Company to the Depositories.

SUSPENSION OF COMPANY'S SECURITIES FROM TRADING

The trading in equity shares of the company was suspended w.e.f. 15th December 2025 due to non-compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for two consecutive quarters i.e., March 2025 & June 2025, which were due during CIRP period. The Company has complied with the same on 31st December 2025 and thereafter the Exchanges have revoked the suspension w.e.f. 9th April 2026.

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

The provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, relating to the inclusion of the Business Responsibility and Sustainability Report (BRSR), are not applicable to the Company.

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

As at the end of the financial year under review, there are no applications made or proceedings pending against the company under the Insolvency and Bankruptcy Code, 2016.

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, the Statutory Auditors of the Company did not report any matter under Section 143(12) of the Companies Act, 2013 read with the rules made thereunder to the Audit Committee or the Board of Directors. Accordingly, no disclosure is required to be made under Section 134(3)(ca) of the Companies Act, 2013.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the following material changes have occurred between the end of the financial year and the date of this Report:

Pursuant to the approval of the shareholders for issue of equity shares on a preferential basis, accorded vide resolution passed at the Extraordinary General Meeting held on 23rd October, 2025, and upon obtaining the necessary approvals from the Stock Exchanges, the Board of Directors allotted 27,71,00,315 equity shares of nominal value of 2/- each at an issue price of 10/- per share to the Promoter and Non-Promoter categories on a preferential basis, in two tranches, on April 20, 2026 and April 22, 2026.

DISCLOSURE ON STATEMENT OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE

During the year under review, the Company obtained approval of the shareholders for the preferential issue of equity shares. The allotment of equity shares pursuant to the said preferential issue and receipt of the corresponding funds took place subsequent to the closure of the financial year. Accordingly, no funds were raised or utilized through preferential allotment during the year under review.

However, subsequent to the closure of the financial year and as on the date of this Report, the Company has received the funds pursuant to the said preferential issue. Accordingly, pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of utilisation of the funds raised through the preferential issue, as on the date of this Report, are set out below:

The Company has fully utilised the proceeds of ?277.10 crore raised through the preferential issue for the purposes specified in the relevant offer/issue documents. There is no unutilised balance remaining from the proceeds of the said preferential issue.

INSURANCE

The Company has maintained appropriate insurance coverage in respect of its projects, assets and operations, including coverage against risks associated with construction, operation and maintenance of its infrastructure assets, as considered appropriate by the Management.

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time to time.

EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

During the year under review, the shareholders of the Company approved the Employee Stock Purchase Scheme (‘GAYATRI ESPS 2025') pursuant to the resolution passed on 23rd October 2025. However, the said ESPS has not been implemented during the year under review. Accordingly, no shares have been allotted/issued and no benefits have been granted to eligible employees under the ESPS during the year.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders who have contributed to the Company's continued growth and progress during the year. The Board acknowledges the valuable support and cooperation extended by the Company's clients, investors, lenders, financial institutions, banks, Central and State Governments, regulatory and statutory authorities, business associates and other stakeholders.

The Board also places on record its appreciation for the commitment, dedication and professionalism demonstrated by the employees across all levels of the organisation. Their collective efforts and continued support remain integral to the Company's sustained performance and its journey towards creating long-term value for all stakeholders.