Your Board of Directors (the 'Board') has immense pleasure in presenting the 18th Annual Report of Gayatri
Highways Limited (the "GHL" or "Company"). The Board's Report is prepared based on the Audited Standalone
Financial Statements of the Company for the Financial Year ended 31st March, 2024. The Audited Consolidated
Financial Statements of the Company shall form part of this report.

1. FINANCIAL SUMMARY:

A) STANDALONE

The Standalone Financial Results of your company for the year ended 31 st March 2024 are as follows:

(Amount in ? Lakhs)

B) CONSOLIDATED

The Consolidated Financial Results of your company for the year ended 31 st March 2024 are as follows:

(Amounting Lakhs)

STATE OF COMPANY'S AFFAIRS:

During the year, the Company achieved revenue of? 2,362.72 Lakhs and incurred net loss of?72.46 Lakhs on
a Standalone basis and the consolidated revenue was ? 2,206.35 Lakhs for continuing operations and total net
loss after non-controlling interests was ?44,107.64 Lakhs. Further the Company is exploring new opportunities.

FUTURE OUTLOOK

Infrastructure is a key enabler in helping India become a US$ 26 trillion economy. Investments in building and
upgrading physical infrastructure, especially in synergy with the ease of doing business initiatives, remain
pivotal to increase efficiency and costs. Prime Minister Narendra Modi also recently reiterated that infrastructure
is a crucial pillar to ensure good governance across sectors.

With the launch of the "Infrastructure for the Resilient Island States" initiative in November 2021, India will have
a significant opportunity to improve the lives of other vulnerable nations around the globe.

Road building accelerated in FY22 by government initiatives like the National Infrastructure Pipeline, National
Monetization Pipeline, Bharatmala Pariyojana, modifications to the Hybrid Annuity Model (HAM), and a quick
pace of asset monetization.

The PM GatiShakti National Master Plan, which includes implementation, monitoring, and support mechanisms,
was approved by the Indian Union Cabinet in October 2021.

For a redesigned, reform-based, and result-linked fresh electricity distribution sector scheme over the next five
years, the government declared Rs. 305,984 crores (US$ 42 billion). The Mega Investment Textiles Parks
(MITRA) scheme was introduced to create seven textile parks over three years and world-class infrastructure for
the textile industry.

The Union Budget & The Infrastructure Sector:

• The government has allocated Rs. 10 lakh crore (US$ 130.57 billion) to improve the infrastructure sector,
giving it a significant boost.

• The National Highways Authority of India received a budget of Rs. 134,015 crores ($17.24 billion) from the
government (NHAI).

• According to the government, The Ministry of Road Transport and Highways will receive an investment of
Rs. 60,000 crores (US$ 7.72 billion)

• The Ministry of Housing and Urban affairs will receive $ 9.85 billion from the Government or Rs. 76,549
Crores.

• To build and improve the nation's telecom infrastructure, the government gave the Department of
Telecommunications a budget of Rs. 84,587 crores (US$10.87 billion).

Over the next three years, 100 PM-GatiShakti Cargo Terminals for multimodal logistics facilities will be built.
The PM GatiShakti - National Master Plan for multimodal connectivity to economic zones received the majority
of attention. The PM Gati Shakti National Master Plan will integrate everything—from highways to trains, from
aviation to agriculture, and many ministries and departments.

Roadways: Under PM Gati Shakti, two lakh km of national highways are expected to be finished by 2024-25. In
2022-2023, the government plans to add 25,000 kilometres to the National Highways Network. All over the
nation, NH construction is moving along more quickly.

In the road's sector, the Government's policy to increase private sector participation has proved to be a boon for
the infrastructure industry as many private players are entering the business through the public-private partnership
(PPP) model.

Infrastructure support to nation's manufacturers also remains one of the top agendas as it will significantly
transform goods and exports movement making freight delivery effective and economical.

Your Company is exploring new opportunities to identify suitable and viable project or to continue and strengthen
its present business with its existing SPVs keeping in view the current business conditions, financial constraints,
modern technologies, project deadlines, safety protocols, compliances and market margins.

