We have audited the Standalone Financial Statements
of Gayatri Projects Limited ("the Company"), which
comprise the Balance Sheet as at 31^st March, 2025,
and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flows for the year
then ended, and notes to the Standalone Financial
Statements, including a summary of significant
accounting policies and other explanatory information
(hereinafter referred to as "the Standalone Financial
Statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone Financial Statements give the information
required by the Companies Act, 2013 ("the Act") in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at 31^st March, 2025, and the Loss and other
comprehensive loss, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on
Auditing (SAs), as specified under Section 143(10) of
the Companies Act, 2013. Our responsibilities under
those standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements section of our report.

We are independent of the Company in accordance
with the 'Code of Ethics' issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Companies Act, 2013 and the Rules
made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that

the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on
the standalone financial statements.

Material Uncertainty Related to Going Concern

We draw attention to Note No. 34.28 of the audited
standalone financial statements which states that during
the year the company has incurred a loss of C 6,879.61
Lakhs and as at 31^st march, 2025, the accumulated losses
at C 2,00,993.96 Lakhs and there is complete erosion in
the net worth of the company as at 31^st March, 2025,
default in repayment of loans and other financial and
other credit facilities extended to the company by
lenders, issue of various notices by lenders for recovery
of their dues etc., and the initiation of Corporate
Insolvency Resolution Process ("CIRP") proceedings
against the company vide order dated 15^th November,
2022 of Hon'ble National Company Law Tribunal
("NCLT"), Hyderabad bench and Interim Resolution
Professional has been appointed and subsequently
confirmed as Resolution Professional. The aforesaid
factors indicate the existence of uncertainty that may
cast doubt about the company's ability to continue
as a going concern as at 31^st March, 2025. However,
the audited standalone financial statements for the
Financial Year 2024-25 have been prepared on a going
concern basis as the Hon'ble NCLT had stated that the
operations of the company to be continued as a going
concern and subsequently, as stated in Note No.1 of the
audited standalone financial statements, the promoters
of the company have submitted a One Time Full & Final
Debt Settlement ("OTS") proposal with the lenders of
the company u/s 12A of Insolvency and Bankruptcy
Code, 2016, and the same was accepted by 97.20 % of
COC members (Lenders) and subsequently the Hon'ble
NCLT vide its order dated 10^th September, 2025 has
allowed for withdrawal of CIRP proceedings against the
company and Resolution Professional was discharged.
As stated in Note No. 34.28 of the audited standalone
financial statements, the company has paid the entire
fund-based amounts to the lenders as specified in the
OTS proposal u/s 12A of IBC 2016.

Our Opinion is not modified in respect of the above
matter.

Emphasis of Matters

We draw attention to the following

i) As stated in Note No. 34.17 to the audited
standalone financial statements, the Investee
Company in which the Company has invested
by way of Compulsorily Convertible Cumulative
Preference Shares ("CCCPS"), has incurred
considerable losses and there is complete erosion
of Net worth as on 31^st March, 2025. However, no
provision for diminution / impairment for carrying
value of the investment is provided for the year
ended 31^st March, 2025 for the reasons stated in
the said note.

ii) As stated in Note No. 34.18 to the audited
standalone financial statements, provision has
been made during financial year 2022-23 in
respect of the subordinate debt given to the
associate company. However, no provision has
been made in respect of the NCPS and unsecured
loan receivable from the said associate company
for the detailed reasons / explanations stated in
the said note.

iii) As stated in Note No. 34.19 to the audited
standalone financial statements, the Inter
Corporate Loan grouped under 'Non-current
Loans' and accumulated interest thereon is long
pending for recovery for which no provision has
been made for the detailed reasons stated in the
said note. Further during the financial year the
company has not accounted any interest income
on the inter corporate loan for reasons stated in
the said note.

iv) As stated in Note No. 34.20 to the audited
standalone financial statements, during the
current financial year the company has written off
the EPC trade receivables from subsidiary of an
associate company for the detailed reasons stated
in the said note.

v) As stated in Note No. 34.1 to the audited
standalone financial statements, regarding
the claims filed by lenders against Corporate
Guarantees held by them, performance and
contractual commitments given by the company
for various projects of the company which have
been recognized as contingent liabilities for
reasons stated in the said note.

vi) As stated in Note No. 34.21 to the audited
standalone financial statements, during the
course of the CIRP of the company, the resolution
professional on behalf of the company has entered
into a settlement agreement with NHAI, GHL and
the erstwhile associate company in respect of the

EPC receivables of the company from its erstwhile
associate company. Pursuant to such agreement
the management of the company has written off
the balance EPC receivable and the impact of the
same is recognized as an exceptional item during
the year ended 31^st March, 2025.

vii) As stated in Note No. 34.22 to the audited
standalone financial statements, the work
advances in respect of certain contract works
given to a sub-contractor grouped under 'Other
Current Assets' which are long pending for
recovery.

viii) As stated in the Note No. 34.23 to the audited
standalone financial statements, the company
has not made any provision for impairment on
its equity investment in wholly owned subsidiary
company and on unsecured loan given to the said
subsidiary company for the reasons stated in the
said note.

ix) As stated in the Note No. 34.24 to the audited
standalone financial statements, the recovery
of work & other advances and receivables got
delayed from one sub-contractor for the reasons
stated in the said note.

