Directors Report of Gayatri Projects Ltd.

Mar 31, 2025

The Board of Directors present the 36^th Board''s Report
of the Company together with the summary of
standalone and consolidated financial Statements for
the year ended 31^st March, 2025.

Corporate Insolvency Resolution Process

As informed earlier, Corporate Insolvency Resolution
Process (CIRP) was commenced against the Company
w.e.f. November 15, 2022 pursuant to order of Hon''ble
NCLT, Hyderabad Bench. The Committee of Creditors
(CoC) approved the appointment of Mr. Sai Ramesh
Kanuparthi as the ''Resolution Professional'' (RP) of the
company. Consequent upon the initiation of CIRP, the
powers of the Board were suspended and vested in the
RP.

Withdrawal of Corporate Insolvency Resolution
Process

The application filed under section 12A of the Insolvency
and Bankruptcy Code, 2016 (IBC) has been approved
by the Hon''ble NCLT on 10^th September, 2025, and the
Company Petition IB/308/HDB/2022 under Section
7 was allowed to be withdrawn. Accordingly, the CIRP
against the company was also withdrawn. Therefore,
the company was under CIRP throughout the financial
year 2024-25.

The Board and Committees of the Board were
reconstituted on 13^th September, 2025. Following the
NCLT order, the Management affairs of the company are
vested back to the promoters of the company. Further
the Company has complied with proposal filed u/s 12A
of IBC before the Hon''ble NCLT, Hyderabad Bench.

Financial Results: (C in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	44,992.45	67,955.03	44,992.45	67,955.03
Profit Before Interest, Depreciation, Exceptional Items and Taxes	251.80	4,654.08	246.92	(284.86)
Less: Financial Cost	2,014.50	234.67	2,014.50	234.68
Profit before Depreciation, Exceptional Items and Taxes	(1,762.70)	4,419.41	(1,767.58)	(519.54)
Less: Depreciation and Amortisation Expenses	4,309.54	4,917.15	4,309.54	4,917.15
Add : Other Income	2,010.46	3,740.80	21,210.45	3,740.80
Profit before Exceptional Items and Taxes	(4,061.78)	3,243.06	15,133.33	(1,695.89)
Less:
(i) Exceptional Items (Net)	(2,817.83)	(8,544.88)	(2,817.83)	(8,544.88)
(ii) Share of profit / (loss) of Joint venture /	-	-	73.71	137.09
Associates
(iii) Adjustment on account of de-recognition of Associate	-	-	-	14,249.55
Profit Before Tax	(6,869.61)	(5,301.82)	12,389.21	4,145.87
Tax expense	-	-	0.11	-
Profit After Tax	(6,869.61)	(5,301.82)	12,389.10	4,145.87
Other Comprehensive income/(losses) for the Year	(481.99)	331.53	(526.65)	169.15
Total comprehensive income for the year	(7,361.60)	(4,970.29)	11,862.45	4,315.02
Paid up Capital	3,743.97	3,743.97	3,743.97	3,743.97

Review of Operations:

Your Company has achieved revenue of C 449.72
crores in F.Y. 2024-25 as against C 679.55 crores in the
previous year on a standalone basis. The revenue from
operations has declined in F.Y. 2024-25 when compared
to the last year. The Company incurred a loss of C 68.80
crore for the F.Y. 2024-25 as against C 53.02 crore in the
previous year.

Future Outlook:

The management of your company is quite optimistic
about substantial improvement in the order book
so as to revive the Company''s growth. The company
currently has an order book of C 5,500 crore, which is
expected to further strengthen with additional orders
anticipated during the current financial year. Upon
completion of the OTS payment, the company is now
debt-free save for bank guarantees and is eligible to bid
for large-scale bulk orders.

Dividend:

In view of the losses incurred for the financial year 2024¬
25, your directors do not recommend any dividend for
the said period.

Reserves:

As the company has not earned any profit for the
financial year ended 31^st March, 2025, your directors do
not propose to transfer any amount to reserves.

Management Discussion & Analysis:

Management Discussion and Analysis Report, as
required in terms of SEBI Listing Regulations, is annexed
which forms part of this Report as Annexure -1.

Dividend Distribution Policy:

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (''SEBI
Listing Regulations'') the Board of Directors of the
Company (the ''Board'') formulated and adopted the
Dividend Distribution Policy (''Policy'').

In compliance of the SEBI Listing Regulations, the Policy
is annexed as Annexure - 2 and is also available on the
Company''s website at: https://www.gayatri.co.in/pdf/
GPL_Dividend_Distribution_Policy.pdf

Share Capital:

During the period under review, there were no changes
in the share capital of the Company. The Authorised
share capital of the company as on 31^st March, 2025

is C 80,00,00,000 divided into 40,00,00,000 equity
shares of C 2/- each and the paid-up share capital of
the Company is C 37,43,97,370 divided in to 18,71,98,685
Equity shares of C 2/- each.

However, the Authorised share capital of the Company
was increased from C 80,00,00,000 to C 120,00,00,000
vide shareholders'' resolution passed at the
Extraordinary General Meeting held on 23^rd October
2025 while the paid-up share capital of the Company
remains the same.

Material Changes and Commitments affecting the
Financial Position of the Company:

The Company fulfilled its obligations under the
Resolution of Debt Plan by completing one-time
settlement (OTS) of outstanding debts of C 750 crores
owed to the creditors. Approval of shareholders of the
company was obtained at the Extraordinary General
Meeting held on 23^rd October 2025 for raising of funds

i.e., C 314 crores through issue of shares on preferential
basis to Promoter and Non Promoter group which is in
progress.

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

Board of Directors and Committees:

Consequent upon the initiation of CIRP against the
company w.e.f 15^th November, 2022, the powers of the
Board were suspended and vested in the Resolution
Professional (RP).

Pursuant to sub-regulations (2A) and (2B) of Regulation
15 of SEBI Listing Regulations, the provisions of
Regulations 17, 18, 19, 20 and 21 pertaining to Composition
and Meetings of the Board and various Committees
including Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship
Committee and Corporate Social Responsibility
Committee shall not apply to a company undergoing
CIRP.

However, the proviso to sub-regulations (2A) and (2B)
provides that role and responsibilities of the Board
of Directors and its Committees as specified under
Regulations 17, 18, 19, 20 and 21 shall be fulfilled by RP in
accordance with sections 17 and 23 of the IBC.

By reason of undergoing CIRP, the Board of Directors of
the company remained suspended during the financial
year 2024-25. During the period under review, there
was no change among the Board of Directors.

In accordance with the requirements of the Companies
Act, 2013 and the Articles of Association of the
Company, Mr.T.V.Sandeep Kumar Reddy retires by
rotation in terms of section 152(6) of the Companies
Act, 2013 and being eligible, offers himself for
re-appointment at the ensuing Annual General
Meeting. Your Board of Directors recommends his
re-appointment. His brief profile has been provided
elsewhere in this Annual Report.

Key Managerial Personnel (KMP):

The term of office of Mr.T.V. Sandeep Kumar Reddy as
Managing Director was completed on 30^th September
2024. The vacancies that occurred in the office of Chief
Financial Officer and Company Secretary were not filled
during the year under review.

Remuneration and other matters provided in section
178(3) of the Act have been disclosed in the corporate
governance report, which forms part of this report.

Directors'' Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act,
2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

(b) the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the company at the end of the
financial year and of the profit and loss of the
company for that period;

(c) the directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

(d) the directors had prepared the annual accounts
on a going concern basis;

(e) the directors, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

(f) the directors had devised proper systems to
ensure compliance with the provisions of all

applicable laws and that such systems were
adequate and operating effectively

Subsidiaries, Associates and Joint Ventures:

The Company has 2 (Two) subsidiary companies
(including step down subsidiary) and 1 (one) associate
company as on 31^st March, 2025 as per the Companies
Act, 2013. During the year under review, the Board
of Directors reviewed the affairs of material unlisted
subsidiary.

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014,
a separate statement containing the salient features of
the financial statements of the subsidiary Companies/
Associate Companies/Joint Ventures prepared in Form
AOC-1 are given in Annexure- 3.

In accordance with the provisions of Section 136 of the
Act and the amendments thereto, read with the SEBI
Listing Regulations the audited Financial Statements,
including the consolidated financial statements and
related information of the Company and financial
statements of the subsidiary companies are available
on our website www.gayatri.co.in.

The company has adopted the policy for determining
''material'' subsidiaries and the same has been placed
on the website of the company at: https://www.
gayatri.co.in/pdf/Policy_For_Determining_Material_
Subsidiaries.pdf

Annual Return:

The extract of Annual Return for financial year 2024-25
as per provisions of the Act and Rules thereunder, is
available on the Company''s website at https://gayatri.
co.in/annual-return.html

Consolidated Financial Statements:

In compliance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and in compliance with the provisions of Section
129(3) and other applicable provisions of the Companies
Act, 2013 and Ind AS-110 and other applicable
Accounting Standards, your Directors have presented
the consolidated financial statements for the financial
year ended March 31, 2025, which forms part of the
Annual Report.

Auditors

a) Statutory Auditors:

At the 34^th AGM for the financial year 2022-23, held
on December 17, 2025, the Members approved the

appointment of M/s. Atmakuri & Co., Chartered
Accountants, Hyderabad (Firm Regn. No.
000268S) as Statutory Auditors of the Company
to hold office for a period of five years from the
conclusion of that AGM till the conclusion of
the 39^th AGM of the company to be held in the
calendar year 2028. The period of appointment
of the Auditors is from the F.Y. 2023-24 to 2027-28.
Hence, they continue to be the Statutory Auditors
of the company.

The Auditor''s Report to the members of the
Company for the Financial Year ended March 31,
2025 does not contain any qualification(s). The
report of the Statutory Auditors forms part of this
report.

During the year under review, the Statutory
Auditors did not report any matter under Section
143(12) of the Act, therefore no detail is required
to be disclosed under Section 134(3)(ca) of the
Act. The emphasis of matter reported by the
Statutory Auditors is self-explanatory and do not
call for further comments.

b) Internal Auditors

M/s. Vas & Co., Chartered Accountants, were
the Internal Auditors of your Company for the
year under review. The Internal Auditors have
submitted their reports to the Board of Directors
on a quarterly basis.

c) Cost Auditors

In terms of Section 148 of the Act, the Company is
required to maintain cost records and have audit of
its cost records conducted by a Cost Accountant.
Cost records are prepared and maintained by
the Company as required under Section 148(1)
of the Act. M/s. N.S.V. KRISHNA RAO & Co. Cost
Auditors were appointed to audit the cost records
of the Company for the F.Y 2025-26 by the Board
of Directors on the recommendations of the Audit
Committee. They have been conducting the Audit
of the cost records of the Company for the past
several years. In accordance with the provisions
of Section 148(3) of the Act read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, the remuneration of C 1.25 lakhs
plus applicable taxes and reimbursement of out-
of-pocket expenses payable to the Cost Auditors
as recommended by the Audit Committee and
approved by the Board has to be ratified by

the Members of the Company. Accordingly, a
resolution to this effect forms part of the Notice
convening the AGM.

d) Secretarial Auditors

As per the provisions of the Section 204(1) of the
Companies Act, 2013, the Board has appointed
M/s. N. Madhavi & Associates, Company
Secretaries to conduct Secretarial Audit of the
records and documents of the Company, The
Secretarial Audit Report for the Financial Year
ended 31^st March, 2025 in Form No. MR-3 is
annexed to the Directors Report as Annexure - 4
and forms part of this Report.

Management''s response to the qualification(s)/
adverse remarks/observations:

As stated above, during the period of CIRP
the powers of the Board of Directors have
been suspended and vested with Resolution
Professional of the Company. During the period,
the company could not adequately comply with
certain provisions of applicable laws.

Post CIRP period, immediately the Management
initiated necessary steps for complying with the
pending compliances inter alia including the
following:

1. Appointment of Mr.T.V.Sandeep Kumar
Reddy as Chairman & Managing Director
w.e.f. 13.09.2025;

2. Appointment of Mr. N.Seshagiri Rao as Chief
Financial Officer w.e.f. 13.09.2025;

3. Appointment of Mr. Shashank Jain as
Company Secretary in terms of section 203
of the Companies Act, 2013 and designating
him as ''Compliance Officer'' as prescribed
under regulation 6 of the SEBI Listing
Regulations;

4. Approval of quarterly financial results for
the quarters ended 30.06.2024, 30.09.2024,

31.12.2024 and 31.03.2025 by the re¬
constituted Board at its meeting held on

29.12.2025 and submission of the same in the
manner prescribed under Regulation 33 of
the SEBI Listing Regulations and applicable
circulars issued by the SEBI;

5. The 34^th Annual General Meeting of the
company for the financial year ended
31.03.2023 was held on 17^th December 2025

and the prescribed compliances including
submission of Annual report, etc. were duly
made.

The Company commits itself for adopting and
following good corporate governance practices
in all respects. Prior to commencement of CIRP
process, the Company was fully in compliance
with the regulatory provisions.

In compliance with Regulation 24A of the Listing
Regulations and Section 204 of the Companies
Act, 2013 read with rules thereto, the Board
of Directors have appointed M/s. N. Madhavi
& Associates, Company Secretaries, as the
Secretarial Auditors for a term of 5 consecutive
years i.e., from FY 2025-26 till FY 2029-30, subject
to the approval of the members of the Company.
A resolution to this effect is included in the notice
of the ensuing Annual General Meeting, which
may kindly be referred for more details.

Disclosures:

a) Deposits

Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013.

b) Conservation of energy

The Company''s main line of activity is civil
construction which is not power intensive.
However, the Company is taking all efforts to
conserve the usage of power.

(i) Use of alternate sources of energy is not
applicable to the Company.

