The Board of Directors present the 36^th Board's 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 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 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7 was allowed to be withdrawn.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against the company was also withdrawn.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 Hon'ble NCLT, Hyderabad Bench.

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 Company's 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 2024¬
25, 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
Company's 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 Company's 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 Auditor's 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.

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 30.06.2024, 30.09.2024,

31.12.2024 and 31.03.2025 by the re¬
constituted 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 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.

c) 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 has adopted the policies and procedures
for ensuring the orderly and efficient conduct of
its business including adherence to the Company's
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 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:

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
Hon'ble 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 arm's 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 Company's 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
Company's 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 co¬
operation 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: 29^th December, 2025 DIN: 00 005573 DIN: 00017122