Notes to Accounts of Gayatri Projects Ltd.

Mar 31, 2025

2.12 Provisions, Contingent Liabilities and
Contingent Assets

Provisions involving substantial degree of
estimation in measurement are recognized when
there is a present obligation as a result of past
events and it is probable that there will be an
outflow of resources to settle the obligation in
respect of which reliable estimate can be made as
on the balance sheet date.

Contingent Liabilities are present obligations
arising from a past event, when it is not probable /
probability is remote that an outflow of resources
will be required to settle the obligation and they
are not recognized but are disclosed in the notes.

Contingent Assets are neither recognized nor
disclosed in the financial statements except
where it has become virtually certain that an
inflow of economic benefit will arise, the asset
and the related income are recognized in financial
statements of the period in which the change
occurs Provisions for Contingent Liabilities and
Contingent Assets are reviewed at the end of
Balance Sheet date.

2.13 Foreign Currency Transactions and Translation

The reporting currency of the company is Indian
Rupee. Foreign Currency Transactions are
translated at the functional currency spot rates
prevailing on the date of transactions.

Monetary assets and current liabilities related
to foreign currency transactions remaining
unsettled are translated at the functional currency
spot rates prevailing on the balance sheet date.
The difference in translation of monetary assets
and liabilities and realized gains and losses on
foreign exchange transactions are recognized in
the Statement of Profit and Loss.

Non-monetary foreign currency items are carried

at historical cost denominated in a foreign
currency are reported using the exchange rate at
the date of the transaction.

2.14 Employee Benefits

Payments to Defined Contribution schemes are
charged as an expense as they fall due. Company''s
contribution to provident fund in respect of
certain employees is made to a government
administrated fund and charged as an expense to
the Statement of Profit and Loss.

Liability for employee benefits, both short and
long term, for present and past service which
are due as per the terms of employment are
recorded in accordance with Indian Accounting
Standard 19 "Employee Benefits" issued by the
Companies (Accounting Standard) Rules, 2015. Re¬
measurement gains /losses on post-employment
defined benefits comprising gains/ losses is
reflected immediately in the balance sheet with a
charge or credit to other comprehensive income
in the period in which it arises.

i) Gratuity

In accordance with the Payment of Gratuity
Act, 1972 the Company provides for Gratuity
covering eligible employees. The liability on
account of Gratuity is provided on the basis
of valuation of the liability by an independent
actuary as at the year end.

ii) Provident Fund

In accordance with applicable local laws,
eligible employees of the Company are
entitled to receive benefits under the
provident fund, a defined contribution plan
to which both the employee and employer
contributes monthly at a determined rate
(currently up to 12% of an employee''s
salary). These contributions are either made
to the respective Regional Provident Fund
Commissioner, or the Central Provident
Fund under the State Pension Scheme, and
are recognized as expenses incurred.

iii) Compensated Absences

The employees are entitled to accumulate
leave subject to certain limits, for future
encashment and availment, as per the policy
of the Company.

The liability towards such unutilized leave

as at the end of each balance sheet date is
determined based on independent actuarial
valuation and recognized in the Statement
of Profit and Loss.

2.15 Deferred Revenue Expenditure

Projects and other related expenditure incurred
up to 31^st March, 2025, the benefit of which is
spread over more than one year is accounted
as Project Promotion Expenses grouped under
Other Advances and is amortized over the period
in which benefits would be derived.

2.16 Leases

Assets taken on lease are accounted as right-of-
use assets and the corresponding lease liability
is accounted at the lease commencement date.
Initially the right-of-use asset is measured at cost
which comprises the initial amount of the lease
liability adjusted for any lease payments made at
or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it
is located, less any lease incentives received.

The lease liability is initially measured at the
present value of the lease payments, discounted
using the Company''s incremental borrowing
rate. It is re-measured when there is a change in
future lease payments arising from a change in
an index or a rate, or a change in the estimate of
the guaranteed residual value, or a change in the
assessment of purchase, extension or termination
option. When the lease liability is re-measured in
this way, a corresponding adjustment is made to
the carrying amount of the right of-use asset, or
is recorded in the Statement of Profit and Loss if
the carrying amount of the right-of-use asset has
been reduced to zero.

The right-of-use asset is measured by applying
cost model i.e., right-of-use asset at cost less
accumulated depreciation and cumulative
impairment, if any. The right-of-use asset is
depreciated using the straight-line method
from the commencement date to the end of the
lease term or useful life of the underlying asset
whichever is earlier. Carrying amount of lease
liability is increased by interest on lease liability
and reduced by lease payments made.

Lease payments associated with following leases
are recognised as expense on straight-line basis:

(i) Low value leases; and

(ii) Leases which are short-term.

2.17 Earnings per Share (EPS)

In arriving at the EPS, the Company''s Net Profit
After Tax, is divided by the weighted average
number of equity shares outstanding. The EPS
thus arrived at is known as ''Basic EPS''. To arrive at
the diluted EPS, the net profit after tax, referred
above, is divided by the weighted average number
of equity shares, as computed above and the
weighted average number of equity share that
could have been issued on conversion of shares
having potential dilutive effect subject to the
terms of issue of those potential shares. The
date(s) of issue of such potential shares determine
the amount of the weighted average number of
potential equity shares.

2.18 Taxation

i) Current Tax

Provision for Current tax is made based on
the liability computed in accordance with
the relevant tax rates and provisions of
Income Tax Act, 1961 as at the balance sheet
date and any adjustments to taxes in respect
of the previous years, penalties if any related
to income tax are included in the current tax
expense.

ii) Deferred Taxes

Deferred Tax is the tax expected to be
payable or recoverable on differences
between the carrying amount of the assets
and liabilities for financial reporting purpose
and the corresponding tax bases used in
computation of taxable profit. Deferred tax
assets are recognized and carried forward
only to the extent that there is a reasonable
certainty that sufficient future taxable
income will be available against which such
Deferred Tax Assets can be realized.

Current and deferred tax is recognized
in profit or loss, except to the extent that
it related to items recognized in other
comprehensive income or directly in equity.
In this case, the tax is also recognized in
other comprehensive income or directly in
equity, respectively.

2.19 Commitments

Commitments are future liabilities for contractual
expenditure.

Commitments are classified and disclosed as
follows:

a. Estimated amount of contracts remaining
to be executed on capital account and not
provided for;

b. Uncalled liability on shares and other
investments partly paid;

c. Funding related commitment to subsidiary,
associate and joint venture companies and

d. Other non-cancellable commitments, if any,
to the extent they are considered material
and relevant in the opinion of management.

Other commitments related to sales/
procurements made in the normal course of
business are not disclosed to avoid excessive
details.

2.20 Operating cycle for current and non-current
classification

Operating cycle for the business activities of the
Company covers the duration of the specific
project/contract including the defect liability
period, wherever applicable and extends up to
the realization of receivables (including retention
monies) within the agreed credit period normally
applicable to the respective lines of business.

2.21 Statement of Cash Flows

Statement of Cash Flows is prepared segregating
the cash flows from operating, investing and
financing activities. Cash flow from operating
activities is reported using indirect method. Under
the indirect method, the net profit is adjusted for

the effects of:

i. transactions of a non-cash nature;

ii. any deferrals or accruals of past or future
operating cash receipts or payments;

iii. items of income or expense associated from
investing or financing cash flows; and

Cash and cash equivalents (including
bank balances) are reflected as such in the
Statement of Cash Flows.

2.22 Exceptional Items:

Items of income and expenditure within profit
and loss from such activities other than ordinary
business activities which are of such size, nature
or incidence that their disclosure is relevant to
explain the performance of the enterprise for the
period, the nature and amount of such items are
disclosed separately as Exceptional Items.

2.23 Borrowing Cost

Borrowing costs net of any investment income
from the temporary investment of related
borrowings, that are attributable to the acquisition
or construction of a qualifying asset are capitalized
as part of cost of such asset till such time the asset
is ready for its intended use or sale. A qualifying
asset is an asset that necessarily requires a
substantial period of time to get ready for its
intended use or sale. All other borrowing costs
are charged to the Statement of Profit and Loss in
the period in which they are incurred. Borrowing
costs include interest expense calculated using
the effective interest method, finance charges in
respect of assets acquired on finance lease and
exchange differences arising on foreign currency
borrowings to the extent they are regarded as an
adjustment to interest costs.

4.1) 6,23,00,000 Equity shares of Gayatri Highways limited (GHL) have been pledged to Il&FS Securities Services
Limited (Security Trustee) for the credit facilities availed by GHL from IL&FS Financial Services Limited.