(ii) Capital investment on energy conservation
equipment for its main line of activity is not
applicable to the Company.

c) R & D Technology absorption

The Company''s main line of activity is civil
construction and hence R&D and technology
absorption is not applicable to the Company.

d) Foreign Exchange Earnings and Outgo - NIL

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures
for ensuring the orderly and efficient conduct of
its business including adherence to the Company''s
policies and internal financial controls laid down by the
Company with reference to the financial statements.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial
Statements. Also, pursuant to Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the particulars of Loans/Advances
given to Subsidiaries have been disclosed in the notes
to the Financial Statements.

Risk Management:

The Company has a risk management committee in
place. The Company has been addressing various risks
impacting the Company and developed risk policy and
procedures to inform Board members about the risk
assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013
and the Rules framed there under and pursuant to SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has established a
mechanism through which all the stakeholders can
report the suspected frauds and genuine grievances
to the appropriate authority. The Whistle Blower Policy
which has been approved by the Board of Directors
of the Company and has been hosted on the website
of the Company at https://www.gayatri.co.in/pdf/
Whistle%20Blower%20Policy.pdf.

Code of Conduct

A declaration regarding compliance with the code of
conduct signed by the Company''s Managing Director is
published in the Corporate Governance report, which
forms part of the annual report.

Disclosure as per Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

Pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with Rules
thereunder, the Company has not received any
complaint of sexual harassment during the year under
review. The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee under the Act.

Complaints received, disposed and pending during the
year:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are set out in Annexure-5 of this report in the
format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The policy is available
on the website of the Company at https://www.gayatri.
co.in/pdf/CorporateSocialResponsibilityPolicy.pdf.

Significant & Material Orders Passed by the
Regulators:

During the year under review, there was no material
order passed.

Contracts or Arrangements with Related Parties:

During the year under review, as the Board was under
suspension due to initiation of CIRP proceedings against
the company as detailed in this report, necessary
omnibus / prior approval of the Audit Committee was
not obtained for entering into transactions with related
parties.

As detailed in the foregoing, subsequent to the
withdrawal of CIRP under section 12A of the Insolvency
and Bankruptcy Code, 2016 and approved by the
Hon''ble NCLT vide its order dated 10^th September, 2025,
the management of the company was entrusted back
with the Board of Directors. Accordingly, the Board and
Committees were re-constituted in due compliance
of the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, 2015. Subsequently, the Board
and the Committees met to deliberate upon various
issues. The transactions entered by the company with
the related parties during the period the company
was undergoing CIRP, which are of repetitive nature
and entered in the ordinary course of business and
on an arm''s length basis, were ratified by the Audit
Committee. The Company did not have any contracts
or arrangements with related parties in terms of
Section 188(1) of the Act. Also, there were no material
related party contracts entered into by the Company.
Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act in Form

AOC-2 is not applicable to the Company for financial
year 2024-25 and hence does not form part of this
report.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed
in the notes to the standalone / consolidated financial
statements forming part of this Annual Report.

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions and the same can
be accessed on the Company''s website at https://www.
gayatri.co.in/pdf/Related%20Party%20Transaction%20
Policy.pdf.

Deposits:

Your Company has not accepted or renewed any
deposit from public during the year under review.
Further, no amount on account of principal or interest
on deposit from public or interest on deposits from
public was outstanding as on the date of the balance
sheet.

Particulars of Employees:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report as Annexure 6.

In terms of the provisions of Section 197(12) of the
Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other particulars of employees drawing
remuneration in excess of the limits as set out in the
said Rules forms part of this report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual
Listing Fees for the year 2025-26 to National Stock
Exchange of India Limited and BSE Limited where the
Company''s Shares are listed. Annual Custody / Issuer
fee is being paid by the Company based on invoices
received from the Depositories.

Corporate Governance and Shareholders
Information:

Your Company has taken adequate steps to adhere
to all the stipulations laid down in Regulation 34
read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. A

report on Corporate Governance is included as a
part of this Annual Report as Annexure -7. Certificate
from the practicing Company Secretary confirming
the compliance with the conditions of Corporate
Governance as stipulated under aforesaid regulations is
attached to Corporate Governance Report.

Business Responsibility and Sustainability Report

As per amended provisions of Regulation 34(2)
(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, requirement of
submission of Business Responsibility Report (BRR)
is discontinued. Also, requirement of submission of
Business Responsibility and Sustainability Report (BRSR)
is not applicable to the Company. Hence, the same is
not provided.

Details of application made or proceeding pending
under Insolvency and Bankruptcy Code, 2016

The details of applications made or proceedings
pending in the name of Company under the Insolvency
and Bankruptcy Code, 2016 were already detailed in this
report.

Details of difference between valuation amount
on valuation and one-time settlement (OTS) while
availing loan from Banks or Financial Institutions

The details were already elaborated in this report.

Reporting of frauds by Auditors

During the year under review, there was no instance of
fraud, misappropriation which required the Statutory
Auditors to report to the Audit Committee and/or
Board under Section 143(12) of the Companies Act, 2013
and the rules made thereunder.

Secretarial Standards

The company has in place proper systems to ensure
compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and
operating effectively.

Acknowledgement:

Your Directors would like to acknowledge and place on
record their sincere appreciation to all stakeholders -
clients, financial institutions, Banks, Central and State
Governments, the Companies'' valued investors and
all other business partners for their continued co¬
operation and excellent support received during the
year.

Your Directors recognize and appreciate the efforts
and hard work of all the employees of the Company and
their continued contribution to its progress.

for and on behalf of the Board

T.V. SANDEEP KUMAR REDDY T. SARITA REDDY

Place: Hyderabad Chairman & Managing Director Executive Director

Date: 29^th December, 2025 DIN: 00 005573 DIN: 00017122

---

Mar 31, 2024

The Board of Directors present the 35^th Board''s Report of
the Company together with the summary of standalone
and consolidated financial Statements for the year
ended 31^st March, 2024.

Corporate Insolvency Resolution Process

As informed earlier, Corporate Insolvency Resolution
Process (CIRP) was commenced against the Company
w.e.f. November 15, 2022 pursuant to order of Hon''ble
NCLT, Hyderabad Bench. The Committee of Creditors
(CoC) approved the appointment of Mr. Sai Ramesh
Kanuparthi as the ''Resolution Professional'' (RP) of the
company. Consequent upon the initiation of CIRP, the
powers of the Board were suspended and vested in the
RP.

Withdrawal of Corporate Insolvency Resolution
Process

The application filed under section 12A of the Insolvency
and Bankruptcy Code, 2016 (IBC) has been approved
by the Hon''ble NCLT on 10^th September 2025, and the
Company Petition IB/308/HDB/2022 under Section
7 is allowed to be withdrawn. Accordingly, the CIRP
against the company is also withdrawn. The Board
and Committees of the Board were reconstituted on
13th September 2025. Following the NCLT order, the
Management affairs of the company are vested back to
the promoters of the company. Further the Company
has complied with the terms of proposal filed u/r 12A of
IBC before the Hon''ble NCLT, Hyderabad Bench.

Financial Results: (C in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	67,955.03	1,01,720.97	67,955.03	1,01,720.97
Profit Before Interest, Depreciation, Exceptional Items and Taxes	4,654.08	(61,403.92)	(284.86)	(72,820.73)
Less: Financial Cost	234.67	30,615.38	234.68	30,634.83
Profit before Depreciation, Exceptional Items and Taxes	4,419.41	(96,249.33)	(519.54)	(1,03,455.56)
Less: Depreciation and Amortisation Expenses	4,917.15	5,706.82	4,917.15	5,706.82
Add : Other Income	3,740.80	4,230.03	3,740.80	4,230.03
Profit/Loss before Exceptional Items and Taxes	3,243.06	(97,726.12)	(1,695.89)	(1,04,932.35)
Less:
(i) Exceptional Items (Net)	(8,544.88)	(44,884.06)	(8,544.88)	(44,884.06)
(ii) Share of profit / (loss) of Joint venture /	-	-	137.09	(595.01)
Associates
(iii) Adjustment on account of de-recognition of	-	-	14,249.56	-
Associate
Profit/Loss Before Tax	(5,301.82)	(1,42,610.18)	(4,145.88)	(1,50,411.42)
Tax expense	-	-	-	-
Profit/Loss After Tax	(5,301.82)	(1,42,610.18)	(4,145.88)	(1,50,411.42)
Other Comprehensive income/(losses) for the Year	331.53	49.42	169.15	183.39
Total comprehensive income for the year	(4,970.29)	(1,42,560.76)	(4,315.03)	(1,50,228.03)
Paid up Capital	3,743.97	3,743.97	3,743.97	3,743.97

Review of Operations:

Your Company has achieved revenue of C 679.55
crores in FY 2023-24 as against C 1017.20 crores in the
previous year on a standalone basis. The revenue from
operations has declined in FY 2023-24 when compared
to the last year. The Company incurred a loss of C 53.01
crore for the FY 2023-24 as against C 1426.10 crore in the
previous year.

Future Outlook:

The management of your company is quite optimistic
about substantial improvement in the order book
so as to revive the Company''s growth. The company
currently has an order book of C 5,500 crore, which is
expected to further strengthen with additional orders
anticipated during the current financial year. As the
OTS payment is completed, the company is now debt-
free save for bank guarantees and is eligible to bid for
large-scale bulk orders.

Dividend:

In view of the losses incurred for the financial year
2023-24, your directors do not recommend any
dividend for the said period.

Reserves:

As the company has not earned any profit for the
financial year ended 31^st March, 2024, your directors do
not propose to transfer any amount to reserves.

Management Discussion & Analysis:

Management Discussion and Analysis Report, as
required in terms of SEBI (LODR) Regulations, is annexed
which forms part of this Report as Annexure -1.

Dividend Distribution Policy:

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (''SEBI
Listing Regulations'') the Board of Directors of the
Company (the ''Board'') formulated and adopted the
Dividend Distribution Policy (''Policy'').

In compliance of the SEBI Listing Regulations, the Policy
is annexed as Annexure - 2 and is also available on the
Company''s website at:

https://www.gayatri.co.in/pdf/GPL_Dividend_

Distribution_Policy.pdf

Share Capital:

During the period under review, there were no changes

in the share capital of the Company. The Authorised
share capital of the company as on 31^st March 2024 is
C 80,00,00,000 divided into 40,00,00,000 equity
shares of C 2/- each and the paid-up share capital of
the Company is C 37,43,97,370 divided in to 18,71,98,685
Equity shares of C 2/- each.

However, the Authorised share capital of the Company
was increased from C 80,00,00,000 to C 120,00,00,000
vide shareholders'' resolution passed at the
Extraordinary General Meeting held on 23^rd October
2025 while the paid-up share capital of the Company
remains the same.

Material Changes and Commitments affecting the
Financial Position of the Company:

The Company fulfilled its obligations under the
Resolution of Debt Plan by completing one-time
settlement (OTS) of outstanding debts of C 750 crores
owed to the creditors. Approval of shareholders of the
company was obtained at the Extraordinary General
Meeting held on 23^rd October 2025 for raising of funds

i.e., C 314 crores through issue of shares on preferential
basis to Promoter and Non-Promoter group which is in
progress.

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

Board of Directors and Committees:

Consequent upon the initiation of CIRP against the
company w.e.f 15^th November 2022, the powers of the
Board were suspended and vested in the Resolution
Professional (RP).

Pursuant to sub-regulations (2A) and (2B) of Regulation
15 of SEBI Listing Regulations, the provisions of
Regulations 17, 18, 19, 20 and 21 pertaining to
Composition and Meetings of the Board and various
Committees including Audit Committee, Nomination
and Remuneration Committee, Stakeholder
Relationship Committee and Corporate Social
Responsibility Committee shall not apply to a company
undergoing CIRP.

However, the proviso to sub-regulations (2A) and (2B)
provides that role and responsibilities of the Board
of Directors and its Committees as specified under
Regulations 17, 18, 19, 20 and 21 shall be fulfilled by RP in
accordance with sections 17 and 23 of the IBC.

By reason of undergoing CIRP, the Board of Directors of
the company remained suspended during the financial
year 2023-24. However, during the period under review,

the following changes occurred among the suspended
Board:

1. Mr. Sree Ramakrishna Grandhi, Independent
Director, passed away on 31.07.2023;

2. Mr.Srihari Vennelaganti, Independent Director,
resigned w.e.f 12.10.2023; and

3. Mr. Ch. Hari Vittal Rao, Independent Director,
passed away on 12.11.2023.

In accordance with the requirements of the Companies
Act, 2013 and the Articles of Association of the Company,
Mrs. T.Sarita Reddy retires by rotation and offers herself
for re-appointment at the ensuing Annual General
Meeting. Your Board of Directors recommends her
re-appointment. Her brief profile has been provided
elsewhere in this Annual Report.

Key Managerial Personnel (KMP):

As at 31.03.2024, the company''s KMP includes
Mr.T.V.Sandeep Kumar Reddy as Managing Director.
The vacancies that occurred in the office of Chief
Financial Officer and Company Secretary were not filled
during the year under review.

Remuneration and other matters provided in section
178(3) of the Act have been disclosed in the corporate
governance report, which forms part of this report.

Directors'' Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act,
2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

(b) the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the company at the end of the
financial year and of the profit and loss of the
company for that period;

(c) the directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

(d) the directors had prepared the annual accounts
on a going concern basis;

(e) the directors, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

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

Subsidiaries, Associates and Joint Ventures:

The Company has 2 (Two) subsidiary companies
(including step down subsidiary) and 1 (one) associate
company as on 31^st March, 2024 as per the Companies
Act, 2013. During the year under review, the Board
of Directors reviewed the affairs of material unlisted
subsidiary.