CHANGE IN THE NATURE OF BUSINESS

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

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Company's website; the web link for the same is
https://www.gayatrihighways.com/ExtractOfAnnualReturn.html

BOARD MEETINGS

During the year ended 31st March, 2024, Five Board Meetings were convened and held. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 & SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The dates on which the Board meetings were held are 18th May, 2023, 29th May, 2023, 10th August, 2023, 9th
November, 2023 and 13th February, 2024.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during the year ended 31st March,
2024 is as follows :

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Mr. M.V. Narasimha Rao- Chairman
Mr. G. Jagannadha Rao - Member
Ms. P. Laxmi - Member

During the financial year ended 31 st March, 2024, Five meetings were held by the Audit Committee on 18th
May, 2023, 29th May, 2023, 10th August, 2023, 9th November, 2023 and 13th February, 2024.

There has been no such incidence where the Board has not accepted the recommendation of the Audit Committee
during the year under review.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has a Nomination, Remuneration and Evaluation Policy in place and is made available on Company's
website, and can be accessed at:

https://www.gayatrihighways.com/pdf/CorpGov/Nomination_Remuneration_and_Evaluation_Policy.pdf

The Nomination and Remuneration Committee discusses and decides the appointment of the Board of Directors
and Key Managerial Personnel and their remuneration including the criteria for determining qualifications, positive
attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the
Act.

The Committee is headed by Mr. G. Jagannadha Rao as Chairman and Mr. M.V. Narasimha Rao and
Ms. P. Laxmi as members of the Committee.

During the financial year ended 31 st March, 2024, one meeting was held by the Nomination and Remuneration
Committee on 12th February, 2024.

The Nomination, Remuneration & Evaluation Policy is annexed as Annexure-I.

LISTING FEES

Your Company has paid the requisite Annual Listing fees to National Stock Exchange of India Limited (Symbol:
GAYAHWS) and BSE Limited (Scrip Code: 541546)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies were selected and applied them consistently and judgment and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company for the financial year ended 31st March, 2024 and of the profit and loss of the Company for
the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

f. that directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and such system were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is NOT APPLICABLE

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no changes in the Directors and Key Managerial Personnel during the year under review.

RETIREMENT OF DIRECTORS BY ROTATION

Directors are not required to retire by rotation.

DISQUALIFICATIONS OF DIRECTORS, IF ANY

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or
Schedule V Part II of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration of independence as required under section 149(7)
of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill
the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

All the Independent Directors of the Company have been registered and are members of Independent Directors
Databank maintained by Indian Institute of Corporate Affairs (IICA).

ONLINE PROFICIENCY SELF-ASSESSMENT TEST

All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted
by Indian Institute of Corporate Affairs (IICA).

CONFIRMATION FROM THE BOARD ON FULFILLMENT OF THE INDEPENDENCE CRITERIA OF
INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their respective declaration / disclosures under Section
149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the
independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations
and have also confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. Further, the Board after taking these declarations. Disclosures on
record and acknowledging the veracity of the same concluded that the Independent Directors are persons of
integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company
and are Independent of the Management.

AUDITORS REPORT

EXPLANATORY NOTES TO THE QUALIFICATIONS IN THE AUDITORS' REPORT:

Auditors Qualification (Standalone)

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.

Explanation:

As per the terms of the MOU dated 20.03.2019 between the parties, the ZISL is no more payable to Gayatri
Projects Limited and hence the company written back the ZISL.

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 Rs. 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.

Explanation:

The Company has requested for confirmation of balances and is yet to be received.

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.

Explanation:

The Lender has already claimed the amounts from the Guarantor M/s.Gayatri Projects Limited. Further the
lender has already submitted the claim to NCLT under IBC, 2016 against the Guarantor namely M/s.Gayatri
Projects Limited and NCLT has admitted and appointed IRP. As the matter is under dispute, the Company
did not provide interest for the said period.

Auditors Qualification (Consolidated)

1. As explained in note 18(v) and 18(vi) to the consolidated 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 Rs. 3,822.65 Lakhs as
per the existing loan agreements 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.

Explanation:

The Company has requested for confirmation of balances and is yet to be received.

2. As explained in note 18(vi) to the consolidated 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.

Explanation:

The Lender has already claimed the amounts from the Guarantor M/s.Gayatri Projects Limited. Further the

lender has already submitted the claim to NCLT under IBC, 2016 against the Guarantor namely M/s.Gayatri

Projects Limited and NCLT has admitted and appointed IRP. As the matter is under dispute, the Company

did not provide interest for the said period.

3. As explained in note 16 to the consolidated 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.

Explanation:

As per the terms of the MOU dated 20.03.2019 between the parties, the ZISL is no more payable to Gayatri

Projects Limited and hence the company written back the ZISL.