4.2) 48,27,482 Equity shares Gayatri Energy Ventures Private Limited have been pledged to IDBI Trusteeship Services
Limited for the credit facilities availed by the company from consortium lenders.

4.3) 25,500 Equity shares of Bhandara Thermal Power Corporation Limited have been pledged to IL & FS is yet to be
released by the IL & FS as the loan is repaid by the step-down subsidiary company.

4.4) 16,77,00,300 9% Non Convertible Cumulative Redeemable Preference Shares held by the Company in
M/s. Gayatri Highways Limited have been pledged to IDBI Trusteeship Services Limited for the credit facilities
availed by the company from consortium lenders.

4.5) 7,82,87,796 4% Compulsorily Convertible Cumulative Preferential Shares held by the Company in Gayatri Hi¬
Tech Hotels Ltd have been pledged to IDBI Trusteeship Services Limited for the credit facilities availed by the
company from consortium lenders.

20.1 Equipment Loans from Banks and Others

The Equipment loans are secured by hypothecation of specific equipments acquired out of the said loans and
all these loans are guaranteed by the promoter directors. The rate of interest on these loans varies between
11% to 15%.

20.2 Term loans

The secured term loans are secured by hypothecation of construction equipments not specifically charged
to other banks, equitable mortgage of immovable properties of group companies, pledge of unencumbered
equity shares of promoters in Gayatri Projects Ltd and personal guarantees of the promoter Directors. The rate
of interest varies between 11% to 13% with an average yield of 12.04% p.a.

20.3 Vehicle Loans:

The Vehicle loans availed are secured by hypothecation of specific vehicles purchased out of the said loans.
The vehicle loans carry interest rate between 11% to 15% p.a.

20.4 Working Capital Facilities (Secured)

The working capital facilities from the consortium of Banks are secured by:

• Hypothecation against first charge on stocks, book debts and other current assets of the Company both
present and future ranking paripassu with consortium banks.

• Hypothecation against first charge on all unencumbered fixed assets of the Company both present and
future ranking paripassu with consortium banks.

• Equitable mortgage of properties belonging to promoters, directors, group companies.

• Personal guarantee of promoter directors and relatives. Corporate guarantees of entities in which KMPs
are interested.

20.5 Short Term Loan (COVID FITL)

• Hypothecation against first charge on stocks, book debts and other current assets of the Company both
present and future ranking paripassu with consortium banks.

• Hypothecation against first charge on all unencumbered fixed assets of the Company both present and
future ranking paripassu with consortium banks.

• Equitable mortgage of properties belonging to promoters, directors, group companies.

• Personal guarantee of promoter directors and relatives. Corporate guarantees of entities in which KMPs
are interested.

20.6 Secured Inter Corporate Loan from Others

The secured Intercorporate loans are secured by equitable mortagage of Land of Group Company and
personal guarantees of the Managing Director. The rate of interest is 16.00% p.a.

20.7 Un-secured Inter Corporate Loan from Others

The unsecured Intercorporate loans rate of interest is 18.00% p.a.

20.8 Amount of default as on the Balance Sheet date in repayment of borrowings including interest thereon:

The company has defaulted in repayment of the dues to the lenders and the accounts have been declared as
NPA and further Corporate Insolvency Process having been commenced w.e.f. 15-11-2022 (Refer note no. 1).
In the absence of loan statements / information from the lenders, the actual date of default of various loans
/ financial facilities was not available with the company as there was adjustment of margin money deposits,
repayments from TRA account against outstanding dues on different dates. Accordingly, the date of declaring
the account as NPA/ recalling of the loans is considered as default date for the purpose of reporting in this
clause.

20.9 Unsecured Loans from Promoters is due to shares held by promoters given as collateral sold by lenders of the
company during the year.

20.10 Unsecured Loans from step down subsidiary is interest free with no fixed repayment schedule.

20.11 As per the information available with the company the lenders of the company had sent notices to the company
as to why the company and its directors/gurantors shall not be declared as "willful defaulters”. The company
and the directors/gurantors had responded to the various notices received and as on 31/03/2025, none of the
lenders have conclusively declared the company and its directors/gurantors as "Wilful Defaulters". As on date
of signing these financial statements certain lenders have declared the company, directors/gurnators as wilful
defaulters, however, the said parties have approached the Hon''ble Courts and got appropriate reliefs. Further,
As a part of the OTS u/s 12A of the IBC 2016 in order to facilitate the OTS, the diretors/ promoters/ gurantors
had asked the lenders to withdraw the proceedings for "Wilful Default" and the same has been accepted by the
lenders subject to payment of amounts as per the OTS. In view of payment of entire fund based amounts as
per OTS U/s.12A, the Company is in active correspondence with the lenders to withdraw the willfull defaluter
proceedings.

20.12 During the Financial year 2022-23, Corporate Insolvency Resolution process ("CIRP") was initiated against the
company w.e.f 15th November, 2022 as per the order of the Hon''ble National Company Law Tribunal ("the
NCLT"), Hyderabad Bench. Consequently during the Financial Year 2024-25 the company has not submitted
quarterly returns/statements to its lenders.

20.13 (A) To the best of the knowledge and belief the management has not advanced or loaned or invested funds
of the Company to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall.

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by on or behalf of the company (Ultimate Beneficiaries) or

b) Provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(B) The management has not received for the company funds from any person(s) or entity(ies), including
foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that
the Company shall.

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries), or

b) Provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

d) Details of claims filed by the lenders in respect of Bank guarantees (BGs) and Corporate Guarantees,
Amount of claims filed and admitted by the Resolution Professional during the CIRP period of the
company and status of the same as on 31^st March, 2025:-

a. During the course of the CIRP, the lenders have filed claims before the resolution professional in
respect of Bank guarantees (BGs) given by the company towards Performance and Contractual
commitments despite the fact that these BGs were not invoked by the BG beneficiary / holder.
The Resolution professional has admitted the claims in respect of these BGs though the liability is
not established in this case. As the BGs were not invoked and liability is not established in respect
of these claims pertaining to BGs, the same cannot be disclosed under borrowings or loans
and hence the same is disclosed as contingent liabilities amounting to C 65,244.42 Lakhs in the
audited standalone Financial Statements for the year ending 31st March, 2025. In respect of the
above contingent liabilities the promoters of the company have submitted a One-time full & final
debt settlement (OTS) proposal with the lenders. The OTS proposal was accepted by 97.20% COC
members (lenders) and thereafter, the application filed under section 12A of the Insolvency and
Bankruptcy Code, 2016 has been approved by the Hon''ble NCLT as the Company Petition IB/308/
HDB/2022 under Section 7 is allowed to be withdrawn. Accordingly, the CIRP against the company
is also withdrawn. As per the said OTS proposal the company has to safeguard invoked Bank
guarantees given towards performance and contractual commitments

b. Details of claims filed by the lenders in respect of Corporate Guarantees given by the company and
the details as on 31^st March, 2025 are as follows:-

i. During the course of the CIRP, the lenders of the associate company have filed claims of
C 6,800.00 lakhs in respect of the corporate guarantee given by the company and the same
was admitted by the resolution professional even though the corporate guarantee was not
invoked and the liability is not established and hence the same is disclosed as a contingent
liability in the audited standalone Financial Statements for the year ended 31^st March, 2025.

ii. During the course of the CIRP, the lenders of SMTL have filed claims before the Resolution
professional for an amount of C 2,15,018.00 Lakhs which was admitted by the Resolution
professional even though the corporate guarantee was not invoked by the lenders of SMTL
and the liability is not established. However, the company as approved in its board meeting,
has given corporate guarantee for C 1,82,735.00 Lakhs only and accordingly, C 1,82,735.00
Lakhs only is disclosed as a contingent liability in the audited standalone Financial Statements
for the year ended 31^st March, 2025.

iii. During the course of the CIRP, the Lenders of IDTL have filed claims before the Resolution
Professional (RP) amounting to C 60,068.00 Lakhs which was admitted by the Resolution
professional even though the corporate guarantee was not invoked by the lenders of IDTL
and the liability is not established and hence the same is disclosed as a contingent liability in
the audited standalone Financial Statements for the year ended 31^st March, 2025.

iv. In respect of the above corporate guarantee which are disclosed as contingent liabilities
the promoters of the company have submitted One time full & final debt settlement (OTS)
proposal with the lenders including above stated CGs & BGs holders / lenders. The OTS
proposal was accepted by 97.20% COC members (lenders) and thereafter, the application
filed under section 12A of the Insolvency and Bankruptcy Code, 2016 has been approved by
the Hon''ble NCLT as the Company Petition IB/308/HDB/2022 under Section 7 is allowed to be
withdrawn. Accordingly, the CIRP against the company is also withdrawn. As per the aforesaid
OTS proposal an amount of C 500 lakhs is assigned against the above stated CGs holders and
the impact of the same shall be recognized in the financial statements during the financial
year 2025-26 or subsequent years in which the payment is made. Accordingly, in the opinion
of the management, in view of the above settlement for C 500 lakhs for CG holders which will
be accounted in subsequent years upon payment, the accounting of admitted claims as loans
/ borrowings in the books is not required in the audited standalone Financial Statements for
the year ended 31^st March, 2025.