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014,
a separate statement containing the salient features of
the financial statements of the subsidiary Companies/
Associate Companies/Joint Ventures prepared in Form
AOC-1 are given in Annexure- 3.

In accordance with the provisions of Section 136 of the
Act and the amendments thereto, read with the SEBI
Listing Regulations the audited Financial Statements,
including the consolidated financial statements and
related information of the Company and financial
statements of the subsidiary companies are available
on our website www.gayatri.co.in.

The company has adopted the policy for determining
''material'' subsidiaries and the same has been placed on
the website of the company at:

https://www.gayatri.co.in/pdf/Policy_For_Determining_

Material_Subsidiaries.pdf

Annual Return:

The extract of Annual Return for financial year 2023-24
as per provisions of the Act and Rules thereunder, is
available on the Company''s website at https://gayatri.
co.in/annual-return.html

Consolidated Financial Statements:

In compliance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and in compliance with the provisions of Section
129(3) and other applicable provisions of the Companies
Act, 2013 and Ind AS-110 and other applicable

Accounting Standards, your Directors have presented
the consolidated financial statements for the financial
year ended March 31, 2024, which forms part of the
Annual Report.

Auditors

a) Statutory Auditors:

At the 34^th AGM for the financial year 2022-23, held
on December 17, 2025, the Members approved the
appointment of M/s. Atmakuri & Co., Chartered
Accountants, Hyderabad (Firm Regn. No.
000268S) as Statutory Auditors of the Company
to hold office for a period of five years from the
conclusion of that AGM till the conclusion of
the 39^th AGM of the company to be held in the
calendar year 2028. The period of appointment
of the Auditors is from the FY 2023-24 to 2027-28.
Hence, they continue to be the Statutory Auditors
of the company.

The Auditor''s Report to the members of the
Company for the Financial Year ended March 31,
2024 does not contain any qualification(s). The
report of the Statutory Auditors forms part of this
report.

During the year under review, the Statutory
Auditors did not report any matter under Section
143(12) of the Act, therefore no detail is required
to be disclosed under Section 134(3)(ca) of the
Act. The emphasis of matter reported by the
Statutory Auditors is self-explanatory and do not
call for further comments.

b) Internal Auditors

M/s. Vas & Co., Chartered Accountants, were
the Internal Auditors of your Company for the
year under review. The Internal Auditors have
submitted their reports to the Board of Directors
on a quarterly basis.

c) Cost Auditors

In terms of Section 148 of the Act, the Company is
required to maintain cost records and have audit of
its cost records conducted by a Cost Accountant.
Cost records are prepared and maintained by
the Company as required under Section 148(1)
of the Act. M/s. N.S.V. KRISHNA RAO & Co. Cost
Auditors were appointed to audit the cost records
of the Company for the F.Y 2024-25 by the Board
of Directors on the recommendations of the Audit
Committee. They have been conducting the Audit

of the cost records of the Company for the past
several years. In accordance with the provisions
of Section 148(3) of the Act read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, the remuneration of C 1.25 lakhs
plus applicable taxes and reimbursement of out-
of-pocket expenses payable to the Cost Auditors
as recommended by the Audit Committee and
approved by the Board has to be ratified by
the Members of the Company. Accordingly, a
resolution to this effect forms part of the Notice
convening the AGM.

d) Secretarial Auditors

As per the provisions of the Section 204(1) of the
Companies Act, 2013, the Board has appointed M/s.
N. Madhavi & Associates, Company Secretaries
to conduct Secretarial Audit of the records and
documents of the Company, The Secretarial Audit
Report for the Financial Year ended 31^st March,
2024 in Form No. MR-3 is annexed to the Directors
Report as Annexure - 4 and forms part of this
Report.

Management''s response to the qualification(s)/
adverse remarks/observations:

As stated above, during the period of CIRP
the powers of the Board of Directors have
been suspended and vested with Resolution
Professional of the Company. During the period,
the company could not adequately comply with
certain provisions of applicable laws.

Post CIRP period, immediately the Management
initiated necessary steps for complying with the
pending compliances i.e., adequate composition
of the Board and Committees, appointment
of Company Secretary / Compliance Officer,
quarterly/half yearly stock exchange submissions,
conducting Annual General Meetings, submission
of Annual Reports in a phased manner. The
Company commits itself for adopting and
following good corporate governance practices
in all respects. Prior to commencement of CIRP
process, the Company was fully in compliance
with the regulatory provisions.

Disclosures:

a) Deposits

Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013.

b) Conservation of energy

The Company''s main line of activity is civil
construction which is not power intensive.
However, the Company is taking all efforts to
conserve the usage of power.

(i) Use of alternate sources of energy is not
applicable to the Company.

(ii) Capital investment on energy conservation
equipment for its main line of activity is not
applicable to the Company.

c) R & D Technology absorption

The Company''s main line of activity is civil
construction and hence R&D and technology
absorption is not applicable to the Company.

d) Foreign Exchange Earnings and Outgo - NIL

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures
for ensuring the orderly and efficient conduct of
its business including adherence to the Company''s
policies and internal financial controls laid down by the
Company with reference to the financial statements.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial
Statements. Also, pursuant to Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the particulars of Loans/Advances
given to Subsidiaries have been disclosed in the notes
to the Financial Statements.

Risk Management:

The Company has a risk management committee in
place. The Company has been addressing various risks
impacting the Company and developed risk policy and
procedures to inform Board members about the risk
assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013
and the Rules framed there under and pursuant to SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has established a
mechanism through which all the stakeholders can
report the suspected frauds and genuine grievances
to the appropriate authority. The Whistle Blower Policy
which has been approved by the Board of Directors

of the Company and has been hosted on the website
of the Company at https://www.gayatri.co.in/pdf/
Whistle%20Blower%20Policy.pdf.

Code of Conduct

A declaration regarding compliance with the code of
conduct signed by the Company''s Managing Director is
published in the Corporate Governance report, which
forms part of the annual report.

Disclosure as per Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

Pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with Rules
thereunder, the Company has not received any
complaint of sexual harassment during the year under
review. The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee under the Act.

Complaints received, disposed and pending during the
year:

Number of complaints filed during the	Nil
financial year
Number of complaints disposed of during the	Nil
financial year
Number of complaints pending as on end of	Nil
the financial year

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are set out in Annexure-5 of this report in the
format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The policy is available
on the website of the Company at https://www.gayatri.
co.in/pdf/CorporateSocialResponsibilityPolicy.pdf.

Significant & Material Orders Passed by the
Regulators:

During the year under review, there was no material
order passed.

Contracts or Arrangements with Related Parties:

During the year under review, as the Board was under
suspension due to initiation of CIRP proceedings against
the company as detailed in this report, necessary
omnibus / prior approval of the Audit Committee was

not obtained for entering into transactions with related
parties.

As detailed in the foregoing, subsequent to the
withdrawal of CIRP under section 12A of the Insolvency
and Bankruptcy Code, 2016 and approved by the
Hon''ble NCLT vide its 10^th September 2025, the
management of the company was entrusted back with
the Board of Directors. Accordingly, the Board and
Committees were re-constituted in due compliance
of the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, 2015. Subsequently, the Board
and the Committees met to deliberate upon various
issues. The transactions entered by the company with
the related parties during the period the company
was undergoing CIRP, which are of repetitive nature
and entered in the ordinary course of business and
on an arm''s length basis, were ratified by the Audit
Committee. The Company did not have any contracts
or arrangements with related parties in terms of
Section 188(1) of the Act. Also, there were no material
related party contracts entered into by the Company.
Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable to the Company for financial
year 2023-24 and hence does not form part of this
report.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed
in the notes to the standalone / consolidated financial
statements forming part of this Annual Report.

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions and the same can
be accessed on the Company''s website at https://www.
gayatri.co.in/pdf/Related%20Party%20Transaction%20
Policy.pdf.

Deposits:

Your Company has not accepted or renewed any
deposit from public during the year under review.
Further, no amount on account of principal or interest
on deposit from public or interest on deposits from
public was outstanding as on the date of the balance
sheet.

Particulars of Employees:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report as Annexure 6.

In terms of the provisions of Section 197(12) of the
Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other particulars of employees drawing
remuneration in excess of the limits as set out in the
said Rules forms part of this report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual
Listing Fees for the year 2024-25 to National Stock
Exchange of India Limited and BSE Limited where the
Company''s Shares are listed. Annual Custody / Issuer
fee is being paid by the Company based on invoices
received from the Depositories.

Corporate Governance and Shareholders
Information:

Your Company has taken adequate steps to adhere
to all the stipulations laid down in Regulation 34
read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. A
report on Corporate Governance is included as a
part of this Annual Report as Annexure -7. Certificate
from the practicing Company Secretary confirming
the compliance with the conditions of Corporate
Governance as stipulated under aforesaid regulations is
attached to Corporate Governance Report.

Business Responsibility Report

As per amended provisions of Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, requirement of submission of
Business Responsibility Report (BRR) is discontinued.
The Company shall not be required to continue the
submission of BRR. Hence, the same is not provided.

Details of application made or proceeding pending
under Insolvency and Bankruptcy Code, 2016

The details of applications made or proceedings
pending in the name of Company under the Insolvency
and Bankruptcy Code, 2016 were already detailed in this
report.

Details of difference between valuation amount
on valuation and one-time settlement (OTS) while
availing loan from Banks or Financial Institutions

The details were already elaborated in this report.

Reporting of frauds by Auditors

During the year under review, there was no instance of
fraud, misappropriation which required the Statutory
Auditors to report to the Audit Committee and/or
Board under Section 143(12) of the Companies Act, 2013
and the rules made thereunder.

Secretarial Standards

The company has in place proper systems to ensure
compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and
operating effectively.

Acknowledgement:

Your Directors would like to acknowledge and place on
record their sincere appreciation to all stakeholders -
clients, financial institutions, Banks, Central and State
Governments, the Companies'' valued investors and
all other business partners for their continued co¬
operation and excellent support received during the
year.

Your Directors recognize and appreciate the efforts
and hard work of all the employees of the Company and
their continued contribution to its progress.

for and on behalf of the Board

T.V. SANDEEP KUMAR REDDY T. SARITA REDDY

Place: Hyderabad Chairman & Managing Director Executive Director

Date: 24 ^th December, 2025 DIN: 00005573 DIN: 00017122

---

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting before you the Board’s Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

Financial Results (Standalone)

Rs. in Lakhs

Particulars	2017-18	2016-17
Revenue from Operations	2,91,231.24	2,11,535.05
Other Income	892.40	3,058.34
Total Income	2,92,123.64	2,14,593.39
Profit Before Interest, Depreciation, Exceptional Items and Taxes	47,658.91	35,400.05
Less: Financial Cost	23,937.09	20,138.18
Profit before Depreciation, Exceptional Items and Taxes	23,721.82	15,261.87
Less: Depreciation and Amortisation Expenses	5,467.06	4,315.54
Profit before Exceptional Items and Taxes	18,254.76	10,946.33
Less: Exceptional Items (Net)	-	(1,538.65)
Profit Before Tax	18,254.76	9,407.68
Provision for Tax	(554.59)	2,365.16
Profit After Tax	18,809.35	7,042.52
Other Comprehensive income/ (losses) for the Year	325.81	17.11
Total comprehensive income for the year	19,135.16	7,059.63
Paid up Capital	3,743.97	3,545.04

Review of Operations

The Operational Revenue during the year under review has increased to Rs.291231.24 Lakhs as against from Rs.211535.05 Lakhs in the previous year registering year on year growth of 37.67%.The growth in revenue is driven by the strong order book of the company.

The Company EBITDA margins during the year have increased to 16% as compared to 14% in the previous year mainly on account of better monitoring and systems introduced by the company. The Company’s PBT margins improved to 6.27% in FY 2018 from 3% in previous year due to cost control measures introduced by the company. The PAT margins improved to 6.46% in FY 2018 from 3.33% in the previous year on account of the reversal of excess income tax provision made in the previous year.

The company’s order book continues to grow at healthy rate and stood at 13,250 crores as on 31st March 2018. The composition of works in order book are Roads: 60.02%, Irrigation:26.48%, Industrial: 11.77% and Others 1.73%.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2018 and the date of this report.

Future Outlook

The Indian economy has recovered following the aftermath of demonetization with global rating agencies upgrading their ratings for the country. During the year, the Goods and Services Tax (GST) was rolled out to replace different rates of taxes across the country. GST subsumed several different taxes and unified the Indian market. In spite of the initial hiccups, the system is now much more stable. The Indian economy is showing signs of revival and International Monetary Fund (IMF) reaffirmed that India will be the fastest growing major economy in 2018, with a growth rate of 7.4 per cent that rises to 7.8 per cent in 2019 with medium-term prospects remaining positive.

The Government of India taking every possible initiative to boost the infrastructure sector, mainly highways, renewable energy and urban transport. In the Union Budget 2018 Government has given massive push to the infrastructure sector by allocating Rs.5.97 lakh crores for this sector.

Yours Company as a leading construction company with experienced staff and machinery is in advantageous position to benefit from the Government investment in infra sector. Your Company is committed to continue to work towards improving the order book and profits. Your Company is also exploring to venture into new areas within the infrastructure sector for better margins and less competition.

The present order book of the company is at Rs.1,250.10 crores as at 31st March 2018 and the company is planning to improve the same to higher level during the year.

Dividend

As per the conditions stipulated by the lenders in the Master Restructuring Agreement, which is in force, approval of the lender is required for declaration of dividend to the shareholders. The lenders of the Company have not accorded their approval for dividend for the financial year ended March 31, 2018.