4. As detailed in Note No 48B to the consolidated financial statements, we were informed that the
parent did not receive the audited financial statements of Indore Dewas Tollways Limited (IDTL),
which is a material subsidiary of the Holding Company for the year ended 31 March 2024 for the
reasons stated there under. We were informed that the hon'ble NCLT bench at Hyderabad had
admitted IDTL into Corporate Insolvency Resolution Process (CIRP) under Section 7 of the
Insolvency and Bankruptcy Code (IBC), 2016 (as amended) and appointed Interim Resolution
Professional (IRP). In this regard, we were informed that the parent has compiled the financials
results of IDTL for the year ended 31 March 2024 that were included in the statement by adopting
the following procedure.

For the period 01st April 2023 to 30th October 2023, based on books of accounts and for the
period 31st October 2023 to 31st March 2024, as nil transactions

In the absence of the consolidation of subsidiary for the full year, we are unable to determine
the effects on the consolidated financial statements of the failure to consolidate the subsidiary
for the full year.

The hon'ble NCLT bench at Hyderabad had admitted IDTL into Corporate Insolvency Resolution Process
(CIRP) under Section 7 of the Insolvency and Bankruptcy Code (IBC), 2016 (as amended) and appointed
Interim Resolution Professional (IRP) with effect from 31st October, 2023. We have pursued the IRP of
IDTL to provide the annual accounts for the financial year 2023-24, but we have not received any information
or response from him. Hence we have prepared the consolidated accounts based on the available information
from 1st April 2023 to 30th October 2023.

5. We draw your attention to the following qualification to the audit opinion of the financial
statements of Sai Maatarini Tollways Limited, a subsidiary of the Holding Company issued by
an independent firm of Chartered Accountants vide its Report dated 16 May 2024 reproduced
by us as under. (Refer note 48 to the consolidated financial statements)

a. Note 48A(1) regarding settlement agreement entered between the company and NHAI on
30th March 2023.As per the settlement agreement the company and NHAI had agreed for a
termination payment of Rs.96,803 lakhs against all disputes/claims. The settlement amount
of Rs.96,803 Lakhs includes termination payment, interest, claims receivable by the
company net of recoveries by NHAI. The company had received Rs 79,650 lakhs and balance
settlement amount to be received is Rs 17,153 lakhs. However pending settlement with the
lenders, the company continues to recognise Net receivable from NHAI of Rs.98,578 Lakhs
(Net of Rs 79,650 lakhs receipt). Henceforth the expenses (Write off of Receivable) of the
company are understated by Rs. 81,425 lakhs and assets overstated by Rs. 81,425 lakhs.

Explanation:

Since the NHAI has not fully paid the amount as per the settlement agreement dated 30th March, 2023 and
still the balance settlement amount to be received is Rs 17,153 lakhs, hence SMTL has not written off the
receivable.

b. Note 48A(2)(c) to the financial statements regarding non receipt of the confirmations of balances
from banks and financial institutions in respect of borrowings of Rs. 2,11,996.16 Lakhs for the
reasons detailed in the said note. The company had recognized interest expense and other
finance charges during the period amounting to Rs 27,467.33 Lakhs as per existing loan
agreements. We are unable to comment on impact, if any, on loss for the year and the Reserves
had the confirmations been received from the lenders.

Explanation:

Since the accounts of SMTL has become NPA and the lenders have not provided the account statements
for the period ended 31st March, 2024. The lead banker namely IDBI Bank has already filed an application
with NCLT under IBC, 2016 and the matter may be admitted and IRP may be appointed at any time.

c. Note 48A(3) regarding non-recognition of liability towards goods and services Tax (including
interest and penalty) amounting to Rs 12,392 Lakhs in respect of termination payment received
from National Highways Authority of India and other reasons stated in the said note. Pending
the ultimate outcome of this matter, which is presently unascertainable, no adjustments have
been made in the financial statements.

Explanation:

Since the matter is still pending with Commissioner of Appeals and also NHAI has withheld an amount of
around Rs 17,153 lakhs towards the GST liability, SMTL has not recognised the GST liability in its books
of accounts. Further the Company is of the opinion that the GST is not applicable on termination payments
paid/payable by NHAI.

d. Note 48A(4) wherein during the financial year 2022-23, the company has written off a receivable
of Rs.1,011.02 Lakhs from Gayatri Projects Limited and written back trade payable of Rs.2,915.68
Lakhs and claims payable of Rs 22,745 lakhs to Gayatri Projects Limited. However, we have not
received any confirmation from Gayatri Projects Limited for the write off/writeback.