The promoters of the company have submitted One time full & final debt settlement (OTS)
proposal in respect of the above corporate guarantees which are disclosed as contingent
liabilities, with the lenders including above stated CGs & BGs holders / lenders. The OTS
proposal was accepted by 97.20% COC members (lenders) and thereafter, the application
filed under section 12A of the Insolvency and Bankruptcy Code, 2016 has been approved by
the Hon''ble NCLT as the Company Petition IB/308/HDB/2022 under Section 7 is allowed to be
withdrawn. Accordingly, the CIRP against the company is also withdrawn. As per the aforesaid
OTS proposal, an amount of C 500 lakhs is assigned against the above stated CGs holders and
the impact of the same shall be recognized in the financial statements during the financial
year 2025-26 or subsequent years in which the payment is made. Accordingly, in the opinion
of the management, in view of the above settlement for C 500 lakhs for CG holders which will
be accounted in subsequent years upon payment, the accounting of admitted claims as loans
/ borrowings in the books is not required in the Standalone Audited Financial Statements for
the year ended 31^st March, 2025.

34.4 Disclosure pursuant to Indian Accounting Standard (Ind AS) - 19 "Employee''s Benefits":

The summarized position of post-employment benefits and long-term employee benefits recognized in the
statement of Profit & Loss and Balance Sheet as required in accordance with Indian Accounting Standard - 19
are as under: -

Employees of the Company receive benefits from a provident fund, which is a defined benefit plan. Both, the
employees and the Company make monthly contributions to the provident fund plan equal to a specified
percentage of the covered employee''s salary. The Company contributed C 61.45 Lakhs and C 92.34 Lakhs
during the years ended 31^st March, 2025 and 31^st March, 2024 respectively and the same has been recognized
in the Statement of Profit and Loss under the head employee benefit expenses.

(f) The entire present value of gratuity and leave encashment at the year-end is unfunded and hence, fair
value of assets is not furnished.

34.5 Segment Reporting

The Company''s operations predominantly consist of construction/project activities. Hence, there are no
reportable segments under Ind AS - 108. During the year under report, the Company''s business has been
carried out only in India. The conditions prevailing in India are uniform, no separate geographical disclosures
are considered necessary.

34.6 Leases

The Company has taken on lease various assets such as plant & equipment, and vehicles. Details in respect of
right of use of assets:

iii) Total cash outflow for leases amounts to C Nil (lakhs) including cash outflow of short-term and low value
leases.

iv) Company is recognizing the lease liability, lease assets and depreciation thereon as per the Indian
accounting standards.

v) As stated in Note No. 1, all lease liabilities have been settled under the OTS proposal and the impact of
the same will be accounted and recognized in the year in which payment is made to the lessors.

As the company was undergoing CIRP during the financial year 2024-25, no Deferred Tax Asset has been
recognized for the financial year as there is no enviable probability that the temporary difference will reverse
in the foreseeable future and taxable profit will be available against which the deductible temporary difference
can be utilised, based on the status of the company as on 31^st March, 2025. However, as stated in note no. 1 the
OTS proposal is accepted by the lenders during the financial year 2025-26 and the company will evaluate and
analyse the effect of deductible temporary differences arising from investments in subsidiaries, branches and
associates, and interests in joint ventures and also the impact of OTS proposal and accordingly, the company
shall make any adjustment to the DTA/DTL in the F.Y. 2025-26 or subsequent years.

34.9 The Code on Social Security, 2020 became effective from 21^st November. 2025. The Company will assess the
impact of the Code on employee benefit obligations and account for the same in F.Y. 2025-26, as applicable.

34.10 There are no amounts due and outstanding to be credited to the Investors Education & Protection Fund as on
31-03-2025 and amounts which are required to be transferred to such funds have been transferred.

For the purpose of the Company''s capital management, capital includes issued equity capital, and all other
equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability
to continue as a going concern so that they can maximize returns for the shareholders and benefits for other
stakeholders. The aim is to maintain an optimal capital structure and minimize the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions
and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may
return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted).
Consistent with other entities in the industry, the Company monitors its capital using the gearing ratio which
is net debt divided by total equity.

The Company''s activities expose to a variety of financial risks like market risk, credit risk and liquidity risks. The
Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse
effects on its financial performance.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and
other price risk, such as equity price risk. Major financial instruments affected by market risk, includes
loans and borrowings.

a. Interest rate risk

As the company had defaulted in repayment of loans/financial facilities, the interest rate risk is very
limited to the Company at present.

b. Foreign Currency Risk:

• The Company''s foreign Currency exposure details are as follows:

Credit risk is the risk that a customer or a counterparty to a financial instrument fails to perform or
pay amounts causing financial loss to the company. The maximum exposure of the financial assets is
contributed by trade receivables, investments, work-in-progress/ unbilled revenue, cash and cash
equivalents and receivables/loans from group and other companies, sub-contractor advances.

Credit risk on trade receivables, work in progress/unbilled revenue is limited as the customers of the
company mainly consist of the Government promoted entities, having strong credit worthiness. The
company takes into account ageing of accounts receivables and the company''s historical experience
of the customers and financial conditions of the customers. During the current year the company had
identified credit risk on certain financial instruments as below.

(iii) Liquidity Risk:

Liquidity Risk is defined as the risk that the Company will not be able to settle or meet its obligations
on time or at a reasonable price. For the reasons stated in Note No. 1 and on account of initiation of
CIRP against the company, the company faces liquidity risk and there is Material uncertainty about

the going concern of the company for the year ended 31.03.2025. The Company''s management and
finance department is responsible for liquidity, funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by the senior management. However, in view
of the acceptance of OTS proposal u/s 12A by the COC, the company foresees the liquidity risk as a
temporary event.

34.16 Pursuant to the introduction of the Goods and Service Tax (GST) applicable indirect taxes have got subsumed
into GST. The company has executed various Construction Contracts/projects of NHAI /other state and central
government Departments and in majority of the cases, the work orders for these contracts were issued under
the erstwhile previous tax laws and the additional impact on account of GST including the impact of change
in GST rate/change in law during the year on works contract is recognized as other receivables under "Other
Current Assets". During the previous years the company had retained certain amounts against receivables and
the balance is receivable in due course.

34.17 The Company has an investment in Gayatri Hi-tech Hotels Limited ("Investee Company") amounting to
C 19,571.95 lakhs as at 31^st March, 2025, in the form of 4% Compulsorily Convertible Cumulative Preferential
Shares ("CCCPS") which is convertible into equity shares of the investee company during the financial year
2027-28. As per the audited financials of the said investee company it has incurred substantial losses and there
is a complete erosion in net worth of the investee company. However, as per the unaudited financials of the
said investee company for the period ended as on 30^th September, 2025 and further as per the information
available with the company, the business operations of the investee company have substantially improved,
the net-worth of the investee company has turned positive and investee company is able to meet its financial
obligations independently. In view of the above and also based on the managements internal evaluations/
assessments done on the investment and also the fact that the CCCPS are convertible into equity shares of the
investee company during the financial year 2027-28 which is a long period for realization of the investment or
to analyze the actual investment value, the company has opined that no provision for diminution / impairment
for carrying value of the investment is required in the audited standalone Financial Statements for the year
ended 31^st March, 2025.