Share Capital

During the period under review the Company has issued and allotted 99,46,785 equity shares at a price of Rs.201.07 (including a premium of Rs.199.07) by way of Qualified Institutional Placement (QIP) in accordance with the SEBI (ICDR) Regulations, 2009 as amended from time to time. Pursuant to the aforesaid QIP, the paid-up share capital of the company has increased from Rs.35,45,03,800 divided in to 17,72,51,900 Equity shares of Rs.2/- each to Rs.37,43,97,370 divided in to 18,71,98,685 Equity shares of Rs.2/- each.

Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date of this Board’s Report. There is no change in the nature of business of the Company during the year under review.

Board Meetings

The Board of Directors met 6 times in the Financial Year 2017-18 on 18th April 2017, 29th May 2017, 14th August 2017, 17th November 2017, 06th December 2017 and 07th February 2018.

Directors and Key Managerial Personnel

During the year under review, Shri. Birendra Kumar, General Manager & Zonal Head, Bengaluru Zone, Bank of Baroda was appointed as Nominee Director replacing Shri. Venkateswarlu Kakkera, in accordance with Master Restructuring Agreement entered with the Joint Lenders Forum (JLF)

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

Composition of Audit Committee

The Audit Committee of the Board of Directors is as follows:

Mr. Ch. Hari Vittal Rao - Chairman

Dr. V. L. Moorthy - Member

Mr. G. Siva Kumar Reddy - Member Mr. J.N. Karamchetti - Member

Policy laid Down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP & Other Employees:

The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 07.02.2018.

The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 07.02.2018 (a) reviewed the performance of the non-independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The independent directors evaluated the non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairman decided that the Chairman has good experience, knowledge and understanding of the Board’s functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company’s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

Director’s Responsibility Statement

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Subsidiaries Companies, Associates and Joint Ventures:

The Company has two subsidiary companies (including step down subsidiaries) as on 31st March, 2018 as per the Companies Act, 2013.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.

The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies.

The company has adopted the policy for determining ‘material’ subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is Annexed as Annexure-III.

Consolidated Financial Statements

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and Ind AS-110 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2018, which forms part of the Annual Report.

Statutory Auditors and Their Report

The Auditors, M/s. M O S & Associates LLP, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of one year till the conclusion of the next AGM.

The Auditor’s Report to the members of the Company for the Financial Year ended March 31, 2018 does not contain any qualification(s) or adverse observations.

Secretarial Audit

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practising Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 in Form No MR-3 is annexed to the Directors Report as Annexure - IV and forms part of this Report. The Secretarial Auditors’ Report to the Members of the Company for the Financial Year ended March 31, 2018 does not contain any qualification(s) or adverse observations

Disclosures:

a) Deposits

Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013

b) Conservation of energy

The Company’s main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to the Company.

(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.

c) R & D Technology absorption

The Company main line of activity is civil construction and hence R & D and technology absorption is not applicable to the Company.

d) Foreign Exchange Earnings - NIL

Details of Adequacy of Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies and internal financial controls laid down by the Company.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Management Discussion & Analysis

Management Discussion and Analysis Report which forms part of this annual report has been provided separately.

Risk Management Policy

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/ Policies.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

Corporate Social Responsibility Policy

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at http:// www.gayatri.co.in/Investors/Corporate Governance/Policies.

Significant & Material Orders Passed by the Regulators

There are no significant and material orders passed against the Company by the regulators impacting the Company’s operation in the future.

Contracts or Arrangements with Related Parties

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Further the Company has entered materially significant related party transactions with related parties which were on arms length basis as disclosed in AOC-2 annexed as Annexure -VI

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www. gayatri.co.in/Investors/ Corporate Governance/Policies.

Fixed Deposit

Your Company has not accepted or renewed any deposit from public during the year under review.

Cost Audit

M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F.Y 2017-18 and re-appointed for the F.Y. 2018-19.

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - VII and forms part of this Report.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to NSE and BSE where the Company’s Shares are listed.

Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

Business Responsibility Report

As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report covering the principle wise performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) forms a part of the Annual report of the Company.

Acknowledgment

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - clients, financial institutions, Banks, Central and State Governments, the Companies’ valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on Behalf of the Board

T. Indira Subbarami Reddy T.V. Sandeep Kumar Reddy

Chairperson Managing Director

DIN:00009906 DIN:00005573

P. Sreedhar Babu CS I. V. Lakshmi

Chief Financial Officer Company Secretary & Compliance Officer

Place: Hyderabad.

Date: 14th August, 2018

---

Mar 31, 2017

To The Members,

The Directors have pleasure in presenting before you the Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS (Standalone) : Rs, in Lakhs

Particulars	2016-17	2015-16
Revenue from Operations	2,11,535.05	1,81,221.25
Other Income	3,058.34	699.69
Total Income	2,14,593.39	1,81,920.94
Profit Before Interest ,Depreciation, Exceptional Items and Taxes	35,400.05	26,733.53
Less: Financial Cost	20,138.18	16,017.56
Profit before Deprecation, Exceptional Items and Taxes	15,261.87	10,715.97
Less: Depreciation and Amortisation Expenses	4,315.54	3,747.47
Profit before Exceptional Items and Taxes	10,946.33	6,968.50
Less: Exceptional Items (Net)	(1,538.65)	-
Profit Before Tax	9,407.68	6,968.50
Provision for Tax	2,365.16	1,167.04
Profit After Tax	7,042.52	5,801.46
Other Comprehensive income/(losses) for the Year	17.11	(59.59)
Total comprehensive income for the year	7,059.63	5,741.87
Paid up Capital	3,545.04	3,545.04

Net revenue from operations on standalone basis increased to Rs. 21 1535.05 Laks as against Rs. 181221.25 Laks in the previous year - a growth of 16.73%. The Profit after Tax for the current year is Rs. 7178.86 Laks as against Rs. 5801.46 Laks in the previous year - a growth of 23.74%. The growth in profit is mainly driven by increase in net revenue from operations and softening of input prices during the year.

A few key policy changes including long awaited GST Act was finally approved paving the way for its implementation in the current financial year. Consumer spending got a huge shock when Government demonetised two highest denominated currency bills. However, as the year progressed, demand recovered and achieved normalcy by 4th quarter. Thanks to the sustained lower crude prices and good monsoon, inflation also remained in check.

The company order book has improved substantially during the year under review and stands at Rs. 12,474.2 I crores as at 31st March 2017 consisting of road works Rs.7,094.35 crores, irrigation works Rs.3,548.12 crores and other works Rs 1831.74 crores.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2016-17 and the date of this report.

Future Outlook:

The Government of India is taking every possible initiative to boost the infrastructure sector. Recently government has approved the biggest ever highway construction plan to develop nearly 83,667 km of roads by 2022 at an investment of Rs 6.92 laks crores. The program includes government’s Bharatmala scheme under which 34,800 km of highways would be constructed at the cost of Rs3.35 lakh crores. Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling India’s overall development and enjoys intense focus from Government.

Your Company has been able to built-up good order book and committed to continues to work towards improving the order book going forward. The present order book and the opportunities in the Indian infrastructure sector provides good visibility towards a sustainable and profitable growth going forward. Your company is steadfast in adopting modern technologies for better execution and improving the margins going forward.

Dividend:

As per the conditions stipulated by the lenders in the Master Restructuring Agreement, which is in force, approval of the lender is required for declaration of dividend to the shareholders. The lenders of the Company have not accorded their approval for dividend declared by the Board of Directors for the financial year 2016-17. Hence the recommended dividend for the financial year ended March 3 I, 2017 is herewith stands cancelled.

Share Capital:

The face value of the equity share of the company was subdivided from Rs. 10/- per share to Rs.2/- per share w.e.f I0.02.20I7 (Record date I3.02.20I7).

Material Changes and Commitments affecting the Financial Position of the Company:

There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date of this Board’s Report except that the Company has acquired I00% shareholding of M/s. Gayatri Infra Ventures Limited in accordance with the Composite Scheme of Arrangement, Pursuant to the aforesaid acquisition M/s. Gayatri Infra Ventures Limited has become wholly owned subsidiary of the company.

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

Composite Scheme of Arrangement:

With regard Composite Scheme of Arrangement between M/s. Gayatri Projects Limited, M/s. Gayatri Infra Ventures Limited, M/s. Gayatri Domicile Private Limited and their respective Shareholders, the Company has filed with BSE Limited and National Stock Exchange of India Limited the Composite Scheme of Arrangement between Gayatri Projects Limited, Gayatri Infra Ventures Limited and Gayatri Domicile Private Limited and their respective shareholders (as approved by the Board of Directors on 16.07.2016) along with other documents on 05th day of August, 20I6, pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5.

The Company has received Observation Letter or Noobjection letter from the stock exchanges. Further the

Company has filed the Composite Scheme of Arrangement with Hon’ble High Court of Judicature at Hyderabad and the same has been admitted.

Pursuant to the order of the Hon’ble High Court of Andhra Pradesh and Telangana, the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Company convened and held on Monday 23^rd January, 2017 at the FTAPCCI Auditorium, Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry, Federation House, I I -6-841 Red Hills, Hyderabad 500004 for the purpose of considering the scheme and the same has been approved by them with requisite majority.

The Ministry of Corporate Affairs has notified Section 230 [except subsections (II) and (I2)], sections 23 1, 232 and 239 of the Companies Act, 20I3 on I5.12.2016, pursuant to the aforesaid notification The National Company Law Tribunal (NCLT) has acquired jurisdiction over the matters dealt with amalgamation, compromise and arrangement.

The National Company Law Tribunal (NCLT), Hyderabad Bench vide its order dated 3rd November, 201 7, has sanctioned the Composite scheme of arrangement (‘Scheme’) under Section 232 read with Section 230 of the Companies Act, 201 3 between Gayatri Projects Limited (Transferee Company / GPL), Gayatri Infra Ventures Limited (Transferor Company / GIVL) and Gayatri Domicile Private Limited (Resulting Company / GDPL). The Scheme is effective from 23rd November, 2017 i.e. the date of filing of the certified copy of the order of the NCLT with the Registrar of Companies, Telangana State.

As a result of the said amalgamation, your Company now can focus on the core business of Engineering Procurement Contracts (EPC) and can augment its operations coupled with more financial leverage.

Board Meetings:

The Board of Directors met 9 times in the Financial Year 20I6-I7 on 14^th April 20I6, 14^th May 2016, 30^th May 2016, I6^th July 2016, 26^th August 2016, 22^nd November 2016, 09^th December 2016, 26^th December 2016, I4^th February 20I7.

Directors and Key Managerial Personnel:

During the year under review, there is no change in the Directors and Key Managerial Personnel of the Company.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section I49(6).

Composition of Audit Committee:

The Audit Committee of the Board of Directors is as follows:

Mr. Ch. Hari Vittal Rao - Chairman Dr. V. L. Moorthy - Member

Mr. G Siva Kumar Reddy - Member Mr. J.N. Karamchetti - Member

Policy Laid Down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP & Other Employees:

The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 the Board has carried out evaluation of

(i) its own performance, (ii) the directors individually and

(iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on I4.02.20I7.

The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.

(b) Separate Meeting of Independent Directors:

The Independent directors of the Company at its meeting held on 14.02.20 I 7 (a) reviewed the performance of the non-independent directors and

Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The independent directors evaluated the non Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairman decided that the Chairman has good experience, knowledge and understanding of the Board’s functioning and her performance is excellent. The Independent Directors decided that the information flow between the Company’s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

Director’s Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act, 20I3, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Subsidiaries Companies, Associates and Joint Ventures:

The Company has two subsidiary companies (including step down subsidiaries) as on 3 I^st March, 201 7 as per the Companies Act, 20I3.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 20I4, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.

The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies.

The company has adopted the policy for determining ‘material’ subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule I2(I) of the Companies (Management and Administration) Rules, 20I4, an extract of annual return in MGT 9 as a part of this Annual Report is Annexed as Annexure-III.

Consolidated Financial Statements:

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and Ind AS-1 10 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 3 1, 2017, which forms part of the Annual Report.

Statutory Auditors and Their Report:

The Auditors, M/s. M O S & Associates LLP Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of one year till the conclusion of the next AGM.

Secretarial Audit:

As per the provisions of the Section 204(I) of the Companies Act, 2013, the Company has appointed Mr. Y Koteswara Rao, Practising Company Secretary to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 3 I^st March, 20I7 in Form No MR-3 is annexed to the Directors Report as Annexure - IV and forms part of this Report. The Secretarial Auditors’ Report to the Members of the Company for the Financial Year ended March 3 1, 2017 does not contain any qualification(s) or adverse observations

Disclosures: a) Deposits

Company has not accepted any deposits covered under Chapter V of the Companies Act, 20I3

b) Conservation of energy

The Company’s main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to the Company.

(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.

c) R & D Technology absorption

The Company main line of activity is civil construction and hence R &D and technology absorption is not applicable to the Company.

d) Foreign Exchange Earnings - NIL

e) Foreign Exchange Outgo

Sr No	Nature of Payment	Amount in Rs, Lakhs
I	Foreign Travel	I2.70
2	Repayment of ECB Loan	I77I.45
3	Repayment of ECB Interest	782.I4
4	Consultancy & Technical Fees	I584.38
5	Purchase of Plant & Machinery	3I73.34
6	Purchase of Equity	334I.92

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies and internal financial controls laid down by the Company.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Management Discussion & Analysis:

Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure -V.

Risk Management Policy:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 20 I 3 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

Corporate Social Responsibility Policy:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20I4. The policy is available on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

Significant & Material Orders Passed by the Regulators:

There are no significant and material orders passed against the Company by the regulators impacting the Company’s operation in the future.

Contracts or Arrangements with Related Parties:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http:// www.gayatri.co.in/Investors/ Corporate Governance/ Policies.

Fixed Deposit:

Your Company has not accepted or renewed any deposit from public during the year under review.

Cost Audit:

M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F.Y 2016-17 and re-appointed for the Financial Year 20I7-18.

