Gayatri Highways Ltd

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.

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

(Amount in Rs. Lakhs)

Gayatri Highways Limited

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

(Amounting Lakhs)

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

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 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.

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

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

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.

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

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.

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.

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

The Audit Committee consists of the following Directors:

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.

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

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

Directors are not required to retire by rotation.

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.

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.

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).

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

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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

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.

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

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

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

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.

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:

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.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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).

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.

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

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.

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.

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

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.