34.18 Gayatri Highways Limited, an associate company
in which the company made investments during
the previous financial years and the balance
of these investments as at 31^st March, 2025 are
C 16,770.03 Lakhs in the form of Non-Convertible
Preference Shares (''NCPS''), Equity Share Capital
investment C 1,248.00 Lakhs, subordinate
debt C 17,967.01 Lakhs and unsecured loan
C 7,858.37 lakhs. As stated in the audited financial
statements of the Associate Company, it has been
incurring operating losses during the past few
years. However, the financial statements of the
said associate company have been prepared on
a going concern basis as the promoters of the
associate company have guaranteed support to
the company and its management believes that its
investments in several road projects will generate
sufficient cash flows to support the company in
foreseeable future. As per the representations
and explanations given by the management of the
associate company till the F.Y. 2021-22, the said
associate company is holding portfolio in several
road projects and further they had stated that the
future cash flows of the said associate company
from the road projects on account of various
claims filed, annuities, Toll collections receivable,
and arbitration awards awarded will be sufficient
to repay the amounts invested/advanced to the
associate company and hence, no provision was
made in respect of NCPS investments made by the
company and unsecured loan/subordinate debt
receivable by the company from the said associate
till the year ended 31^st March, 2022.

Upon initiation of CIRP against the company as
stated in Note No. 1 above, the management
of the affairs of the Company is vested with the
Interim Resolution Professional / Resolution
Professional appointed by the Hon''ble NCLT
during the financial year 2022-23. During the
course of CIRP, the Resolution Professional (RP)
on behalf of the company had sent a demand
notice to the associate company asking them to
repay the entire unsecured loan and sub-ordinate
debt. In response to such notice, the associate
company has confirmed that the amounts due
to the company are towards preference shares
of C 16,770.03 lakhs and unsecured loans as at
31^st March, 2023, but surprisingly, the associate
company had stated that during the financial year
2022-23 it has written-off an amount of C 17,967.01

Lakhs being the subordinate debt payable to the
company citing the reason that the subordinate
debt was given by the company to the associate
company towards funding of shortfalls in two
major road projects i.e., SMTL and IDTL, and as the
said road projects owned by SMTL and IDTL have
incurred significant losses and were terminated
by NHAI and on account of this, the associate
company has incurred significant losses which
cannot be recovered in future and accordingly, the
associate company has unilaterally written off the
subordinate amount of C 17,967.01 Lakhs deeming
the same as no longer payable to the company as
there will be no surplus cash flows to the associate
company from the said road projects. As per
the information available with the company, the
resolution professional has neither responded
nor taken proper recourse to recover the sub¬
ordinate debt receivable from the said associate
company. In these circumstances, as stated in
Note No. 1 above, the One Time Debt Settlement
proposal was accepted and the management
affairs of the company are vested back with the
promoters of the company w.e.f. 16^th September,
2025. The management of the company has
corresponded with the associate company
asking the associate company to confirm on the
outstanding subordinate debt payable to the
company and in response to such letter , GHL vide
its letter dated 29^th November, 2025 has stated
that the amount are no longer payable to the
company citing the reason that the subordinate
debt was given by the company to the associate
company towards funding of shortfalls in two
major road projects i.e., SMTL and IDTL, and as the
said road projects owned by SMTL and IDTL have
incurred significant losses and were terminated
by NHAI and on account of this, the associate
company has incurred significant losses which
cannot be recovered in future. The company is
in the process of deciding the future steps to be
taken against the associate company in order to
recover its dues. As per the information made
available to the company, the associate company
may receive the claims awards in its favour and
substantial amounts from sale of investments held
by the associate company and the same shall be
utilized to repay amounts due to the company.
However, based on the prudence concept of
accounting and the fact that the subordinate
debt of C 17,967.01 Lakhs has been already being

unilaterally written off by the associate company
in the financial year 2022-23 as not payable to the
company, the management of the company has
made a provision in respect of subordinate debt of
C 17,967.01 lakhs and accordingly this provision was
disclosed as an exceptional item (Net of Expected
Credit Loss) in the Standalone Audited Financial
Statements for the year ended 31^st March, 2023. It
is further viewed that if this amount is recovered
in future years, the same shall be accounted in
the year of recovery in the books of account
and in the financial statements. Further, as on
date of these results GHL has paid an amount of
C 2,962.16 Lakhs against the unsecured loan and
accordingly, the management of the company
is of the view that remaining dues receivable in
the form of NCPS and unsecured loan are fully
recoverable and hence, no provision is required
to be made in the Audited Standalone Financial
Statements for the year ended 31^st March, 2025 for
the NCPS investments made by the company and
unsecured loan receivable by the company from
the said associate company.

34.19 During the previous financial years, in the
ordinary course of business, the Company had
given Contract Advances to a sub-contractor
which on mutual consent was converted into
an interest-bearing inter-corporate loan. The
said Inter corporate loan of C 8,849.39 Lakhs
and interest thereon of C 25,555.00 Lakhs is
pending for recovery as at 31^st March, 2025. The
recovery of this loan along with interest thereon
is delayed due to extraneous reasons like changes
in government policies, delays in execution of
projects, etc. In the preceding financial years, the
company had recovered considerable amounts
from the said sub-contractor against the loan and
the same was adjusted to the principal amount of
the Inter corporate loan (ICL). In order to expedite
the recovery of the balance amounts during the
preceding Financial Years, the said sub-contractor
had given an undertaking to the company,
wherein they had agreed to assign proceeds from
sale of immovable properties to the company for
repayment of the Intercorporate loan and interest
thereon. During the F.Y. 2023-24 and the current
financial year i.e. 2024-25, the Sub-contractor
had based on the aforesaid undertaking paid an
cumulative amount of C 9,826.75 Lakhs and the
same was adjusted against the principal amount
of the loan. During the current financial year, the

Inter Corporate Loan along with interest thereon
was due for payment as per the terms of the ICL
agreement. However, as the company was under
CIRP no steps were taken to renew/extend the
loan agreement neither were any steps taking
during the year to recover the balance amounts
due. In these circumstances as stated in Note
No.1 above, the OTS proposal was accepted
and the management affairs of the company
are vested back with the promoters with effect
from 16th September, 2025. The management
of the company has corresponded with the sub¬
contractor for recovery of the balance amount
due and is hopeful of a positive outcome in
the best interest of the company and pending
outcome of the same the management of the
company is of the view that no interest income
shall be accounted during the year on the ICL.
In view of the above, given the fact that the said
sub-contractor has paid an cumulative amount
of C 9,826.75 Lakhs to the company during the
F.Y. 2023-24 & 2024-25 against its dues. The
management of the company is of the view that
no provision for the same is required to be made
in the Audited Standalone Financial Statements
for the year ended 31^st March, 2025.

34.20 One of the subsidiaries of the associate company
(hereinafter called as "concessionaire company"
or Sai Matarani Tollways Limited "SMTL"), which
has been awarded a Build-Operate-Transfer
(BOT) work for the construction of Four Laning
of Panikoili-Rimuli section of NH-215 Road. The
company has an EPC receivable of C 23,715.65 Lakhs
from M/s. Sai Matarani Tollways Limited "SMTL" as
at 31^th March, 2025. Additionally, the company had
given an irrevocable and unconditional Corporate
Guarantee of C 1,82,735.00 Lakhs to the lenders of
SMTL. SMTL had given termination notice to the
National Highways Authority of India (NHAI) due
to irreparable loss of toll revenue from the road
project and requested for termination payment
of C 2,29,667.00 Lakhs. Apart from the above-said
termination payment, it had filed claims including
EPC claims with the NHAI under Concessionaire''s
right to recover losses/ damages from the
Authority on account of material default of the
Authority. SMTL Road Project was terminated by
the NHAI on 28^th January, 2020 and toll collection
rights were handed over to the NHAI from 30^th
January, 2020. SMTL had requested the NHAI
for referring the disputes such as Termination