Particulars of Employees:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 20 I 3, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 20I4, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section I97(I2) of the Companies Act, 20I3 read with Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, are enclosed in Annexure - VII and forms part of this Report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to NSE and BSE where the Company’s Shares are listed.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5. A report on Corporate Governance is included as a part of this Annual Report as

Annexure -VIII. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

Business Responsibility Report

As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report covering the principle wise performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) forms a part of the Annual report of the Company as Annexure -IX.

Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -clients, financial institutions, Banks, Central and State Governments, the Companies’ valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

(T. INDIRA SUBBARAMI REDDY) (T.V.SANDEEP KUMAR REDDY)

Chairperson Managing Director

(DIN : 00009906) (DIN : 00005573)

Place : Hyderabad (P. SREEDHAR BABU) ( I.V. LAKSHMI)

Date : 6^th December, 2017 Chief Financial Officer Company Secretary &

Compliance Officer

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Mar 31, 2016

To The Members,

The Directors have pleasure in presenting before you the Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS (Standalone) : Rs. in Lakhs

Particulars	2015-16	2014-15
Turnover	1,81,221.25	1,60,114.16
Profit Before Interest Depreciation and Taxes	26,605.83	21,196.12
Less: Interest and Finance Charges	15,792.93	14,867.18
Profit before Interest and Deprecation	10,812.90	6,328.94
Less: Depreciation	3,747.47	2,820.08
Profit before Tax	7,065.43	3,508.86
Provision for Tax	1,200.59	1,303.54
Profit after Tax	5,864.84	2,205.32
Profit brought forward	27,887.46	26,730.03
Profit available for appropriation	33,752.30	28,935.35
Appropriations:
Proposed Dividend at Rs. 2.00 per share (20%)	709.01	302.27
Dividend Tax on proposed Dividend	144.34	51.37
Other Adjustments	42.16	194.25
Transfer to General Reserve	500.00	500.00
Surplus carried to Balance sheet	32,356.79	27,887.46

Review of Operations :

Our revenue from operations on a standalone basis increased to Rs. 1,81,221.25 lakhs from Rs. 1,60,114.16 lakhs in the previous year, at a growth rate of 13.18%. Out of total revenue, 62.54% came from road works, 20.65% from industrial works, 15.42% from irrigation works and 1.39% from other works.

Our operating profits before depreciation and finance cost on standalone basis amounted to Rs. 26,605.83 lakhs (14.68% revenue), as against Rs. 21,196.12 lakhs (13.24% revenue) in the previous year. Direct cost was 83.73% of our revenue for the year ending 31^st March, 2016 as compared to 85.02% in the previous year. The profit before tax was Rs. 7,065.43 lakhs (3.90% of revenue) during the year as compared to Rs. 3508.86 lakhs (2.19% of revenue) in the previous year. The net profit after tax was Rs. 5,864.84 lakhs (3.24% of revenue) during the year as against Rs. 2,205.32 lakhs (1.38% of revenue) in the previous year.

Our Company has an outstanding order book of Rs.10,37,572 lakhs as on 31^st March 2016 and we have received new orders valued about Rs. 1,39,944 lakhs so far during the current financial year. The total order book including new works is about Rs. 11,77,516 lakhs.

In general the progress of the works being executed by the company is in line with the time lines given by the clients. We have obtained extension of the time wherever required and progress of the work is satisfactory.

Future Outlook :

The International agencies are forecasting huge growth in the Indian construction sector. The Indian construction sector is estimated to grow at an average rate of 8.50% annually. The Union Budget announcement in 2016 has given great boost to the construction sector. Spending in infrastructure sectors, including both current and capital expenditures, is expected to increase significantly by 16 percent. The budget also proposed ‘ 2,21,246 crores total outlay for infrastructure development including the development of smart cities, Rs. 97,000 crores investment in the road sector and approved nearly 10,000 kms of National Highways in 2016-17. The future outlook of Indian construction sector is positive and bright and our company as leading player in construction industry is in advantageous position to get more orders, revenues and profits.

Dividend:

Despite the difficult economic conditions your directors are pleased to recommend a dividend of ‘ 2.00 per equity share (20%) of the face value of Rs. 10/- for the period ended 31^st March, 2016.

The dividend, subject to approval at the AGM on 28^th day of September, 2016, will be paid to the shareholders; whose names appear on the Register of Members on 22^nd September, 2016.

It is proposed to transfer Rs. 500.00 Lakhs to the General Reserves of the Company from the current year profits.

Share Capital:

The paid up equity share capital of the company has increased from Rs. 30.22 Crs to Rs. 35.45 Crs pursuant to the allotment of 36,04,000 equity shares to Foreign Institutional Investors (deemed FPI’s) and 16,19,386 equity shares to promoters by way of preferential allotment.

Material Changes and Commitments Affecting the Financial Position of the Company:

There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date of this Board’s Report except that the Board has approved Composite Scheme of Arrangement between M/s. Gayatri Projects Limited, M/s. Gayatri Infra Ventures Limited and M/s. Gayatri Domicile Private Limited providing for:

a) Transfer of investments in Sai Maatarini Tollways Limited from Gayatri Projects Limited to Gayatri Domicile Private Limited at book value. The lump-sum consideration of Rs. 180,16,03,000 (One Hundred and Eighty Crores Sixteen Lacs Three Thousand only) will be paid in the form of 1,24,60,000 (One Crore Twenty-Four Lacs Sixty Thousand) equity shares of Rs. 10 each (fully paid) and 16,77,00,300 (Sixteen Crore Seventy-Seven Lacs Three Hundred) redeemable preference shares of Rs. 10 each (fully paid) of Gayatri Domicile Private Limited;

b) Post transfer of investments, merger of Gayatri Infra Ventures Limited with Gayatri Projects Limited;

c) Post merger of Gayatri Infra Ventures Limited with Gayatri Projects Limited, transfer of Infrastructure Road BOT Assets Business from Gayatri Projects Limited to Gayatri Domicile Private Limited

Pursuant to the above company had filed Scheme of Arrangement along with requisite annexure with Stock Exchanges on 05^th August, 2016.

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

Board Meetings:

The Board of Directors met 8 times in the Financial Year 2015-16 on 30^th May, 2015, 16^th June, 2015, 11^th August,

2015, 14^th August, 2015, 03^rd September, 2015, 14^th November, 2015, 28^th November, 2015 and 13^th February, 2016.

Directors and Key Managerial Personnel:

During the year under review, the Company has:

1. Re-appointed Mr. J. Brij Mohan Reddy as Executive Director of the Company for a further period of 3 years w.e.f 01.10.2015.

2. Appointed Mr. Umakant. K. Bijapur as a director, Nominee of Bank of Baroda on 03.09.2015 further Mr. Venkateswarlu Kakkera, was appointed as Nominee Director on 13.02.2016 replacing Mr. Umakant K. Bijapur.

3. Appointed Mr. J. N. Karamchetti as Independent Director of the Company on 14.11.2015.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

Composition of Audit Committee:

The Audit Committee of the Board of Directors is as follows:

Mr. Ch Hari Vittal Rao - Chairman

Dr. V. L. Moorthy - Member

Mr. G Siva Kumar Reddy - Member

Mr. J.N. Karamchetti - Member

Policy Laid Down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP & other Employees:

The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of

(i) its own performance, (ii) the directors individually and

(iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 13.02.2016.

The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.

(b) Separate Meeting of Independent Directors:

The Independent directors of the Company at its meeting held on I3.02.20I6 (a) reviewed the performance of the non-independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The independent directors evaluated the non Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairman decided that the Chairman has good experience, knowledge and understanding of the Board’s functioning and his performance is excellent. The Independent Directors decided that the information flow between the Company’s Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

Director’s Responsibility Statement:

In pursuance of section I34 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Subsidiaries Companies, Associates and Joint Ventures:

The Company has six subsidiary companies (including step down subsidiaries) as on 31^st March, 2016 as per the Companies Act, 2013.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.

Further the Company after 31^st March, 2016 has acquired 100% shareholding in M/s. Gayatri Domicile Private Limited as a part of proposed restructuring of the Company, pursuant to which M/s. Gayatri Domicile Private Limited is a wholly owned subsidiary of the Company.

The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies.

The company has adopted the policy for determining ‘material’ subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is annexed as Annexure III.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Statutory Auditors and their Report:

The Auditors, M/s. M O S & Associates LLP Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting for a term of one year till the conclusion of the next AGM.

The Independent Auditors of M/s Gayatri Infra Ventures Limited (GIVL), a subsidiary of the company, in their audit report on consolidated financial statements have qualified that they are unable to comment upon the consequential effects on the disinvestment of its entire equity stake amounting to Rs. 4,606.09 Lakhs held in Western UP Tollways Limited, a jointly controlled entity of GIVL. The management is in the process of renegotiating the consideration for the sale of investment and also making arrangements for meeting the other conditions stipulated in the sale agreement. Pending the final outcome of the said process, the management is unable to comment upon the consequential effects, if any, of the said matter, on the financial statements of GIVL. The consequential effects, if any, on the disinvestment will be accounted in the year in which the disinvestment process is completed.

Secretarial Audit:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31^st March, 2016 in Form No MR-3 is annexed to the Directors Report as Annexure - IV and forms part of this Report. The Secretarial Auditors’ Report to the Members of the Company for the Financial Year ended March 31, 2016 does not contain any qualification(s) or adverse observations

Disclosures:

a) Deposits

Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013

b) Conservation of energy

The Company’s main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to the Company.

(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.

c) R & D Technology absorption

The Company main line of activity is civil construction and hence R &D and technology absorption is not applicable to the Company.

d) Foreign exchange earnings - NIL

e) Foreign exchange outgo

Sr No	Nature of Payment	Amount in Rs. Lacs
1	Foreign Travel	20.92
2	Repayment of ECB Loan	1,718.22
3	Repayment of ECB Interest	811.95
4	Plant & Machinery purchase	1,155.67

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies and internal financial controls laid down by the Company.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Management Discussion & Analysis:

Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure -V.

Risk Management Policy:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

Corporate Social Responsibility Policy:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

Significant & Material Orders Passed by the Regulators:

There are no significant and material orders passed against the Company by the regulators impacting the Company’s operation in the future.

Contracts or Arrangements with Related Parties:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Further the Company has entered materially significant related party transactions with related parties which were on arms length basis as disclosed in AOC-2 annexed as Annexure -VII

The policy on dealing with Related Party Transactions is disseminated on the website of the company at http:// HYPERLINK "http://www.gayatri.co.in/Investors/"www.gayatri.co.in/Investors/ Corporate Governance/ Policies.

Fixed Deposits:

Your Company has not accepted or renewed any deposit from public during the year under review.

Cost Audit:

M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F.Y 2015-16 and re-appointed for the Financial Year 2016-17.

Particulars of Employees:

Details in respect of remuneration paid to employees as required under Section I97 (I2) of the Companies Act,2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section I36 of the Companies Act, 20I3 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, are enclosed in Annexure - VIII and forms part of this Report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Company’s Shares are listed.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report as Annexure -IX. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.

Developments during the year with regard to wholly owned subsidiary M/s. Gayatri Energy Ventures Pvt. Ltd (GEVPL):

a. Launched Power Complex at Krishnapatnam.

GEVPL along with its JV partner Sembcorp Industries launched its 2,640 MW Sembcorp Gayatri Power Complex on 27th February, 2016. Built, at a total project cost of US$3 billion (Rs. 20,000 crore), the power complex is the largest foreign direct investment-driven project on a single site in the thermal energy sector in India to date. The complex houses two 1,320-megawatt supercritical coal-fired power plants - Thermal Powertech Corporation India (TPCIL), first power plant successfully completed and commenced full commercial operation in September 2015, while Sembcorp Gayatri Power Limited (Formerly NCCPPL), second plant is expected to be fully operational in 2016.

b. Call option agreement with its JV partner Sembcorp Utilities.

GEVPL has entered a call option agreement with its JV partner Sembcorp Utilities to increase its stake up to 30% in Thermal Powertech Corporation India Limited, over the next 5 years.

Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -clients, financial institutions, Banks, Central and State Governments, the Companies’ valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

(T. INDIRA SUBBARAMI REDDY) (T.V.SANDEEP KUMAR REDDY)

Chairperson Managing Director

(DIN : 00009906) (DIN : 00005573)

Place : Hyderabad (P. SREEDHAR BABU) ( I.V. LAKSHMI)

Date : 26^th August, 20I6 Chief Financial Officer Company Secretary &Compliance Officer

---

Mar 31, 2015

To

The Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (Standalone) : Rs. in Lakhs

Particulars 2014-15 2013-14

Turnover 1,60,114.16 1,81,501.85

Profit Before Interest Depreciation and Taxes 21,196.12 27,217.96

Less: Interest and Finance Charges 14,867.18 15,972.69

Profit before Interest and Depreciation 6,328.94 11,245.27

Less: Depreciation 2,820.08 2,997.75

Profit before Tax 3,508.86 8,247.52

Provision for Tax 1,303.54 3,486.79

Profit after Tax 2,205.32 4,760.73

Profit brought forward 26,730.03 23,176.58

Profit available for appropriation 28,935.35 27,937.31

Appropriations:

Proposed Dividend at Rs1.00 per share (10%) 302.27 604.54

Dividend Tax on proposed Dividend 51.37 102.74

Transfer to General Reserve 500.00 500.00

Surplus carried to Balance Sheet 27,887.46 26,730.03

REVIEW OF OPERATIONS :

During the year 2014-15, the growth in operating income and profitability of construction companies remained muted which implies that execution is yet to pick up in a meaningful manner. This can be partly attributed to stretched financial position of many construction companies which has constrained resources for speeding up execution. The improvement in liquidity profile and credit metrics of construction companies will take some more time and will be subject to improvement in working condition.