NHAI has terminated the project due to non-completion of the project and non-performance of O&M activities
by the Gayatri Projects Limited (the contractor). As per the settlement agreement with NHAI dated 30.03.2023,
NHAI has not made any payments with respect to above amounts. Hence SMTL has written off and written
back the respective receivables and payables.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investment made or guarantee given or security provided under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangements with the Related Parties during the financial
year. Therefore, reporting of such particulars in Form AOC-2 is not applicable to your Company. There were no
materially significant Related Party T ransactions made by the Company during the year that would have required
Shareholders' approval under the Listing Regulations.

FAMILIARISATION PROGRAMMES

Your Company conducts familiarization programme for the Independent Directors to enable them to familiarize
with the Company, its management and its operations so as to gain a clear understanding of their roles, rights
and responsibilities for the purpose of contributing significantly towards the growth of the Company. They are
given full opportunity to interact with senior management personnel and are provided with all the documents
Gayatri Highways Limited 18th Annual Report 2023-24 required and/or sought by them to have a good
understanding of the Company, its business model and various operations and the industry of which it is a part.

The Familiarisation Programme was imparted to the Independent Directors during the meeting of the Board of
Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is
accessible at https://www.gayatrihighways.com/DirectorsFamiliarisationProgramme.html

CODE OF CONDUCT

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel,
which reflects the legal and ethical values to which your Company is strongly committed. The Directors and
Senior Management Personnel of your company have Complies with the Code as mentioned here in above.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable
to them, for the financial year ended 31st March, 2024.The said Code is available on the website of the your
Company at: http://www.gayatrihighways.com/pdf/CorpGov/GHL-Code%20of%20Conduct.pdf

TRANSFER OF AMOUNT TO RESERVES

Since the Company has not made any profits for the Financial Year ended 31 st March, 2024, the Company does
not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares or Preference Shares for the
financial year ended 31st March, 2024.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the
date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. CONSERVATION OF ENERGY: Not Applicable

i) the steps taken or impact on conservation of energy; NA

ii) the steps taken by the company for utilising alternate sources of energy; NA

iii) the capital investment on energy conservation equipments; NA

B. TECHNOLOGY ABSORPTION: Not Applicable

i) the efforts made towards technology absorption; NA

ii) the benefits derived like product improvement, cost reduction, product development or import
substitution; NA

iii) in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)- NA

(a) the details of technology imported; NA

(b) the year of import; NA

(c) whether the technology been fully absorbed; NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA
and

e) the expenditure incurred on Research and Development; Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Not Applicable

Total Foreign Exchange Earned: Nil
Total Foreign Exchange Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy and the regulation 21 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as it does not fall under the
category of top [1000] listed entities, determined on the basis of market capitalization, as at the end of the
immediate previous financial year.

The Company has implemented a standard operating procedure for all accounting and financial matters to
reduce accounting and financial risk to minimal levels and to ensure that the financial statements are free of
material misstatements.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The Company has Corporate Social Responsibility Policy in place and is made available on Company's website,
and can be accessed through the weblink:

https://www.gayatrihighways.com/pdf/CorpGov/GHL%20-%20Corporate%20Social%

20Responsibility%20Policy.pdf

The Corporate Social Responsibility committee was constituted as follows:

Mr. M.V. Narasimha Rao - Chairman
Mr. G. Jagannadha Rao - Member
Ms. P. Laxmi - Member

The Committee meetings are held as and when required by the Company.

Since there are no profits in the Company during the immediately preceding financial year, the company was not
required to spend the amount towards Corporate Social Responsibility. The Corporate Social responsibility
policy of the Company is annexed herewith as Annexure-II.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation
has been carried out has been explained in Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standards Ind AS - 110, Ind AS - 28 and Ind AS 31 issued by the Institute
of Chartered Accountants of India and specified under section 133 of the Companies Act, 2013 read with Rule 7
of the Companies (Accounts) Rules, 2014, your Board is attaching the Consolidated Financial Statements for
the financial year ended 31st March 2024, which forms part of the Annual Report and accounts.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited
accounts of its subsidiaries on its website https://www.gayatrihighways.com/annual-reportsibsidary.html and a
copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their
request.