Payment and Claims to the Conciliation
Committee of Independent Experts ("CCIE") as per
NHAI policy. The CCIE has suggested that there
should be a give and take policy for both parties
SMTL and accordingly, the termination payment
was finalized to C 79,650.00 Lakhs by NHAI. SMTL
has requested its lenders to accept the above¬
said payment of C 79,650.00 Lakhs towards full
and final settlement of all existing past and future
dues etc. Upon acceptance of the above stated
proposal, the said lenders shall waive all future
claims against SMTL and its guarantors including
corporate guarantor i.e., Gayatri Projects Limited
and drop all legal proceedings. In addition to
above termination payment finalized by NHAI
which will be utilized for payment of lenders dues,
SMTL had filed EPC claims before NHAI and the
amount of claim is C 974.49 crores as per initial
assessment before CCIE. The management of the
SMTL was confident of getting claims from NHAI
and assured to repay entire dues to the company
till 31/03/2022. In these circumstances, during the
Financial year 2022-23, the management of the
company had informed its board that as a part of
SMTL settlement with its lenders and for release
of Corporate guarantee given by the company to
the lenders of SMTL, the company was directed
to waive its EPC receivable of C 23,715.65 Lakhs
from SMTL which was considered by the board of
the company in its board meeting but the same
was subject to approval of the consortium of
the lenders of the Company. Subsequently, CIRP
proceedings were initiated against the company
and during the CIRP, the resolution professional of
the company had written a letter to SMTL asking
them to pay the EPC dues immediately. In response
to the letter, SMTL had responded stating that
there were shortfalls in the EPC executed by
the company which all led to termination of Toll
project by NHAI and the same had ultimately
caused huge loss the SMTL and accordingly SMTL
had stated that the amounts are no longer payable
and had written off the same during the financial
year 2022-23. As per the information available
with the company, the RP has neither responded
to the letter received from SMTL nor taken
proper recourse to recover the EPC receivable
from SMTL. Subsequently, as per the information
available with the company during the F.Y. 2022¬
23, based on the settlement agreement between
NHAI and SMTL, the EPC claim amount receivable

from NHAI was settled to C 171.53 crores as against
initial claim assessment before CCIE of C 974.49
crores and further, this claim amount of C 171.53
crores was recovered /adjusted by the lenders
of SMTL over and above the agreed settlement
amount of C 79,650.00 Lakhs. Subsequently, SMTL
was admitted into CIRP as per the application filed
by its lenders before the Hon''ble NCLT. In view of
the above matters, during the financial year 2022¬
23 the company has made a full provision for bad
and doubtful debts against the EPC receivable and
during the current financial year 2024-25 in the
quarter ended 31^st March, 2025 the company has
written off the entire EPC receivable from SMTL.
However, no provision is required to be made
in respect of corporate guarantee given by the
company to the lenders of SMTL for the detailed
reasons explained in Note No. 34.1b above.

34.21 An amount of C 3,620.49 Lakhs was receivable
from M/s Western UP Tollways Limited (''Erstwhile
Associate Company or WUTPL'') operating Meerut
and Muzaffarnagar Section of NH-58 Road on
BOT basis against the EPC works executed by
the company during the previous years and the
amounts were to be recovered out of claims
amounts received by the erstwhile associate
company from NHAI. During the previous financial
years, the Arbitration Tribunal has pronounced
arbitration award of C 12,443.03 Lakhs which
includes interest thereon of C 6,405.00 Lakhs and
extension of concession period by 348 days. In
order to avoid future disputes and litigations in
higher courts, at the request of the M/s. Western
UP Tollways Limited, the above awarded claims
and the termination payment have been referred
to the Conciliation Committee of Independent
Experts ("CCIE") as per NHAI policy. During the
course of CIRP of the company, the CCIE has
arrived a final settlement amount of C 9,850.00
Lakhs and the same was accepted by the company
for which the Resolution Professional on behalf
of the company has entered into a settlement
agreement with NHAI, GHL, and WUPTL, wherein
the Resolution Professional of the company had
accepted an amount of C 1,133.08 Lakhs, as full
and final settlement against its receivables and
the same was paid by NHAI on 27/08/2024 during
the course of CIRP. Accordingly, the management
of the company has written of the balance
EPC receivable of C 2,487.40 Lakhs during the

current financial year and the same is disclosed
as an exceptional item in the audited standalone
Financial Statements.

34.22 The Advances to Suppliers, Sub-contractors and
others as at 31^st March, 2025, includes an amount
of C 14,722.65 Lakhs given to one sub- contractor
in the normal course of business during previous
years. The recovery of this advance is delayed due
to certain extraneous factors not attributable to
the sub-contractor. During the previous financial
years, the company had recovered C 18,000.00
Lakhs from the sub-contractor. However, for the
conditions stated in note no. 34.25 below and the
company got admitted into CIRP, the contract
works awarded to the company got transferred or
cancelled by the contractees and in this process,
the works awarded to the company which were
allotted to this sub-contractor also got cancelled
and due to the same the company anticipates a
delay in recovery of amounts from the said sub¬
contractor. In view of the delayed recovery, in
order to comply with the Accounting Standards
requirement, the company has till date provided
an expected credit loss of C 6,580.92 Lakhs. The
management of the company is in the process
of corresponding with the sub-contractor and
evaluating the effect of cancellation of work the
company and sub-contractor and analyzing the
possibility to make claims in this regard in order to
recover the dues at the earliest in the best interest
of the business operations of the company.

34.23 Gayatri Energy Ventures Private Limited (GEVPL),
a wholly owned subsidiary company incorporated
for the purpose of investment in power projects,
in which the Company had invested Equity Share
Capital of C 63,983.28 Lakhs and also funded
as and when required in the form of unsecured
loan, the balance loan as at 31st March, 2025 is
C 3,691.53 Lakhs (including BG encashment of
C 2,421.00 Lakhs). During the previous financial
year, the bank guarantee given by the company
in favour of western Coalfields Limited (WCL) for
C 2,421.00 Lakhs on behalf of Jinbhuvish Power
Generation Private Limited (JPGPL) was arbitrarily,
illegally invoked and en-cashed by WCL. As
against this illegal encashment of the bank
guarantee, the company has taken necessary
legal recourse against WCL at the appropriate
Hon''ble Court which is pending for disposal.
The company is confident of recovering this BG

amounts based on legal opinion and merits of
the matter. During the previous financial years,
the subsidiary company has incurred a loss of
C 7,204.35 Lakhs, on account of impairments of its
assets/receivables. Additionally, the step-down
subsidiary of the company i.e. Bhandara Thermal
Power corporation limited (BTPCL) has received
SARFARESI notices from the lenders of GPL as the
land held by BTPCL was given as a collateral for
the loans taken by GPL and as per the information
available with the company, during the financial
year 2025-26, the said lenders have sold the land
and recovered dues of GPL. During the current
financial year 2024-25, the subsidiary company
has received the earnouts amount of C 19,103.43
Lakhs due to occurrence of liquidity event in SEIL
Energy India Limited (SEIL) pursuant to the "Share
Purchase Agreement" entered for the sale of the
Investment. In view of the above, the management
of the company is of the opinion that the company
shall recover the BG amount en-cashed by WCL
and the earn out amounts received from SEIL
are sufficient to cover the erosion in net-worth
of GEVPL and accordingly, no impairment on its
investment made in GEVPL is required to be made
in audited standalone Financial Statements for the
year ended 31^st March, 2025.

34.24The recovery of work and other advances and
receivables from one sub-contractor amounting
to C 7,483.05 Lakhs as at 31^st March, 2025 got
delayed due to mis-match in cash flows of the
sub-contractor and non-extension of adequate
financial facilities. During the previous financial
years, the said sub-contractor had arranged a
payment of C 2,452.80 Lakhs, to the lenders of
the company, and accordingly the management
is confident of recovery of the balances amounts
and is of the opinion that no provision is required
to be made in the audited Standalone Financial
Statements for the year ended 31^st March, 2025.

34.25 Due to changes in business conditions on account
of the Covid-19 pandemic, there has been delay
in recovery of Trade Receivables from various
parties including state governments, central
government, NHAI, increase in materials cost and
increase in cost of services, non-availability of
adequate working capital to execute the contract
works on hand, non-awarding of fresh contract
works due to lenders reluctant to provide bank
guarantee or other facilities, etc., have severely

affected the business operations and billing cycle
(raising of RA bills on the contractors) of the
company which have resulted that the Company
defaulted in repayment of dues to its lenders
and devolvement of significant Non-Fund based
facilities and most of the lenders have recalled
their financial facilities extended to the company.
The loans and other facilities sanctioned to the
company have been classified by the lenders as
Non-Performing Assets (NPA) and the interest/
finance cost on financial liabilities up to the period
of initiation of CIRP has been recognized on the
basis of the loan/credit facilities sanction letters
and other documents available with the company.
In these circumstances, forensic audit on the
accounts of the company has been initiated and
completed as per the directions of the lenders and
the management of the company has submitted
detailed replies to the observations made in the
said forensic audit report. Without considering
the submissions made by the company, certain
lenders have taken unilateral decisions which have
affected the business operations of the company.
As aggrieved with the unilateral decisions, the
management / company has approached Hon''ble
courts and got appropriate reliefs. As stated in
Note No. 1, the Corporate Insolvency Resolution
process ("CIRP") has been initiated against the
company w.e.f. 15^th November, 2022 as per the
order of the Hon''ble National Company Law
Tribunal ("the NCLT"), Hyderabad Bench vide its
Order dated 15^th November, 2022. As stated in
Note No. 1, the promoters of the company have
submitted One time full & final debt settlement
proposal with the lenders of the company which
was accepted by 97.20% COC members (lenders).
Thereafter, the application filed under section 12A
of the Insolvency and Bankruptcy Code, 2016 has
been approved by the Hon''ble NCLT vide its order
dated 10th September, 2025 as 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
company has paid the entire fund-based amount
as stated in the approved 12A plan as on the date
of these audited standalone Financial Statements.