The construction/infrastructure sector is likely to get major boost from the Government's focus on development of infrastructure in India. With the political stability, sharper focus on infrastructure development and improvement in economy, new projects announcements by both the public and private sector are likely to pickup in FY16. The Budget 2015 has taken a pro-growth stance and it does appear that the government is keen to expedite the growth process by directly contributing to investment. In the Budget the government announced increase in investment in infrastructure by Rs.70,000 crores for 2015-16 and the allocation in the roads sector has been increased by Rs.14,000 crores and that in railways by Rs.10,000 crores. Therefore that the recovery in the construction sector is certain but expected to be gradual linked to policy measures of the government.

During the year under review the company turnover has been declined to Rs.1601.14 crores from Rs.1812.53 crores in the previous year. The turnover is declined during the year 2014-15 mainly due to slow progress of the road projects in the north-east sector and held up irrigation projects in the Telangana State for technical/political reasons and land acquisitions issues. The EBITDA margins have decreased to 13.20% as compared to 15.00% in the previous year and PAT margin have decreased to 1.37% as against 2.62% in the previous year. The decrease in profit margins is due to fixed overheads such as financial cost, work expenses and other expenses vis-a-vis lower level of revenue.

Future Outlook :

The Company outstanding order book as on 31st March 2015 is of Rs.6,200 crores and so far during the current year company has short listed as lowest bidder for new road orders valued about Rs. 4,875 crores. The total order book including new works is about Rs. 11,075 crores. The strong order book coupled with the future tenders the company planning to bid will give major boost to the company in terms of revenue and profitability in the coming time.

DIVIDEND:

Despite the Difficult economic conditions your directors are pleased to recommend a dividend of Rs.1.00 per equity share (10%) of the face value of Rs.10/- for the period ended 31st March, 2015.

The dividend, subject to approval at the AGM on 28th day of September, 2015, will be paid to the shareholders; whose names appear on the Register of Members on 22nd September, 2015.

It is proposed to transfer Rs.500.00 Lakhs to the General Reserves of the Company from the current year profits.

SHARE CAPITAL

The paid up Equity Share Capital of the Company has been increased from Rs. 30.22 Crs to Rs. 33.83 Crs pursuant to allotment of 36,04,000 equity shares of the company to Foreign Institutional Investors (deemed FPI) by way of Preferential Issue.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date this Board's Report.

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

BOARD MEETINGS:

The Board of Directors met 8 times in the Financial Year 2014–15 on 05th Day of May 2014, 29th Day of May 2014, 26th Day of July 2014, 14th of August 2014, 03rd of September 2014, 07th of November 2014, 30th December 2014, 14th of February 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year under review, the Company has re-appointed Mr. T. V. Sandeep Kumar Reddy as Managing Director of the Company for a further period of five years w.e.f 01.10.2014 and Shri. V. L. Moorthy, Shri. G. Siva kumar Reddy and Shri. CH. Hari Vittal Rao as Independent Directors for a term of 5 years (Second term) by way of special resolution as per the provisions of Section 149 of the Companies Act, 2013.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Board of Directors is as follows:

Mr. Ch Hari Vittal Rao – Chairman

Dr. V. L. Moorthy – Member

Mr. G Siva Kumar Reddy – Member

POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:

The Remuneration policy of the Company is performance driven and is structured to motivate Employees. recognize their merits and achievements and promote excellence in their performance. The Nomination, Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.

Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing agreement, the Nomination and Remuneration Committee at its meeting held on 14.02.2015 formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors.

The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.

(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 14.02.2015 (a) reviewed the performance of the non-independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors except Dr. V.L. Moorthy as on 14.02.2015 attended the meeting.

A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The Members of the Committee evaluated the non-Independent directors.

The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.

The Independent Directors after review of the performance of the Chairperson decided that the Chairperson has good experience, knowledge and understanding of the Board's functioning and his performance is excellent. The Independent Directors decided that the information flow between the Company's Management and the Board is excellent.

(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

SUBSIDIARIES COMPANIES, ASSOCIATES AND JOINT VENTURES:

The Company has six subsidiary companies (including step down subsidiaries) as on 31st March, 2015 as per the Companies Act, 2013.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.

The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept opened for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

The company has adopted the policy for determining 'material' subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report in- Annexure III.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

STATUTORY AUDITORS AND THEIR REPORT:

The Auditors, M/s. M O S & Associates LLP, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of one year till the conclusion of the next AGM.

The Auditors Report to the members of the Company on the financial statements for the Financial Statements for the financial Year ended 31st March 2015 forming part of this report does not contain any Qualifications(s) or adverse observations.

SECRETARIAL AUDIT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practising Company Secretary to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No MR-3 is annexed to the Directors Report - Annexure - IV and forms part of this Report. The Secretarial Auditors' Report to the Members of the Company for the Financial Year ended March 31, 2015 does not contain any qualification(s) or adverse observations

DISCLOSURES:

a) Deposits

Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013

b) Conservation of energy

The Company's main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to the Company.

(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.

c) R & D Technology absorption

The Company main line of activity is civil construction and hence R &D and technology absorption is not applicable to the Company.

d) Foreign exchange earnings - NIL

e) Foreign exchange outgo

Sr No Nature of Payment Amount in Rs. Lacs

1 Foreign Travel 15.38

2 Repayment of ECB Loan 577.55

3 Repayment of ECB Interest 1599.81

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies and internal financial controls laid down by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Clause 32 of the Listing Agreement, the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure – V.

RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The policy is available on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The policy on dealing with Related Party Transactions are disseminated on the website of the company at http://www.gayatri.co.in/Investors/ Corporate Governance/Policies.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposit from public during the year under review.

COST AUDIT:

M/s N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F. Y 2014-15 and re-appointed for the Financial Year 2015-16.

PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013 , read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure – VII and forms part of this Report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the Company's Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure -VIII). Certificate from the Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders – clients, financial institutions, Banks, Central and State Governments, the Companies' valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

(T. INDIRA SUBBARAMI REDDY) (T.V.SANDEEP KUMAR REDDY)

Chairperson Managing Director

Place : Hyderabad (P. SREEDHAR BABU) (I.V. LAKSHMI)

Date : 3rd September, 2015 Chief Financial Officer Company Secretary & Compliance Officer

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Mar 31, 2014

The Members

We have great pleasure in presenting the 25th Annual Report together with the Audited Statements of Accounts for the Financial Year ended March 31,2014.

FINANCIAL RESULTS

The financial performance of your Company on both a stand-alone and a consolidated basis for the year ended March 31, 2014 is summarized below:

Rs.in Lakhs Standalone Consolidated

PARTICULARS 2013-14 2012-13 2013-14 2012-13

Gross Income 1,81,501.85 2,02,467.84 1,59,996.27 1,97,988.28

Profit before interest, depreciation and tax 27,217.96 26,852.70 33,680.49 41,369.90

Less : Interest and financial charges 15,972.69 13,522.98 26,862.37 27,045.47

Profit before depreciation 11,245.27 13,329.72 6,818.12 14,324.43

Less : Depreciation 2,997.75 3,128.64 11,108.91 11,173.16

Profit before tax 8,247.52 10,201.08 (4,290.79) 3,151.27

Provision for tax 3,486.79 3,892.17 (3,464.64) (3,843.15)

Profit after tax 4,760.73 6,308.91 (7,755.43) (691.88)

Less : Minority Interest - 1,258.78 1,646.49

Profit after Prior Period Adjustments 4,760.73 6,308.91 (6,496.65) 954.61

Profit brought forward 23,176.58 18,921.59 12,097.85 13,187.08

Other Adjustments - - (0.85) 9.72

Profit available for appropriation 27,937.31 25,230.50 5,600.36 14,151.77

Appropriations:

Dividend & Dividend Tax 707.28 1,053.92 707.28 1,053.92

Transfer to Debenture Redemption Reserve - - - -

Transfer to General Reserve 500.00 1,000.00 500.00 1,000.00

Balance carried forward 26,730.03 23,176.58 4,393.08 12,097.85

Paid-up capital 3,022.70 3,022.70 3,022.70 3,022.70

Reserves and Surplus 63,573.62 59,520.17 60,716.21 63,757.01

OPERATIONS REVIEW

Your Company has an comfortable order book of Rs. 7273.45 Crores as on 31st March 2014 but translation of the order book into revenues is remains a challenge due to delays in obtaining statutory clearances, land acquisition, indecision making by authorities and delay in settlement of disputes and claims. The finance cost of the company is gone-up due stretched working capital cycles and additional loans borrowed. The input cost of raw materials has gone-up due to delays in the projects execution. The above factors have pulled down the profit margins of the company. Despite the unfavorable economic conditions, the company has achieved a turnover of Rs. 1812.53 Crores in FY 2014, which is lower by 10% as compared to previous year. The PAT margins are reduced to 2.62% in FY 2014 from 3.12% in FY 2013 mainly due higher interest cost and material cost

Your Directors are pleased to inform that during the year under report, the Company has secured orders of Rs. 443.71 crores including the following major contracts.

- Construction of Railway Formation for Tata Steel Ltd., Kalinganagar - Rs. 275.86 Crores

- Modernization of Yeluru Irrigation and Drainage System - Rs. 103.79 Crores

- Construction of Kudri Barrage Project - Rs. 43.28 Crores

The Company has promoted 8 Road Projects out of which 6 road projects are completed and annuity/tolls are being collected and 2 are under execution. The Company has promoted 2 coal based thermal power projects of 1320 MW each, out of which one project is likely to achieve COD in the current financial year and the other one in coming financial year.

FUTURE OUTLOOK

Construction is one of the core sectors of IndiaRs.s economy and the revival of this sector is crucial for over all development of the economy. The newly formed stable government at the center will boost the economy with a greater emphasis on the progress of the reform of infrastructure and investment. The new central government has set the target of developing 1000 km of expressways, developing 8,737 km of roads, including 3,846 km of national highways, in the North East , four-laning 20, 000 km of national highways and widening 20,000 km of national highways to two lanes. In the policy front the Central Government has permitted 100% FDI under the automatic route for all road development projects. In short term the execution challenges are expected to persist and the revenue growth rates continue to remain muted. In long run the construction sector will have positive outlook. Your company having execution capabilities, trained manpower, healthy order book and other resources is in more advantageous position than peers.

Thermal Powertech Corporation India Ltd (TPCL), is the first coal based thermal power project of 1320 MW promoted by the company which is expected to start commercial operation during FY 2015 and the second power project of 1320 MW is under implementation. The company promoted BOT road projects are started giving revenue and the revenue are likely to improve in future with the accelerated growth of economy.On the whole the profits and cash flows of the company is expected to improve in near future.

DIVIDEND

Directors are pleased to recommend a dividend of Rs. 2.00 per equity share (20%) of the face value of Rs. 10/- for the period ended 31st March, 2014.

The dividend, subject to approval at the AGM on 29thday of September, 2014, will be paid to the shareholders, whose names appear on the Register of Members on 23rd September, 2014.

RESERVES

It is proposed to transfer Rs.500.00 Lakhs to the General Reserves of the Company from the current year profits. TRANSFER OF UNPAID/ UNCLAIMED REFUND AMOUNT OF IPO TO IEPF

Pursuant to provisions of Section 205(A)(5) of the Companies Act 1956, the amount of refund of IPO, which remain unpaid/ unclaimed for the period of seven years has been transferred by the Company to the Investor Education Provident Fund(IEPF), established by the Central Government, pursuant to Section 205(C) of the said Act.

SUBSIDIARY COMPANIES

Your Company has seven subsidiary companies (including step down subsidiaries) as on 31st March, 2014 as per the Companies Act, 1956.

The company''s step down subsidiary, M/s. Thermal Powertech Corporation India Limited''s status has been changed to non- subsidiary (Associate) due to change in subsidiary definition as per the Companies Act, 2013 which is effective from 01.04.2014.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards forms a part of this Annual Report.

DIRECTORS

Shri. G. Siva Kumar Reddy and Dr. VL. Moorthy, Directors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate on Corporate Governance are annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management discussions and analysis report is given separately and forms part of this Annual Report.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company are listed in "BSE" (BOMBAY STOCK EXCHANGE LIMITED) and "NSE" (NATIONAL STOCK EXCHANGE INDIA LIMITED) and Non Convertible Debentures issued on Private placement are continued to be listed on The Bombay Stock Exchange Ltd.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the financial year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDITORS

The Auditors M/s. MOS & Associates, Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 141 of the Companies Act, 2013.

STATUTORY INFORMATION

Particulars of Employees

Details in respect of remuneration to employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not furnished since no employee of the Company, except Executive Directors falls within the remuneration limits provided under the said section and rules.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is not applicable for the company. The particular of expenditure and earnings in Foreign Currency is furnished in Notes to Accounts.

AUDITORS'' REPORT

Management Observation on Auditors Observations:

Joint Venture Losses:

The response of the Directors to the comments of the Auditors in their report on Financial Statements is as under:

The IJM-Gayatri Joint Venture losses are not considered in the books of your company in view of the various claims made on the employer for their contractual failures by the joint ventures and the losses which are primarily attributed to such failures are likely to be decided in favor of the joint venture. The JV has raised claims in excess of Rs.300 Crores on the National Highways Authority of India and Andhra Pradesh State Government, which are pending for consideration before the appropriate legal forum.

Present Status of Claims:

a) The amount of claims awarded in favor of the joint venture is Rs.64.82 crores ( including interest of Rs.34.46 Crores) out of which Rs.18.78 crores payment received.

b) The amount of claims which are under adjudication are Rs.274.19 crores.