SUBSIDIARY COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2024, your Company has five subsidiaries and three Jointly Controlled
Entities and is as follows:

Subsidiaries:

Gayatri Jhansi Roadways Limited
Gayatri Lalitpur Roadways Limited
Sai Maatarini Tollways Limited
Indore Dewas Tollways Limited
Balaji Highways Holding Private Limited

Jointly Controlled Entities:

Hyderabad Expressways Limited
Cyberabad Expressways Limited
HKR Roadways Limited

A statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint
ventures in Form AOC - 1 is enclosed herewith as Annexure-III

We would like to inform you that our wholly owned subsidiary 'Sai Maatarini Tollways Limited' (SMTL) has issued
a notice dated 9th March 2019 of "Intention to Terminate the Concession Agreement on account of, inter-alia,
irreparable loss of toll revenue due to reasons not attributable to the Concessionaire-Force Majeure (Political
Event)" to NHAI to terminate the concession agreement and also issued "Termination Notice for the Force
Majeure (Political Event) on 27th March 2019.

NHAI had issued a Notice dated 10.04.2019 of "Intention for Termination under clause 37 of the concession
agreement dated 28.09.2011" stating default of the concessionaire. In response to this notice, SMTL replied in
detail to NHAI that the default is not on part of the Concessionaire. Later the Lenders had exercised their Right
to Substitution of concessionaire vide their letter dated 24.04.2019. Based on that NHAI withhold the termination
for 9 months.

There after NHAI terminated the Concession Agreement vide their letter dated 28.01.2020 and the project
assets have been handed over to the NHAI at 08.00 AM on 30.01.2020.

SMTL, based on Authority's default, has raised a claim of Rs. 2,834.47 Cr (which includes Equity of
Rs.835.19 Cr and Total Debt Due of Rs.1,999.28 Crs) strictly adopting the relevant clauses of the Concession
Agreement.

SMTL has filed a petition as per Section 9 of the Arbitration & Conciliation Act, 1996 in the High Court of Delhi,
New Delhi against NHAI on 21st December, 2019 requesting NHAI to deposit 90% of the Debt Due i.e., Rs.
1,765.08 Crore (Rs. 1,961.2 X 90%) as per the provisions of the Concession Agreement.

This Petition was filed to protect the interest of the lenders and to remit an amount of Rs. 1,765.08 Crores to the
Consortium of Lenders.

The proceedings of CCIE started in the month of June, the first meeting was held on 01.07.2020, in which the
CCIE has opined that the Concession Agreement had been terminated on account of mutual differences between
the parties with none of them being at default of their respective obligations under the Concession Agreement.
As such, the CCIE had advised that the parties should amicably resolve the disputes to avoid protracted
litigation. The company vide their letter dated 13.03.2021 requested NHAI for arranging a Second meeting before
CCIE.

SMTL engaged Deloitte as an exclusive financial advisor, based on the Deloitte report, SMTL wrote a letter to
NHAI GM(T) dated 17.11.2020 requesting to release the Termination payment. As per the discussions with NHAI
Officials it is found that NHAI is going to pay a mere amount towards Termination Payment.

The NHAI has released Rs.35,861 Lakhs as an advance for Termination Payment payable to the company and
after deducting TDS of Rs. 537 Lakhs & GST TDS of Rs. 717 Lakhs on Rs. 35,861 Lakhs an amount of
Rs. 34,606 Lakhs is credited to the Companies Escrow account on 31.03.2021. Further, NHAI has released
Rs. 11,006 lac on 5th April 2021 as an advance for Termination Payment and after deducting TDS of Rs. 165 lac
and GST TDS of Rs. 220 lac, an amount of Rs. 10,621 lac was credited to the Companies Escrow Account.
IDBI Bank Limited (Lead Lender) on behalf of all the consortium lenders filed a case against M/s Sai Maatarini
Tollways Limited and its directors and M/s Gayatri Projects Limited & M/s IDBI Trusteeship Services Limited
under sub-section (4) of Section 19 of the Debt Recovery Tribunal Act, read with Sub Rule (2A) of Rule 5 of the
Debt Recovery Tribunal (Procedure) Rules, 1993, whereas the case is listed before Hon'ble Debts Recovery
Tribunal-1 on 23.09.2020.