34.26 The Cabinet Committee on Economic Affairs
(CCEA) vide its "measure to revive construction
sector - reg" had approved partial (75%)
interim payment of challenged arbitral awards

by the Government entities to contractors/
concessionaires against a bank guarantee.
Pursuant to such measures announced, the
company had received a sum of C 21,044.83 lakhs
as partial (75%) interim payment towards an
arbitration amount and the amount so received
during the previous financial years has been
reduced from the outstanding claims receivables
disclosed in other current assets.

34.27 During the previous year, the company has
assigned some of its contract works on back-to-
back basis to sub-contractors / other contractors
as the company is unable to achieve the work
progress targets due to working capital issue
and non-availability of funds for the detailed
reasons stated in note no. 34.25. The assignment
of these contract works to sub-contractors /
other contractors is done in the

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Mar 31, 2024

2.12 Provisions, Contingent Liabilities and
Contingent Assets

Provisions involving substantial degree of
estimation in measurement are recognized when
there is a present obligation as a result of past
events and it is probable that there will be an
outflow of resources to settle the obligation in
respect of which reliable estimate can be made as
on the balance sheet date.

Contingent Liabilities are present obligations
arising from a past event, when it is not probable /
probability is remote that an outflow of resources
will be required to settle the obligation and they
are not recognized but are disclosed in the notes.

Contingent Assets are neither recognized nor
disclosed in the financial statements except
where it has become virtually certain that an
inflow of economic benefit will arise, the asset
and the related income are recognized in financial
statements of the period in which the change
occurs Provisions for Contingent Liabilities and
Contingent Assets are reviewed at the end of
Balance Sheet date.

2.13 Foreign Currency Transactions and Translation

The reporting currency of the company is Indian
Rupee. Foreign Currency Transactions are
translated at the functional currency spot rates
prevailing on the date of transactions.

Monetary assets and current liabilities related
to foreign currency transactions remaining
unsettled are translated at the functional currency
spot rates prevailing on the balance sheet date.
The difference in translation of monetary assets

and liabilities and realized gains and losses on
foreign exchange transactions are recognized in
the Statement of Profit and Loss.

Non-monetary foreign currency items are carried
at historical cost denominated in a foreign
currency are reported using the exchange rate at
the date of the transaction.

2.14 Employee Benefits

Payments to Defined Contribution schemes are
charged as an expense as they fall due. Company''s
contribution to provident fund in respect of
certain employees is made to a government
administrated fund and charged as an expense to
the Statement of Profit and Loss.

Liability for employee benefits, both short and
long term, for present and past service which
are due as per the terms of employment are
recorded in accordance with Indian Accounting
Standard 19 "Employee Benefits" issued by the
Companies (Accounting Standard) Rules, 2015. Re¬
measurement gains /losses on post-employment
defined benefits comprising gains/ losses is
reflected immediately in the balance sheet with a
charge or credit to other comprehensive income
in the period in which it arises.

i) Gratuity

In accordance with the Payment of Gratuity
Act, 1972 the Company provides for Gratuity
covering eligible employees. The liability on
account of Gratuity is provided on the basis
of valuation of the liability by an independent
actuary as at the year end.

ii) Provident Fund

In accordance with applicable local laws,
eligible employees of the Company are
entitled to receive benefits under the
provident fund, a defined contribution plan
to which both the employee and employer
contributes monthly at a determined rate
(currently up to 12% of an employee''s
salary). These contributions are either made
to the respective Regional Provident Fund
Commissioner, or the Central Provident
Fund under the State Pension Scheme, and
are recognized as expenses incurred.

iii) Compensated Absences

The employees are entitled to accumulate

leave subject to certain limits, for future
encashment and availment, as per the policy
of the Company.

The liability towards such unutilized leave
as at the end of each balance sheet date is
determined based on independent actuarial
valuation and recognized in the Statement
of Profit and Loss.

2.15 Deferred Revenue Expenditure

Projects and other related expenditure incurred
up to 31^st March, 2024, the benefit of which is
spread over more than one year is accounted
as Project Promotion Expenses grouped under
Other Advances and is amortized over the period
in which benefits would be derived.

2.16 Leases

Assets taken on lease are accounted as right-of-
use assets and the corresponding lease liability
is accounted at the lease commencement date.
Initially the right-of-use asset is measured at cost
which comprises the initial amount of the lease
liability adjusted for any lease payments made at
or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it
is located, less any lease incentives received.

The lease liability is initially measured at the
present value of the lease payments, discounted
using the Company''s incremental borrowing
rate. It is re-measured when there is a change in
future lease payments arising from a change in
an index or a rate, or a change in the estimate of
the guaranteed residual value, or a change in the
assessment of purchase, extension or termination
option. When the lease liability is re-measured in
this way, a corresponding adjustment is made to
the carrying amount of the right of-use asset, or
is recorded in the Statement of Profit and Loss if
the carrying amount of the right-of-use asset has
been reduced to zero.

The right-of-use asset is measured by applying
cost model i.e., right-of-use asset at cost less
accumulated depreciation and cumulative
impairment, if any. The right-of-use asset is
depreciated using the straight-line method
from the commencement date to the end of the
lease term or useful life of the underlying asset

whichever is earlier. Carrying amount of lease
liability is increased by interest on lease liability
and reduced by lease payments made.

Lease payments associated with following leases
are recognised as expense on straight-line basis:

(i) Low value leases; and

(ii) Leases which are short-term.

2.17 Earnings per Share (EPS)

In arriving at the EPS, the Company''s Net Profit
After Tax, is divided by the weighted average
number of equity shares outstanding. The EPS
thus arrived at is known as ''Basic EPS''. To arrive at
the diluted EPS, the net profit after tax, referred
above, is divided by the weighted average number
of equity shares, as computed above and the
weighted average number of equity share that
could have been issued on conversion of shares
having potential dilutive effect subject to the
terms of issue of those potential shares. The
date(s) of issue of such potential shares determine
the amount of the weighted average number of
potential equity shares.

2.18 Taxation

i) Current Tax

Provision for Current tax is made based on
the liability computed in accordance with
the relevant tax rates and provisions of
Income Tax Act, 1961 as at the balance sheet
date and any adjustments to taxes in respect
of the previous years, penalties if any related
to income tax are included in the current tax
expense.

ii) Deferred Taxes

Deferred Tax is the tax expected to be
payable or recoverable on differences
between the carrying amount of the assets
and liabilities for financial reporting purpose
and the corresponding tax bases used in
computation of taxable profit. Deferred tax
assets are recognized and carried forward
only to the extent that there is a reasonable
certainty that sufficient future taxable
income will be available against which such
Deferred Tax Assets can be realized.

Current and deferred tax is recognized
in profit or loss, except to the extent that

it related to items recognized in other
comprehensive income or directly in equity.
In this case, the tax is also recognized in
other comprehensive income or directly in
equity, respectively.

2.19 Commitments

Commitments are future liabilities for contractual
expenditure.

Commitments are classified and disclosed as
follows:

a. Estimated amount of contracts remaining
to be executed on capital account and not
provided for;

b. Uncalled liability on shares and other
investments partly paid;

c. Funding related commitment to subsidiary,
associate and joint venture companies and

d. Other non-cancellable commitments, if any,
to the extent they are considered material
and relevant in the opinion of management.

Other commitments related to sales/
procurements made in the normal course of
business are not disclosed to avoid excessive
details.

2.20 Operating cycle for current and non-current
classification

Operating cycle for the business activities of the
Company covers the duration of the specific
project/contract including the defect liability
period, wherever applicable and extends up to
the realization of receivables (including retention
monies) within the agreed credit period normally
applicable to the respective lines of business.

2.21 Statement of Cash Flows

Statement of Cash Flows is prepared segregating
the cash flows from operating, investing and

financing activities. Cash flow from operating
activities is reported using indirect method. Under
the indirect method, the net profit is adjusted for
the effects of:

i. transactions of a non-cash nature;

ii. any deferrals or accruals of past or future
operating cash receipts or payments;

iii. items of income or expense associated from
investing or financing cash flows; and

Cash and cash equivalents (including
bank balances) are reflected as such in the
Statement of Cash Flows.