The management is confident to recovering substantial amount of claims. The management is of theopinion that the excess expenditure is expected to flow back through future cash flows on settlement of the claims by the employer. In the unlikely situation of not awarding the entire amount of claims, GPL has to provide an amount of Rs.46.30 crores towards its share of 40% in the IJM-Gayatri Joint Venture.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate SocialResponsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the confidence reposed and continued support extended by its customers, suppliers , Banks and Financial Institutions, Government at Centre and State and Shareholders. Your Board would like to place on record, its sincere appreciation all the sub contractors, consultants, clients and employees for having played a very significant part in the Company''s operations till date.

For and on behalf of the Board

Place: Hyderabad T. INDIRA SUBBARAMI REDDY T. V. SANDEEP KUMAR REDDY

Date: 29th May 2014. Chairperson Managing Director

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Mar 31, 2012

The Members,We have great pleasure in presenting the 23nd Annual Report together with the Audited Statements of Accounts for the Financial Year ended March 31, 2012. For your Company this has been a truly remarkable year and your company has achieved many milestones and initiated new ventures.

FINANCIAL RESULTS

The financial performance of your Company on both a stand-alone and a consolidated basis for the year ended March 31, 2012 is summarized below:

Rs. in Lakhs

PARTICULARS Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Gross Income 180523.75 1,44,619.33 2,20,593.74 1,21,606.52

Profit before interest, depre ciation and tax 20,327.05 17,626.84 31,822.41 22,804.79

Less : Interest and financial charges 10,437.38 7,418.49 22,072.24 11,730.14

Profit before depreciation 9,889.67 10,208.35 9,749.90 11,074.65

Less : Depreciation 2,905.68 2,273.28 8,208.89 6,232.23

Profit before tax 6,983.99 7,935.07 1,541.01 4,842.42

Provision for tax 2,386.87 2,935.06 2,355.13 3,085.14

Profit after tax 4,597.12 5,000.01 (814.12) 1,757.28

Less : Minority Interest - - 1,371.15 1,475.22

Profit after Prior Period Adjustments 4,597.12 5,000.01 557.03 3,232.50

Profit brought forward 16,060.16 13,869.88 14,400.94 13,978.17

Other Adjustments - - (34.83) -

Profit available for appropriation 20,657.28 18,869.89 14,923.14 17,210.67

Appropriations:

Dividend & Dividend Tax 835.69 709.73 835.69 709.73

Transfer to Debenture Redemption Reserve - 1,300.00 - 1,300.00

Transfer to General Reserve 900.00 800.00 900.00 800.00

Balance carried forward 18,921.59 16,060.16 13,187.08 14,400.94

Paid-up capital 2,396.82 1,198.90 2,396.82 1,198.90

Reserves and Surplus 49,225.36 32,596.98 57,988.84 45,435.38

REVIEW OF OPERATIONS:

The financial year 2011-12 was a challenging year and almost all Country's including India are facing the fear of slowdown in the growth. The uncertainty about demand conditions, and increasing in interest rates, slowdown decision making in various crucial areas and weakling of rupee are contributing for subdued growth rate and also less favorable condition for investment. In this challenging year, your Company has performed reasonably well and grew its revenue by 25%. The EBIDTA margins have registered at 17.26% as against 13.45% in the previous year. The company has make provision of Rs.79.23 crores for the foreign exchange translation loss on the FCCB Bonds and an account of this PAT margins have decreased to 2.55%.

Your Directors are pleased to inform that all projects under taken by the Company are progressing as per schedule except few works where there has been a delay in handing over of the site by the client. In all such cases, your company has got extension of time from the employer.

The Order Book position of your company is strong at Rs.7,809.99 crores as on 31st March, 2012 with a revenue visibility over next four years. The sector wise breakup is as under:

Sl. No. Particulars Orders on Hand % Rs. in Crores

1 Irrigation Division 3457.29 44.27

2 Roads Division 1978.97 25.34

3 Power Transmission 248.26 3.18

4 Industrial Works 2125.47 27.21

TOTAL 7809.99 100.00

FUTURE OUTLOOK

Despite the continued unfavorable macroeconomic environment, Construction Sector is expected to show some improvement compared to last year as evidenced by the recent increase in the output of steel and cement. The projected GDP growth of construction industry is 6.5 percent as against 5.3 percent in previous year. The biggest driver for construction is the infrastructure sector. Investments in the Twelfth Plan are expected to be roughly double the investments in the Eleventh Plan. For the Twelfth Plan, the estimated investment in infrastructure is expected to increase to Rs.

40,992.4 billion. This huge investment in infrastructure, coupled with recovery in the residential segment of the real estate market, is expected to drive the construction industry in the next few years. It can be said that for the next six years (20II-I2 to 20I6-I7) the demand for the construction industry will be quite significant. In value terms, the expected size of this industry by 20I6-I7 will be quite significant. As an existing leading player and experienced infrastructure developer, your Company will have direct advantage in the challenging scenario.

DIVIDEND

Directors are pleased to recommend a dividend of Rs.3/- per equity share of the face value of Rs. 10/- for the period ended 31a March 2012.

The dividend, subject to approval at the AGM on 20th of September, 2012, will be paid to the shareholders whose names appear on the Register of Members with reference to the book closure from Friday 14th September, 2012 to Thursday 20th September, 2012 (inclusive of both dates).

RESERVES

It is proposed to transfer Rs.900Lakhs to the General Reserves of the Company from the current year's profits.

SUBSIDIARY COMPANIES

During the year under review your company has incorporated M/s. Sai Maharini Toll ways Limited has wholly owned subsidiary of the company.

With effect from I3th of March, 2012, HKR Roadways Limited is not a subsidiary of our Company pursuant to acquisition of shares by other shareholders in HKR Road Ways Limited.

With effect from November 29, 2011, Bhandara Thermal Power Corporation Limited has become a step down subsidiary of your Company pursuant to Gayatri Energy Ventures Private Limited having acquired 98.99% of the equity share capital thereof.

Your Company has seven subsidiary companies (including step down subsidiaries) as on 31st March 2012 as per the Companies Act, 1956.

CONSOLIDATION OF ACCOUNTS

In accordance with the Accounting Standard -21 on Consolidated Financial Statements read with Accounting Standard - 23 & 27 on Accounting for Investments in Associates in Consolidated Financial Statements and Financial Reporting of Interests in Joint Ventures, Consolidated Financial Statements are prepared considering the combined profits net of losses of all the subsidiaries, joint ventures and after eliminating intra group transactions, unrealized profits and balances.

Your Directors have pleasure in attaching the Consolidated Financial Statements presented by your Company which form part of the Annual Report and Accounts.

DIRECTORS

Smt. T. Indira Subbarami Reddy and Sri Ch. Hari Vittal Rao, Directors retire at the ensuing AGM and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate on Corporate Governance are annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management discussions and analysis report is given separately and forms part of this Annual Report.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company are listed in "BSE"(BOMBAY STOCK EXCHANGE LIMITED) and "NSE" (NATIONAL STOCK EXCHANGE OF INDIA LIMITED), Non Convertible Debentures issued on Private placement are continued to be listed on The Bombay Stock Exchange Limited and Foreign Currency Convertible Bonds (FCCB's) are listed on the Singapore Stock Exchange Limited.

RIGHTS ISSUE

During the year under review your company has raised Rs. 143.86 Crores through the Rights issue, by issue of 11979242 equity shares of Rs.10/- each at a premium of Rs. 110/- to the existing shareholders on right basis. The aforesaid shares allotted under rights issue start traded on the Bombay Stock Exchange and National Stock Exchange w.e.f 29th of March, 2012.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the financial year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

AUDITORS

The Auditors M/s. C.B. Mouli& Associates, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224 (I-B) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars of Employees

Details in respect of remuneration to employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not furnished since no employee of the Company, except Executive Directors falls within the remuneration limits provided under the said section and rules.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is not applicable for the company. The particular of expenditure and earnings in Foreign Currency is furnished in Notes to Accounts.

AUDITORS' REPORT

Management Observation on Auditors Observations:

Joint Venture Losses:

The response of the Directors to the comments of the Auditors in their report on Financial Statements is as under:

The IJM-Gayatri Joint Venture losses are not considered in the books of your company because of the various claims made on the employer for their contractual failures by the joint ventures and the losses which are primarily attributed to such failures are likely to be decided in favor of the joint venture. The management is of the firm opinion that the excess expenditure is expected to flow back through future cash flows on settlement of the claims by the employer. There is substantial progress in the proceedings in the arbitration and the management is reasonably confident of recovery of these claims in near future. In the unlikely situation of not awarding the entire amount of claims, GPL has to provide an amount of Rs 53.78 crores towards its share of 40% in the IJM-Gayatri Joint Venture.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the confidence reposed and continued support extended by its customers, suppliers , Banks and Financial Institutions, Government at centre and state and shareholders. Your Board would like to place on record, its sincere appreciation all the sub contractors, consultants, clients and employees for having played a very significant part in the Company's operations till date.

For and on behalf of the Board

Place : Hyderabad T. INDIRA SUBBARAMI REDDY T. V. SANDEEP KUMAR REDDY

Date : 30th May, 2012. Chairperson Managing Director

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Mar 31, 2011

To

The Members,

We have great pleasure in presenting the 22nd Annual Report together with the Audited Statements of Accounts for the Financial Year ended March 31, 2011. For your Company this has been a truly remarkable year and your company has achieved many milestones and initiated new ventures.

FINANCIAL RESULTS

The financial performance of your Company on both a stand-alone and a consolidated basis for the year ended March 31, 2011 is summarised below:

(Rs.in Lacs)

PARTICULARS Standalone Consolidated

2010-11 2009-2010 2010-11 2009-2010

Gross Income 144,619.33 125,669.04 121,606.52 128,097.26

Profit before interest, depreciation and tax 20,011.34 15,650.12 20,094.80 15,633.49

Less : Interest and financial charges 8,562.52 5,544.21 11,730.14 5,553.99

Profit before depreciation 11,448.82 10,105.91 8,364.66 10,079.50

Less : Depreciation 2,273.28 2,005.71 2,281.77 2,005.76

Profit before tax 9,175.54 8,100.20 6,082.89 8,073.74

Provision for tax 2,934.12 2,765.44 3,084.20 2,540.74

Profit after tax 6,241.42 5,334.76 2,998.69 5,532.99

Less : Minority Interest — — 1,475.22 (13.30)

Prior Period Adjustments 1,241.41 425.74 1,241.41 428.40

Profit after Prior Period Adjustments 5,000.01 4,909.02 3,232.50 5,117.89

Profit brought forward 13,869.88 10,310.46 12,719.34 8,951.05

Profit available for appropriation 18,869.89 15,219.48 17,210.67 14068.94 Appropriations:

Interim Dividend — 277.62 — 277.62

Final Dividend 606.63 277.62 606.63 277.62

Dividend tax 103.10 94.36 103.10 94.36

Transfer to Debenture Redemption Reserve 1300.00 — 1,300.00 —

Transfer to General Reserve 800.00 700.00 800.00 700.00

Balance carried forward 16,060.16 13,869.88 14,400.94 12,719.34

Paid-up capital 1,198.90 1,110.48 1,198.90 1,110.48

Reserves and Surplus 32,596.98 26,574.39 45,435.38 33,851.90

REVIEW OF OPERATIONS:

In a challenging financial year that it has been, your Company has delivered an excellent performance through commendable teamwork and a confluence of professionalism, commitment, zeal and passion:-

- Business levels increased to Rs.1,44,055.10 lacs from Rs.1,25,248.56 lacs an increase of 15.01%

- Net Profit after tax as increased to Rs.6,241.42 lacs from Rs.5,334.76 lacs an increase of 16.99%.

Your Company core competence lies in its capabilities to complete the projects on time. Your Directors are pleased to inform that all projects under taken by the Company are progressing as per schedule except few works where there has been a delay in handing over of the site by the client. In all such cases, your company has got extension of time from the employer.

ORDER BOOK POSITION:

The Order Book position as on date is Rs.8,30,056 lacs and the sector wise breakup is as under:

(Rs in Lacs)

Sl. No. Particulars Orders on Hand %

(Rs. in Lacs)

1 Irrigation Division 3,58,788 43.22

2 Roads Division 2,61,624 31.52

3 Building Division 4,045 0.49

4 Power Transmission 26,584 3.20

5 Industrial Works 1,79,015 21.57

TOTAL 8,30,056 100.00

FUTURE OUTLOOK

Over the last few years, the Indian economy has been in a phase of unparalleled growth of about 8-10% per year, making it one of the fastest growing economies in the world. Sustaining this rate of growth will need huge investments in physical infrastructure such as roads, water, power and urban sectors. Preliminary estimates suggest that investment in infrastructure would need to increase from the current 4.6% of GDP to about 8% during the 11th Plan. The Construction sector accounts for nearly 45% of the total investment in infrastructure and is expected to be the prime beneficiary of the surge in infrastructure investment in the near to medium term. The importance that the Government of India (GoI) places on bridging the country's acute infrastructure deficit is evident from the two fold increase in the planned outlay for the infrastructure sector in the XIIth five year plan. The construction sector has witnessed robust growth in order inflows during the last few quarters, benefiting from increased spending on transportation, power, and urban infrastructure, besides from an increase in the award of build-operate-transfer (BOT) contracts. The two-fold increase in the plan outlay envisaged for infrastructure during the XIIth Five-Year Plan is likely to further augment order inflows for construction companies in the near to medium term. The 11th Five Year Plan envisages an infrastructure investment of Rs. 20,561 billion which includes Roads sector investment of Rs 3,142 millions, Irrigation sector investment of Rs 2,533 millions. NHAI has announced that 11,050 KM roads will be announced in the current year involving investment of Rs 70,000 crores, as per the target fixed by the GoI.