Whereas, Hon'ble Tribunal issued summons on the said Application under Section 19 (4) of the Act, (Order
Application) for recovery of debts of Rs. 2051,21,51,325.42 Ps on 05.10.2020, where under SMTL directed to file
Written Statement. SMTL received all the documents on 17.03.2021 and they have to file the counter petition.
Settlement Agreement with NHAI on 30.03.2023

During the consortium meeting held on 21.03.2023 lenders reiterated their stand that the balance termination
payment of Rs.337.20 crore from NHAI would be full and final settlement from NHAI, and advised SMTL to
complete the formalities for release of termination payment from NHAI before end March 2023 and also to
execute necessary documents.

Accordingly, In connection with the termination of the project, the SMTL has entered in to a Settlement agreement
with NHAI on 30.03.2023 towards the full and final settlement of all dues and Claims and both the parties (NHAI
and the Company) shall not have any rights and obligations towards each other as per the settlement agreement.
As per the settlement agreement, the termination payment of Rs 968.03 cores was agreed by the parties, of
which an amount of Rs 468.67 crores was received by the Company and the balance of the termination payment
amounting to Rs 499.36 crores were to be received.

Subsequently, the Deputy Commissioner of CT & GST, Keonjhar circle has issued a letter to the Project director,
NHAI dated 31.03.2023 with regard to the realization of the government dues (GST) pending against the Company
for the period April 2020 to April 2021, wherein it was mentioned to recover the government dues on priority basis
as per the provisions of the law, if any amount is becoming due to him from your office. Accordingly NHAI has
not disbursed the balance termination payment amount as on 31.03.2023.

The NHAI has released the appeal Fee of Rs.5.62cr to SMTL on 14.08.2023 on request of the Lead Bank. The
Company had paid the appeal fee and filied the appeal to the appelette authority, GST department, Cuttack. The
Appeal application was accepted and issued the form APL-02. The Company has submitted the APL-02 to the
GST Department and requested to remove the stay and allow NHAI and IDBI Bank to release the balance
Termination Payment. The NHAI has released the remaining termination payament of Rs.331.14 crs to the
Company on 09.10.2023 to the Escrow Bank (IDBI Bank). The Lead banker (IDBI Bank) has released the
amount of Rs.328.00 crs out of Rs.331.14 crs to the Senior Lenders.

Details of Application made against Sai Maatarini Tollways Limited (SMTL) under The Insolvency and
Bankruptcy Code, 2016.

Financial creditor i.e IDBI Bank Limited, Chapel Road Branch, Hyderabad, has filed an application against our
Material Subsidiary M/s. Sai Maatarini Tollways Limited (SMTL) before the Hon'ble National Company Law
Tribunal, Hyderabad Bench under section 7 of The Insolvency and Bankruptcy Code, 2016, read with the Insolvency
and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for a default amount of INR 457,56,33,859/
- (Rupees Four Fifty Seven Crores Fifty Six Lakhs Thirty Three Thousand Eight Hundred Fifty Nine Only).
Indore Dewas Tollways Limited (IDTL)

The Hon'ble NCLT Bench at Hyderabad had admitted IDTL into CIRP vide its order dated 31.10.2023, in response
to the application made by Union Bank of India, SAM Branch, Hyderabad under the provision of Section 7 of
IBC, 2016 against the default of Rs.194,24,55,662.20/- outstanding loan to the bank and appointed Mr. Madhu
Sudhanarao Mallipaddi an Insolvency Professional with IBBI Regn No. IBBI/IPA-001/IP-P-02633/2022-2023/
14081 as Interim Resolution Professional (herein after called IRP).

The IRP has made public announcement in Form-A (Under Regulation 6 of the Insolvency and Bankruptcy Board
of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016) for the attention of the
creditors of Indore Dewas Tollways Limited in Financial Express, English, Hyderabad Edition, Nava Telangana,
Telugu, Hyderabad Edition, Times of India, English, Indore Edition and Swadesh, Hindi, Indore Edition on
04.11.2023 to submit their claims on or before 14.11.2023.

The IRP has received claims of Rs.648,15,30,921.43/- from Union Bank of India, State Bank of India, Punjab
National Bank and India Infrastructure Finance Company Limited (IIFCL).

The IRP has constituted the COC with Union Bank of India, State Bank of India, Punjab National Bank and India
Infrastructure Finance Company Limited (IIFCL) as its members and COC has appointed him as Resolution
Professional with effect from 04.12.2023.