2.22 Exceptional Items:

Items of income and expenditure within profit
and loss from such activities other than ordinary
business activities which are of such size, nature
or incidence that their disclosure is relevant to
explain the performance of the enterprise for the
period, the nature and amount of such items are
disclosed separately as Exceptional Items.

2.23 Borrowing Cost

Borrowing costs net of any investment income
from the temporary investment of related
borrowings, that are attributable to the acquisition
or construction of a qualifying asset are capitalized
as part of cost of such asset till such time the asset
is ready for its intended use or sale. A qualifying
asset is an asset that necessarily requires a
substantial period of time to get ready for its
intended use or sale. All other borrowing costs
are charged to the Statement of Profit and Loss in
the period in which they are incurred. Borrowing
costs include interest expense calculated using
the effective interest method, finance charges in
respect of assets acquired on finance lease and
exchange differences arising on foreign currency
borrowings to the extent they are regarded as an
adjustment to interest costs.

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Mar 31, 2018

1. Corporate Information

Gayatri Projects Limited (“GPL”, “the Company”) is one of the largest infrastructure company executing works in several high growth sectors within the infrastructure space such as Roads, Irrigation, Rail, Airports Development, Power, Mining and Industrial works.

The Company is a public limited Company which is listed on two recognized stock exchanges in India. The registered office of the Company is located at B1, 6-31090, TSR Towers, Rajbhawan Road, Somajiguda, Hyderabad 500 082.

2.1 Of these, 16,96,248 Equity shares of Gayatri Energy Ventures Pvt. Ltd. (GEVPL) have been pledged to Catalyst Trusteeship Limited for the loan availed by the GEVPL and 48,27,482 Equity shares have been pledged to IDBI Trusteeship Limited for the loan availed by the company.

2.2 25,500 Equity shares of Bhandara Thermal Power Corporation Limited have been pledged to IL & FS is yet to be released by the IL & FS as the loan is repaid by the step-down subsidiary company.

2.3 All the Preference Shares held by the Company in Gayatri Hitech Hotels Ltd have been pledged to the consortium of the lenders of the company.

2.4 9% Non-convertible redeemable preference shares of M/s. Gayatri Hitech Hotels Ltd (GHHL) has been converted into 4% Compulsory convertible Cumulative Preference Shares (“CCCPS”). Further 3 bonus shares for every one CCCPS have been issued by GHHL during the year and the Company has sold 1,57,12,204 no. of CCCPS for a consideration of Rs.3,928.05 Lakhs

2.5 All the Equity Shares held by the company in Gayatri Sugars Limited have been pledged to the consortium of the lenders of the Company.

3 (a) Terms / Rights, Preferences and restrictions attached to Equity Shares:

The company has only one class of shares referred to as equity shares having a par value of Rs.2/-. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3 (b) The company has raised an amount of Rs.200 crores by issuing 99,46,785 nos. Equity Shares of Rs.2/- each at a premium of Rs.199.07 through Qualified Institutional Placement.

3 (c) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

3 (d) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates: Nil

3 (e) Details of shares held by each shareholder holding more than 5% shares:

4.1 Equipment Loans

The Equipment loans are secured by hypothecation of specific equipments acquired out of the said loans and all these loans are guaranteed by directors. The rate of interest on these loans varies between 11% to 15%.

4.2 Term loans

The secured term loans are secured by hypothecation of construction equipments not specifically charged to other banks, immovable properties of group companies and personal guarantees of the promoter Directors. The rate of interest various between 11% to 13% with an average yield of 12.04% p.a.

4.3 External Commercial Borrowing:

Details of External Commercial Borrowings

The Company availed Foreign Currency Loan of USD $ 24.42 million from an Indian Scheduled Bank to meet a part of funds requirement towards redemption of outstanding FCCBs. The ECB loan is repayable in 24 quarterly installments commencing from October 2013 with rate of interest at 3 months USD LIBOR 500bps.

Nature of Security

(i) Equitable mortgage of immovable property of 600 acres in the name of step down subsidiary company.

(ii) Pledge of unencumbered equity shares of promoters in Gayatri Projects Ltd.

(iii) Personal guarantee of two promoter directors.

4.4 Vehicle Loans:

The Vehicle loans availed are secured by hypothecation of specific vehicles purchased out of the said loans. The vehicle loans carry interest rate between 11% to 15% p.a.

4.5 The unsecured loans from directors represents the dividend amount brought back by the promoter directors in compliance with the terms and conditions stipulated by the Lenders.

4.6 Current Maturities of long term borrowings have been disclosed under the head “Other Current Liabilities” (Refer Note - 20).

4.7 Interest amount of Rs.1,045.58 Lakhs for the month of March, 2018 debited on 31.03.2018 is due as on Balance Sheet date.

Nature of Security and Terms of Repayment

5.1 Working Capital Facilities (Secured)

The working capital facilities from the consortium of Banks are secured by:

- Hypothecation against first charge on stocks, book debts and other current assets of the Company both present and future ranking paripassu with consortium banks.

- Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking paripassu with consortium banks.

- Equitable mortgage of properties belonging to promoters, directors, group companies.

- Personal guarantee of promoter directors, group companies/firms and relatives.

Period and amount of interest due as on balance sheet date:

- Interest amount of Rs.878.72 Lakhs for the month of March, 2018 debited on 31.03.2018 is due as on Balance Sheet date.

6. Other Notes forming part of the Financial Statements

6.1 Leases

Disclosure under Indian Accounting Standard - 17 “Leases”, issued by the Institute of Chartered Accountants of India.

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as operating leases. Lease rentals under operating leases are recognized in the statement of profit and loss on a straight-line basis. The Company has taken various godown/office premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between 11 months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in the Statement of Profit and Loss under Rent, Rates and Taxes.

Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalized at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognized for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

The Company has taken vehicles on financial lease from banks / Financial Institutions. The details of contractual payments under the agreement are as follows:

6.2 Impairment of Non-Financial Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the Ind AS 36 on “Impairment of Non Financial Assets”. The recoverable amount of building, plant and machinery and computers has been determined on the basis of ‘Value in use’ method.

6.3 Disclosure pursuant to Indian Accounting Standard (Ind AS) - 19 “Employee’s Benefits”:

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the statement of Profit & Loss and Balance Sheet as required in accordance with Indian Accounting Standard - 19 issued by the Institute of Chartered Accountants of India are as under:-

6.4 Segment Reporting

The Company’s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Ind AS - 108. During the year under report, the Company’s business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

6.5 Dues to Micro and Small Enterprises:

On the basis of information available with the Company, there are no dues outstanding for more than 45 days to Small Scale Industrial Undertaking (SSI). The Company has not received any intimation from “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year-end together with interest paid/payable as required under the said Act have not been given.

6.7 There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 31-03-2018 and amounts which are required to be transferred to such funds have been transferred.

6.8 Disclosure pursuant to Indian Accounting Standard - 11 “Construction Contracts”

Income is recognized on fixed price construction contracts in accordance with the percentage completion basis, which necessarily involve technical estimates of the percentage of completion, and costs to completion, of each contract / activity, on the basis of which profits and losses are accounted. Such estimates, made by the Company and certified to the Auditors have been relied upon by them, as these are of technical nature.

6.9 Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximize returns for the shareholders and benefits for other stake holders. The aim is to maintain an optimal capital structure and minimize the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with other entities in the industry, the Company monitors its capital using the gearing ratio which is net debt divided by total equity.

6.10 Financial Instruments:

A. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of the reporting period.

Financial Instruments by category.

Financial Assets and Financial Liabilities are the categories of Financial Instruments.

B. Fair value hierarchy

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or Liability.

6.11 Financial risk management objectives and policies

The Company’s activities expose it to a variety of financial risks like market risk, credit risk and liquidity risks. The Company’s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Major financial instruments affected by market risk, includes loans and borrowings.

a. Interest rate risk

Majority of the Non-current (Long Term) borrowings of the Company bear fixed interest rate, thus interest rate risk is limited for the Company.

b. Foreign Currency Risk:

The Company’s foreign Currency exposure i.e External Commercial Borrowings in US$ is completely hedged and the details are as follows:

c. Equity Price Risks:

Majority of the Company’s investments are made into non-listed equity securities. The Company’s exposure into listed equity investments is very limited and the fair value of listed securities as at 31st March, 2018 was Rs.113.25 Lakhs. Since the exposure into listed equity investments are very limited, the changes of equity securities price would not have a material effect on the profit or loss of the Company.