As an existing leading player in the infrastructure development, your Company will have direct advantage in the changed scenario. The order book, turnover and profitability of your Company is likely to improve in near and medium future.

DIVIDEND

Directors are pleased to recommend a final dividend of Rs.5/- per equity share of the face value of Rs.10/- for the period ended 31st March 2011.

The dividend, subject to approval at the AGM on 30th day of September, 2011, will be paid to the shareholders whose names appear on the Register of Members with reference to the book closure from 3rd September, 2011 to 6th September, 2011 (inclusive of both dates).

RESERVES

It is proposed to transfer Rs.800 lacs to the General Reserves and Rs.1300 lacs to the Debenture Redemption Reserve of the Company from the current year's profits.

SUBSIDIARY COMPANIES

During the year under review M/s. HKR Road Ways Limited and Bhandara Thermal Power Corporation Limited has become a subsidiary of the company.

Your Company has seven subsidiary companies (including step down subsidiaries) as on 31st March 2011.

CONSOLIDATION OF ACCOUNTS

In accordance with the Accounting Standard -21 on Consolidated Financial Statements read with Accounting Standard – 23 & 27 on Accounting for Investments in Associates in Consolidated Financial Statements and Financial Reporting of Interests in Joint Ventures, Consolidated Financial Statements are prepared considering the combined profits net of losses of all the subsidiaries, joint ventures and after eliminating intra group transactions, unrealized profits and balances.

Your Directors have pleasure in attaching the Consolidated Financial Statements presented by your Company which form part of the Annual Report and Accounts.

DIRECTORS

Sri. G. Siva Kumar Reddy and Dr. V. L. Moorthy, Directors retire at the ensuing AGM and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate on Corporate Governance are annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management discussions and analysis report is given separately and forms part of this Annual Report.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company and Non Convertible Debentures issued on Private placement are continued to be listed on The Bombay Stock Exchange and Foreign Currency Convertible Bonds (FCCB's) are listed on the Singapore Stock Exchange Limited. Further National Stock Exchange has approved the listing of our equity shares w.e.f 22nd August, 2011 Vide circular dated 18th of August, 2011.

FORFEITURE OF SHARE WARRANTS:

During the year 2009-10, the Company had issued and allotted 10,00,000 warrants to the Promoters of the Company on a preferential basis at a price of Rs.142.52/- per warrant convertible into 1 equity share of Rs.10/- each at a premium of Rs.132.52 per warrant which shall be convertible within a period of 18 months from the date of allotment i.e. before 13/ 03/2011, which is in accordance with the SEBI (Disclosure and Investor Protection) Guidelines, 2000, ("SEBI DIP Guidelines"). On October 29, 2010, the promoters converted 597,521 Warrants into Equity Shares as per the pricing formula prescribed in the SEBI DIP Guidelines for preferential issues. The remaining warrants 402,479 of the aforesaid 1,000,000 warrants remained unexercised as the promoters are not allowed to convert beyond 5% during one financial year as per SEBI(SAST) Regulations, 1997. Hence the remaining warrants were forfeited by the company on March 14, 2011 and the amount paid by the promoters towards the warrants of Rs. 143.40 Lacs was transferred to Capital Reserve Account.

RIGHTS ISSUE

Company has filed Draft Letter of offer with Securities Exchange Board of India for issue of Right Shares along with detachable warrants on 21st of March, 2011.

ISSUE OF NON CONVERTIBLE DEBENTURES:

During the year under review company had issued Non Convertible Debentures on private placement basis and the same were listed on Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the financial year ended on that date.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

AUDITORS

The Auditors M/s. C.B. Mouli & Associates, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars of Employees

Details in respect of remuneration to employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not furnished since no employee of the Company, except Executive Directors falls within the remuneration limits provided under the said section and rules.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is not applicable for the company. The particular of expenditure and earnings in Foreign Currency is furnished in Notes to Accounts.

AUDITORS' REPORT

Management Observation on Auditors Observations:

Joint Venture Losses:

The response of the Directors to the comments of the Auditors in their report on Financial Statements is as under:

The IJM-Gayatri Joint Venture losses are not considered in the books of your company because of the various claims made on the employer for their contractual failures by the joint ventures and the losses which are primarily attributed to such failures are likely to be decided in favor of the joint venture. The management is of the firm opinion that the excess expenditure is expected to flow back through future cash flows on settlement of the claims by the employer. There is substantial progress in the proceedings in the arbitration and the management is reasonably confident of recovery of these claims in near future. In the unlikely situation of not awarding the entire amount of claims, GPL has to provide an amount of Rs 53.78 crores towards its share of 40% in the IJM-Gayatri Joint Venture.

PARTICULARS OF EMPLOYEES

The details required under section 217(2A) of the Companies Act, 1956 read the Companies (Particulars of Employees) Rules, 1975 are not furnished as there are no employees who are covered under the above section.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their appreciation for the assistance and guidance extended by the Government at Centre and in the States, Banks and Financial institutions. Your Directors also place on record their sincere appreciation of the total commitment and hard work put in by all the sub contractors, consultants, clients and employees of the company.

For and on behalf of the Board

T. INDIRA REDDY T. V. SANDEEP KUMAR REDDY

Chairperson Managing Director

Place : Hyderabad

Date : 22nd August, 2011

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Mar 31, 2010

The Members, We have great pleasure in presenting the 21st Annual Report together with the Audited Statements of Accounts for the Financial Year ended March 31, 2010. For your Company this has been a truly remarkable year and your company has achieved many milestones and initiated new ventures.

FINANCIAL RESULTS

The financial performance of your Company on both a stand-alone and a consolidated basis for the year ended March 31, 2010 is summarised below:

(Rs.in Lacs)

PARTICULARS Standalone Consolidated

2009-10 2008-2009 2009-10 2008-2009

Gross Income 125,669.04 101,100.37 128,097.26 103,508.48

Profit before interest, depreciation and tax 15,650.12 11,999.32 15,633.49 11,614.86

Less : Interest and financial charges 5,544.21 3,685.57 5,553.99 3,942.44

Profit before depreciation 10,105.91 8,313.75 10,079.50 7,672.42

Less : Depreciation 2,005.71 1,970.13 2,005.76 2,092.02

Profit before tax 8,100.20 6,343.62 8,073.74 5,580.40

Provision for tax 2,765.44 2,181.69 2,540.74 2,297.68

Profit after tax 5,334.76 4,161.93 5,532.99 3,282.72

Less : Minority Interest - - (13.30) 44.69

Prior Period Adjustments 425.74 30.32 428.40 30.32

Profit after Prior Period Adjustments 4,909.02 4,131.61 5,117.89 3,207.71

Profit brought forward 10,310.46 7,251.73 8,951.05 6,594.67

Profit available for appropriation 15,219.48 11,383.34 14068.94 9,802.38

Appropriations:

Interim Dividend 277.62 - 277.62 -

Final Dividend 277.62 404.19 277.62 404.19

Dividend tax 94.36 68.69 94.36 68.69

Transfer to General Reserve 700.00 600.00 700.00 600.00

Balance carried forward 13,869.88 10,310.46 12,719.34 8,729.50

Paid-up capital 1,110.48 1,010.48 1,110.48 1,010.48

Reserves and Surplus 26,930.69 20,564.97 36,392.27 25,472.70

REVIEW OF OPERATIONS:

In a challenging financial year that it has been, your Company has delivered an excellent performance through commendable teamwork and a confluence of professionalism, commitment, zeal and passion:-

? Business levels increased to Rs.125,669.04 Lacs from Rs.101,100.37 Lacs an increase of Rs.24,568.67 Lacs (24.30%).

? Net Profit rose to Rs.5,334.76 Lacs from Rs.4,161.93 Lacs an increase of Rs.1,172.83 Lacs (29.12%).

Your Company core competence lies in its capabilities to complete the projects on time. Your Directors are pleased to inform that all projects under taken by the Company are progressing as per schedule except few works where there has been a delay in handing over of the site by the client. In all such cases, your company has got extension of time from the employer.

ORDER BOOK POSITION:

The Order Book position as on date is Rs.700536.86 Lacs and the sector wise breakup is as under:

Sl. No. Particulars Orders on Hand %

(Rs. in Lacs)

1 Irrigation Division 367,273.12 52.42

2 Roads Division 77,054.24 11.00

3 Road BOT Projects 156,188.70 14.28

4 Others 100,020.80 22.30

TOTAL 700,536.86 100.00

FUTURE OUTLOOK

India, as one of the fastest growing economies, has recognized the need for all round development in the important infrastructure sectors. The potential is enormous as many sectors are opening up for participation and private investment. In the last few years a number of Road Projects have been taken up under ambitious National Highway Development Programme in which large number of Indian and foreign construction companies are participating.

Your Company is one of the fastest growing construction companies in India executing major civil works including construction of concrete or masonry dams, earthen dams, national highways, bridges, canals, aqueducts, airports, ports etc. The company will benefit immensely from changing economic scenario and positive initiatives from the government for development of Indian infrastructure.

DIVIDEND

Directors are pleased to recommend a final dividend of Rs.2.50 per equity share of the face value of Rs.10/- for the period ended 31st March 2010. The interim dividend of Rs.2.50 per equity share was paid on 11th February, 2010.

The final dividend, subject to approval at the AGM Scheduled on 27th September, 2010, will be paid to the shareholders whose names appear on the Register of Members with reference to the book closure from 20th September, 2010 to 27th September, 2010 (inclusive of both dates).

The total dividend for the period including the proposed final dividend of Rs.2.50 per share and Interim Dividend of Rs.2.50 per share, amounts to Rs.5.00 per share for the Year.

RESERVES

It is proposed to transfer Rs.700 Lacs to the General Reserves of the Company from the current years profits.

SUBSIDIARIES

Your Company has five subsidiary companies (including step down subsidiaries) as on 31st March 2010.

Pursuant to Section 212(8) of the Companies Act, the Central Government vide its letter no 47/362/2010-CL-III dated 07/05/2010 granted exemption from attaching to the Balance Sheet of the Company, the Accounts and other documents of each of its subsidiaries. However, the Consolidated Financial Statements of the Company, which includes the results of the said subsidiaries, forms part of this Annual Report. The company will send copy of annual reports of subsidiary companies to shareholders upon request. The annual accounts of subsidiary companies are kept open for inspection at the registered office of the company which are also available in the companys website.

CONSOLIDATION OF ACCOUNTS

In accordance with the Accounting Standard -21 on Consolidated Financial Statements read with Accounting Standard – 23 & 27 on Accounting for Investments in Associates in Consolidated Financial Statements and Financial Reporting of Interests in Joint Ventures, Consolidated Financial Statements are prepared considering the combined profits net of losses of all the subsidiaries, joint ventures and after eliminating intra group transactions, unrealized profits and balances.

Your Directors have pleasure in attaching the Consolidated Financial Statements presented by your Company which form part of the Annual Report and Accounts.

DIRECTORS

Shri SMAA Jinnah, Director of your Company has expired during the year. The Board places on record its immense appreciation of the services rendered by him during his tenure as the Member of the Board of Directors of the Company.

Sri T.V. Sandeep Kumar Reddy and Sri J Brij Mohan Reddy retire at the ensuing AGM and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate on Corporate Governance are annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management discussions and analysis report is given separately and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures ;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the financial year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts of the Company on a ‘going concern basis.

AUDITORS

The Auditors M/s. C.B. Mouli & Associates, Chartered Accountants, Secunderabad will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars of Employees

Details in respect of remuneration to employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not furnished since no employee of the Company, except Executive Directors falls within the remuneration limits provided under the said section and rules.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

Information relating to Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is not applicable for the company. The particular of expenditure and earnings in Foreign Currency is furnished in Notes to Accounts.

AUDITORS REPORT

Management Observation on Auditors Observations:

Responses of the Directors to the comments of the Auditors in their report on financial Statements are as follows:

(a) Regarding IJM-Gayatri Joint Venture losses not considered, as already clarified in Note No.9(a) of Schedule 18 (Notes to Accounts) the management is of the firm opinion that the excess expenditure is expected to flow back through future cash flows on settlement of the claims by the employer. There is substantial progress in the proceedings in the arbitration and the management is reasonably confident of recovery of these claims. During the year under review in the matter of dispute out of the work of the “Warangal-Khammam- Tallada Road work”, the committee of Arbitrators has awarded a claim of Rs.12.42 Crores in favour of joint venture. In the unlikely situation of not awarding the entire amount of claims, GPL has to provide an amount of Rs.53.78 crores towards its share of 40% in the IJM-Gayatri Joint Venture.

(b) Regarding the Gayatri-ECI Joint Venture losses not provided, the management is of the view that the said losses can be set off from the future profits of the project on full scale commencement. However due to changed strategy of the company and over all improvement of the law and order situation, the progress of the work has improved substantially and the joint venture has posted a profit of Rs. 481.73 Lacs during the year 2009-10 and to that extent the accumulated losses have been recovered. Since now the substantial portion of the project work is started now, the losses incurred in the earlier years can be recovered from these profits. Thus, the initial expenditure / losses are expected to flow back through future profits. Hence, no provision has been considered necessary for the Joint Venture losses.

PARTICULARS OF EMPLOYEES

The details required under section 217(2A) of the Companies Act, 1956 read the Companies (Particulars of Employees) Rules, 1975 are not furnished as there are no employees who are covered under the above section.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGEMENTS

The Board of Directors would like to place on record their appreciation for the assistance and guidance extended by the Government at Centre and in the States, Banks and Financial institutions. Your Directors also place on record their sincere appreciation of the total commitment and hard work put in by all the sub contractors, consultants, clients and employees of the company.

For and on behalf of the Board

Place:Hyderabad T. INDIRA T. V. SANDEEP KUMAR REDDY

Date :9th August, 2010 Chairperson Managing Director