Status of Financial Statements of IDTL and its consolidation:

With regard to the Status of financial Statements, IRP has represented that there is no business activity after
his appointment i.e., 31.10.2023. Hence the consolidated financial statements were being prepared based on
accounts updated upto 30.10.2023 and assumed no significant transactions during 31.10.2023 to 31.12.2023 as
represented by IRP and also there is no information provided by IRP for the period 01.01.2023 to 31.03.2024.
No Company ceased to be the Company's subsidiary, joint venture or associate company.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

As per Rule 8 of Company's (Accounts) Rules, 2014 a Report on the financial performance of subsidiaries,
associates and joint venture companies along with their contribution to the overall performance of the Company
during the Financial Year ended 31 st March, 2024 is enclosed as Annexure-IV.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations during the financial year.

STATUTORY AUDITORS

M/s.PRSV & Co. LLP, Chartered Accountants, bearing ICAI Regd. No. S200016, were appointed as statutory
auditors of the Company to hold office from the conclusion of 16th Annual General Meeting till the conclusion of
the 21 st Annual General Meeting.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed
under the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, Hence, the disclosure pertaining to remuneration and
other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

Your Company has ensured that appropriate policies and procedures are adopted for ensuring orderly and efficient
conduct of the business, including adherence to Company's policies, the safeguarding of its assets, prevention
and detection of fraud and error, the accuracy and completeness of accounting records, and the timely preparation
of reliable financial information. The Company has Internal Financial Controls with reference to the Financial
Statements commensurate with the size of the operations of the Company and adequate and operating efficiently.

SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March, 2024 is Rs. 2,156,306,800 divided into 239,651,900
Equity Shares of Rs.2/- each fully paid up and 167,700,300 9% Non-convertible Cumulative Redeemable Preference
shares (NCRPS) of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and provides details of the
overall industry structure, developments, performance and state of affairs of the Company's various businesses
viz., infrastructure BOT, Annuity projects and their adequacy, Risk Management Systems and other material
developments during the financial year. The Management Discussion and Analysis Report for the financial year
under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015, is enclosed as Annexure-V.

CEO AND CFO CERTIFICATION

The annual certification given by the Chief Executive Officer and Chief Financial Officer of the Company is
published in this Annual Report.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors have appointed M/s V. Shankar & Co.,
Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the
Financial Year ended 31st March, 2024. The Secretarial Auditors Report issued in Form MR-3 is annexed to this
Board's Report as Annexure-VI.

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

The Secretarial Audit of Material Unlisted Subsidiaries of your Company i.e., Gayatri Jhansi Roadways Limited
(GJRL), Gayatri Lalitpur Roadways Limited (GLRL) and Sai Maatarini Tollways Limited (SMTL) for the Financial
Year ended 31 st March, 2024 was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation
24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit
Report of all the above mentioned Material Unlisted Indian Subsidiaries issued by Mr. C.N. Kranthi Kumar,
Company Secretary in Practice does not contain any qualifications, reservations or adverse remarks or disclaimers.
The Hon'ble NCLT Bench at Hyderabad had admitted one of the Material Unlisted Subsidiary of your Company
i.e., Indore Dewas Tollways Limited (IDTL) into Corporate Insolvency Resolution Process vide its order dated
31.10.2023, in response to the application made by Union Bank of India, SAM Branch, Hyderabad under the
provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016 and had appointed an Interim Resolution
Professional.

The Company has not received the Secretarial Audit Report for the financial year ended 31 st March, 2024 with
respect to IDTL from the Resolution Professional accordingly above said Secretarial Audit Report is not attached
to this Board Report.

The Secretarial Auditors Report of GJRL, GLRL and SMTL in Form MR-3 are annexed to this Board's Report as
Annexure-VII(A), (B) and (C) respectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken a check by the Practicing Company Secretary on annual basis on compliance of
all applicable Securities and Exchange Board of India Regulations and circulars/ guidelines issued there under
for the Financial Year ended 31st March, 2024 as per SEBI Circular No. CIR/CFD/CMD1/27/2019, Dated February
08, 2019 as amended from time to time. The Annual Secretarial Compliance Report issued by Mr. C.N.Kranthi
Kumar, Company Secretary in Practice has been submitted to the Stock Exchanges within 60 days of the end
of the Financial Year 31st March, 2024 and same is annexed to this Board's Report as Annexure-VII (D).