x) As stated in the Note No. 34.25 to the audited
standalone financial statements, wherein it is
explained about the COVID - 19 Pandemic effects
and its impact on the business operations and
cash flows of the company which have caused
the company to default in its loan repayment
obligations to the lenders and various actions
taken by the lenders against the company. It is
further explained about the initiation of Corporate
Insolvency Resolution Process ("CIRP") against the
company as per the order of the Hon'ble National
Company Law Tribunal (NCLT), Hyderabad
bench vide its order dated 15^th November, 2022
and the appointment of the Interim Resolution
Professional, later who has been confirmed as
the Resolution Professional of the company.
Subsequently, the promoters of the company have
submitted a One Time Full & Final Debt Settlement
("OTS") proposal with the lenders of the company
u/s 12A of Insolvency and Bankruptcy Code, 2016,
and the same was accepted by 97.20 % of COC
members (Lenders) and subsequently the Hon'ble
NCLT vide its order dated 10th September, 2025
has allowed for withdrawal of CIRP proceedings
against the company and Resolution Professional
was discharged. As stated in the said Note of the

audited standalone financial statements, the company has paid the entire fund-based amounts as per the
approved OTS proposal u/s 12A of IBC 2016.

Our Opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Financial Statements for the year ended 31^st March, 2025. These matters were addressed in the context
of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have determined the matters described below to be key audit
matters to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and analysis, Boards Report including annexures
to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does
not include the Standalone Financial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the Standalone

Financial Statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We
have nothing to report in this regard.

Responsibilities of Management and those Charged
with Governance for the Standalone Financial
Statements

The Company's Board of Directors is responsible for
the matters stated in Section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation
of these Standalone Financial Statements that give a
true and fair view of the financial position, financial
performance, total comprehensive loss, changes in
equity and cash flows of the Company in accordance
with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind
AS) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended.This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; makingjudgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements,
management and board of directors are responsible for
assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the Standalone Financial Statements as

a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that as audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the Standalone Financial
Statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company
has adequate internal financial controls system
in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management's use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the Standalone Financial
Statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor's report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the Standalone Financial Statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the Standalone
Financial Statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report)
Order, 2020 ("the Order"), issued by the Central

Government of India in terms of sub-section (11)
of section 143 of the Companies Act, 2013, we give
in the "Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2) As required by Section 143(3) of the Act, we report
that:

a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books.

c) The Balance Sheet, the Statement of Profit
and Loss including other Comprehensive
Income, the Statement of Changes in Equity
and the statement of Cash Flows dealt with
by this Report are in agreement with the
books of account.

d) In our opinion, the aforesaid standalone
financial statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015,
as amended;

e) On the basis of the written representations
received from the directors as on 31^st
March, 2025 taken on record by the Board
of Directors, none of the directors is
disqualified as on 31^st March, 2025 from being
appointed as a director in terms of Section
164(2) of the Act.

f) With respect to the adequacy of the
internal financial controls over financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".

g) The Company has not paid/ provided
for managerial remuneration, therefore
provisions of Section 197 read with Schedule
V to the Act are not applicable for the current
year ended.

h) With respect to the other matters to
be included in the Auditor's Report in
accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information
and according to the explanations given to
us:

i. As stated in Note no. 34.1, of the
Standalone Financial Statements, the
Company has disclosed the impact
of pending litigations on its financial
position in its Standalone Financial
Statements.

ii. As per the information and
explanations given by the Company,
the Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses.

iii. There are no amounts which are
required to be transferred to the
Investor Education and Protection
Fund during the year ended 31^st March,
2025.

iv. (a) The management has represented

that, to the best of it's knowledge
and belief, other than as disclosed
in the notes to the accounts,
no funds have been advanced
or loaned or invested (either
from borrowed funds or share
premium or any other sources or
kind of funds) by the company
to or in any other person(s) or
entity(ies), including foreign
entities ("Intermediaries"), with
the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall,
whether, directly or indirectly
lend or invest in other persons
or entities identified in any
manner whatsoever by or on
behalf of the company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the
like on behalf of the Ultimate
Beneficiaries;

(b) The management has
represented, that, to the best of
it's knowledge and belief, other
than as disclosed in the notes to

the accounts, no funds have been
received by the company from any
person(s) or entity(ies), including
foreign entities ("Funding
Parties"), with the understanding,
whether recorded in writing or
otherwise, that the company
shall, whether, directly or
indirectly, lend or invest in other
persons or entities identified in
any manner whatsoever by or
on behalf of the Funding Party
("Ultimate Beneficiaries") or
provide any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries; and

(c) Based on audit procedures which
we considered reasonable and
appropriate in the circumstances,
nothing has come to the notice
that has caused us to believe
that the representations under
sub-clause (i) and (ii) contain any
material misstatement.

v. The company has not declared or paid
any dividend during the year. Hence,
the provisions of section 123 of the
Companies Act, 2013 are not applicable.

vi. Based on our examination which
included test checks, the company
has used an accounting software for
maintaining its books of account which
has a feature of recording audit trail
(edit log) facility and the same has
operated throughout the year for all
relevant transactions recorded in the
software. Further, during the course of
our audit we did not come across any
instance of audit trail feature being
tampered with.

for Atmakuri & Co

Chartered Accountants
Firm Registration No.: 000268S

T Vivekananda Reddy

Partner

Hyderabad, Membership No.: 237072

29^th December, 2025 UDIN: 25237072HOIHCX5708