We have audited the accompanying standalone financial statements of Gayatri Highways Limited ("the Company"),
which comprise the Balance Sheet as at 31 March 2024 and the Statement of Profit and Loss including Other
Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended,
and notes to the standalone financial statements, including material accounting policy information and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the
effects of the matter described in the Basis for Qualified Opinion section of our report , the aforesaid standalone
financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the
manner so required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31, 2024, and loss including other comprehensive
income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1 As explained in note 11 to the financial statements, the company has written back Zero Interest Subordinate
Loan (ZISL) payable to Gayatri Projects Limited of Rs. 17,887.51 Lakhs during the financial year 2022-23
which has been subject to confirmation from Gayatri Projects Limited. In the absence of balance confirmation,
we are unable to comment upon the aforesaid write back and the carrying value of the payable as at 31
March 2024 or any adjustments required to and the consequent impact if any, on the financial statements
had the confirmation been received from the Gayatri Projects Limited.

2. As explained in note 13(v) and (vi) to the financial statements the company has defaulted in repayment of
outstanding term loan of Rs. 3,822. 65 Lakhs and outstanding accumulated interest of Rs. 1,193.21 Lakhs
(Interest was recognized in the financial statements till 31 March 2023) payable to IL&FS Financial Services
Limited . The company has been calculating and recognizing interest only on the defaulted principle of
3,822. 65 Lakhs as per the existing loan agreement since the Company has not received balance confirmation
from the said lender. In the absence of balance confirmation, we are unable to comment on the carrying
value of term loan principle and outstanding interest as at 31 March 2024 or any adjustment required to and
the consequent impact if any on the financial statements had the confirmations been received from the
lender.

3. As explained in note 13(vi) to the financial statements the company did not provide interest on the outstanding
term loan of Rs. 3,822. 65 Lakhs due to IL&FS Financial Services Limited for the period 01 April 2023 to 31
March 2024. The Company's records indicate that, had management has provided interest for the period 01
April 2023 to 31 March 2024, the expenses and the corresponding liability would have been increased by Rs.
573. 40 Lacs and total equity would have been reduced by Rs. 573.40 Lakhs.

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Ind AS
financial statements under the provisions of the Companies Act, 2013 and the Rules there under, 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 opinion.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the

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 the key audit matters to be communicated
in our report.

Information Other than the Ind 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 Annual Report but does not include the Ind AS financial statements and
our auditor's report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial
statements or our knowledge obtained during the course of our 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 communicate the matter to those charged with governance under SA720 "The Auditor's
responsibilities relating to Other Information".

Responsibility of Management and Those Charged with Governance for the Standalone Ind AS 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, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards
specified under section 133 of the Act. 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;
making judgments 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 statement that
give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is 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 management 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 Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 it is not a guarantee that an 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 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 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 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 financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

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.

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 Flow 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 March 2024 taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2024 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) 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. The Company has disclosed the impact of pending litigations on its financial position in its standalone

financial statements to the extent applicable.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company.

iv. a) the management has represented that, to the best of their knowledge and belief, 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 or entity, 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 their knowledge and belief, no funds have been
received by the Company to or in any other person or entity, 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 person or entity 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 our audit procedures that were considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under above sub¬
clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April
2023. Based on our examination which included test checks the Company has used accounting software for
maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the respective software, Further, for
the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective
accounting software, we did not come across any instance of the audit trail feature being tampered with.

3. The Company did not pay any remuneration to its directors during the current year

For PRSV & Co. LLP

Chartered Accountants

Firm's Registration No.: S200016

Y. Venkateswarlu

Partner

Membership No: 222068

Place : Hyderabad

Date : 29 May 2024

UDIN: 24222068BKAVRI9642