EXPLANATIONS OR COMMENTS BY THE BOARD ON AUDITOR'S REPORT AND SECRETARIAL AUDIT
REPORT

There are qualifications made by the Auditors in their Independent Auditor's Report for Standalone and Consolidated
Financial Statements. The Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d) for
the financial year ended 31 st March, 2024 is attached to the Financial Statements.

The Explanation to the Qualification made by the Statutory Auditors are included in this Board's Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in
their Secretarial Audit Report. Therefore, no explanations or comments from the Board are required.

DETAILS OF FRAUDS

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies
Act, 2013.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed Ms. K.V. Meher Vani, Chartered Accountant (M.No.214471)
(Rep. by Shalang Advisory Services (OPC) Private Limited) as an Internal Auditor to conduct Internal Audit of
the Company.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION
148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section
148 of the Companies Act, 2013 is not applicable to the Company.

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

During the year under review there were no applications made or any proceedings pending against the company
under the Insolvency and Bankruptcy Code. 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As Company has not done any one time Settlement during the year under review hence no disclosure is required.
CORPORATE GOVERNANCE REPORT

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance
practices. A separate report on Corporate Governance pursuant to the provisions of Corporate Governance Code
stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is enclosed as
Annexure-VIII as a part of the Annual Report along with the certificate from the Company Secretary in Practice
regarding compliance of conditions of corporate governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the
mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is
affirmed that no personnel of the Company had been denied access to the Audit Committee. The policy of vigil
mechanism is available on the Company's website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are covered
under the Whistle Blower Policy.

DETAILS OF SHAREHOLDERS' COMPLAINTS:

During the year, there were no complaints were received from shareholders.

PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
('the PIT Regulations') on prevention of insider trading, your Company has in place a Code of Conduct for
regulating, monitoring and reporting of trading by Designated Persons. The said Code lays down guidelines,
which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with
the shares of the Company and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitive
information including a policy for determination of legitimate purposes along with the Institutional Mechanism for
prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information. Further, your Company has put in
place adequate and effective system of internal controls and standard processes have been set to ensure
compliance with the requirements given in these regulations to prevent insider trading.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of schedule IV (Code for Independent Directors) of the Companies Act, 2013
and SEBI (LODR) Regulation, 2015, a meeting of the Independent Directors of the Company was held in the
financial year on 12th February, 2024, without the attendance of Non-Independence Directors and members of
the management.

DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 are not applicable to the Company and the constitution of Internal Complaints Committee is also not
applicable to the Company.

ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health
and well-being of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business
activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) and is preparing and presenting its financial
statements in Ind AS starting from the Financial Year 2016-17 pursuant to Ministry of Corporate Affairs notification
of the Companies (Indian Accounting Standards) Rules, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of
Company Secretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role
for organizational growth. During the year, the Company maintained a record of peaceful employee relations.
Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout
the year.

CYBER SECURITY

Company has established requisite technologies, processes and practices designed to protect networks,
computers, programs and data from external attack, damage or unauthorized access. The Company is conducting
training programs for its employees at regular intervals to educate the employees on safe usage of the Company's
networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the
Company's data. The Board of Directors are reviewing the cyber security risks and mitigation measures from
time to time.

GIVEN BELOW ARE THE VARIOUS STEPS TAKEN BY THE COMPANY FOR PREVENTION OF INSIDER
TRADING:

i) The Company has adopted the Policy on Code of Practices and Procedures for Fair Disclosures;

ii) The Company has adopted Whistle Blower Policy;

iii) The Company is closing the Trading Window during the period of declaration of Financial Results;

iv) Identification of employees who have access to Unpublished Price Sensitive Information (UPSI) as designated
persons;

v) Structured Digital Data Base software is maintained by the Company internally for recording the
communication of the UPSI.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the SEBI Listing Regulations, quarterly audit of the Company's share capital is being carried out
by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with
NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary's
Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of
Directors.

ACKNOWLEDGEMENTS

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business Partners/
Associates, Financial Institutions, Insurance Companies, Central and State Government Departments for their
continued support and encouragement to the Company.

We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen
at all levels.

For and on behalf of the Board

Place: Hyderabad M.V.NARASIMHA RAO KRISHNAMURTHY CHATURVEDI

Date: 30.07.2024 DIRECTOR DIRECTOR

DIN: 06761474 DIN:08661228