(ii) Credit risk management

Credit risk refers to the risk of default in its obligation by the counter party resulting in a financial loss. The maximum exposure of the financial assets is contributed by trade receivables, work-in-progress/ unbilled revenue, cash and cash equivalents and receivables from group companies.

Credit risk on trade receivables, work in progress/unbilled revenue is limited as the customers of the company mainly consist of the Government promoted entities, having strong credit worthiness. The company takes into account ageing of accounts receivables and the company’s historical experience of the customers and financial conditions of the customers.

(iii) Liquidity Risk:

Liquidity Risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s management and finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by the senior management.

6.12 Pursuant to the introduction of the Goods and Service Tax (GST) w.e.f 1st July, 2017 all indirect taxes have got subsumed into GST. During the year, the company has executed various Construction Contracts/projects of NHAI /other state and central government Departments and in majority of the cases, the work orders for these contracts were issued under the erstwhile previous tax laws. The aforesaid government agencies/depts. are in the process of adopting a uniform billing system/policy for reimbursement of any additional burden on account of GST to the contractors. During the year, one of the government departments namely NHAI has issued a circular vide No NHAI/F&A/GST-2017-18/SM dated 04/10/2017, whereby it had agreed to reimburse the additional GST burden if any on the contracts, the company had filled the requisite documents before the NHAI for reimbursement of GST. The company has recognized impact of GST amount under other Current Assets as receivable.

6.13 The Company has earlier given interest bearing Inter-Corporate Deposits (ICDs) to non-related parties. Though the recovery of these ICDs is delayed during previous years, the company has recovered considerable amounts during the current year and the management is confident of recovering the balance amount in due course. In view of this, no provision for the same is required to be made during the year.

6.14 In the ordinary course of business, the Company has given advances to sub-contractors grouped under other current assets and the recovery of some of these advances got delayed due to reason that the corresponding contract works is yet to commence. In the opinion of the management, the said works for which advances are given have not commenced due to certain extraneous factors and delay is not attributed to sub-contractor default/failure. In view of this, the management is confident to commence the works in near future and recover the advances from the sub-contractors. Therefore, the advances are considered as good and recoverable and hence no provision is made.

6.15 M/s. Sai Maatarani Tollways Limited (erstwhile 100% subsidiary company), is a special Purpose Vehicle (SPV) incorporated for the purpose of execution of the project “Four Laning of Panikoili-Rimuli section of NH-215. An amount of Rs.224.94 crores as on 31.03.2018 is receivable from the said subsidiary company on account of additional cost incurred on the project in respect of EPC works executed by the company which is suitably considered by the said subsidiary company and requested the NHAI for additional financial support and as informed to the company, the proposal for additional financial support is reviewed and considered by the NHAI and hence, in the opinion of the management no provision is required to be provided in the books of accounts in respect of receivables amount and other amounts.

6.16 Disclosure pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of loans and advances in the nature of loans

6.17 Previous year figures are regrouped / reclassified to match with the current year presentation.

6.18 All amounts are rounded off to nearest Lakhs.

---

Mar 31, 2017

1 Equipment Loans

The Equipment loans are secured by hypothecation of specific equipments acquired out of the said loans and all these loans are guaranteed by directors. The rate of interest on these loans varies between II% to I5%.

2 Term loans

The secured term loans are secured by hypothecation of construction equipments not specifically charged to other banks, immovable properties of group companies and personal guarantees of the promoters. The rate of interest various between II% to 13% with an average yield of 12.04% p.a.

3 External Commercial Borrowing:

Details of External Commercial Borrowings

The Company availed Foreign Currency Loan of USD $ 24.42 million from an Indian Scheduled Bank to meet a part of funds requirement towards redemption of outstanding FCCBs. The ECB loan is repayable in 24 quarterly installments commencing from October 2013 with rate of interest at 3 months USD LIBOR 500bps.

Nature of Security

(i) Equitable mortgage of immovable property of 600 acres in the name of step down subsidiary company.

(ii) Pledge of unencumbered equity shares of promoters in Gayatri Projects Ltd.

(iii) Personal guarantee of the two promoter directors.

4 Vehicle Loans:

The Vehicle loans availed are secured by hypothecation of specific vehicles purchased out of the said loans. The vehicle loans carry interest rate between II% to I5% p.a.

5 The promoters have brought back the dividend amount of '' 336.60 Lakhs (as at 3Ist March 20I6 '' I52.I0 Lakhs) as unsecured loan in compliance with the terms and conditions stipulated by Lenders for distribution of dividend to share holders.

6 Current Maturities of long term borrowings have been disclosed under the head “Other Financial Liabilities” (Refer Note 22).

7 Interest amount of ''7.29 crores for the month of March, 20I7 debited on 3I.03.20I7 is due as on in Balance Sheet date.

Nature of Security and Terms of Repayment -

8 Working Capital Facilities (Secured)

The working capital facilities from the consortium of Banks are secured by:

- Hypothecation against first charge on stocks, book debts and other current assets of the Company both present and future ranking paripassu with consortium banks.

- Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking paripassu with consortium banks.

- Equitable mortgage of properties belonging to promoters, directors, group companies.

- Personal guarantee of promoter directors, group companies/firms and relatives.

Period and amount of interest due as on balance sheet date:

- Interest amount of ''8.09 crores for the month of March, 20I7 debited on 3I.03.20I7 is due as on Balance Sheet date.

9. OTHER NOTES FORMING PART OF THE FINANCIAL STATEMENTS

10. Leases

Disclosure under Indian Accounting Standard - 17 “Leases”, issued by the Institute of Chartered Accountants of India.

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as operating leases. Lease rentals under operating leases are recognized in the statement of profit and loss on a straight-line basis. The Company has taken various residential/ godown/office premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between I I months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in the Statement of Profit and Loss under Rent, Rates and Taxes.

Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalized at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognized for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

* Some of the contractures /employer have made claims against company for which the company has preferred appeal and in the opinion of the management the award will be in favour of the company. Therefore the said claims have not been provided.

11.Related Party Transactions pursuant to Indian Accounting Standard(Ind AS)-24 Details of related parties:

Subsidiary Companies Step-down Subsidiary Companies

Gayatri Energy Ventures Pvt. Ltd Bhandara Thermal Power Corporation Ltd

Associate Companies and companies in Key Management Personnel and their Relatives which the Company has substantial Interest.

Gayatri Lalitpur Roadways Ltd Mr. TVSandeep Kumar Reddy (Refer Below Note (ii)).

Gayatri-Jhansi Roadways Ltd Mr. J. Brij Mohan Reddy Refer Below Note (ii)).

Sai Matarani Tollways Limited Mrs. Indira T Subbarami Reddy (Refer Below Note (iii))

Gayatri Domicile Private Limited Mr. T. Rajiv Reddy (Refer Below Note (iv))

Hyderabad Expressways Limited Mr. T. Anirudh Reddy

Cyberabad Expressways Limited Mr. P. Sreedhar Babu (CFO)

Western UP Tollway Limited Mrs. I.VLakshmi (CS & CO)

HKR Roadways Limited Balaji Highways Holding Limited Indore Dewas Tollways Limited

Entities in which KMP or their relatives are Joint Ventures interested

Deep Corporation Pvt. Ltd Gayatri- RNS Joint Venture

Indira Constructions Pvt. Ltd IJM Gayatri Joint Venture

Gayatri Tissue & Papers Ltd Gayatri Ranjit Joint Venture

Gayatri Sugars Ltd Gayatri - GDC Joint Venture

Gayatri Hi-Tech Hotels Ltd Gayatri - BCBPPL Joint Venture

Gayatri Property Ventures Pvt. Ltd. Jaiprakash Gayatri Joint Venture

Gayatri Hotels & Theaters Pvt. Ltd Gayatri ECI Joint Venture

GSR Ventures Pvt. Ltd. Maytas-Gayatri Joint Venture

TVSandeep Kumar Reddy & Others Gayatri - Ratna Joint Venture

Gayatri Bio-Organics Limited MEIL-GAYATRI-ZVS-ITT Consortium

T. Subbarami Reddy Foundation Gayatri-SPL Joint Venture

Dr.T.Subbarami Reddy (HUF) Gayatri-JMC Joint Venture

Balaji Charitable Trust Viswanath - Gayatri Joint Venture

TSR Lalitakala Parishad GPL-RKTCPL Joint Venture

Invento Labs Private Limited Vishwa-Gayatri Joint Venture

Gayatri-RNS-SIPL Joint Venture SOJITZ-LNT-GAYATRI Joint Venture Gayatri PTPS Joint Venture

(i) Gayatri Infra Ventures Limited ceased to be a subsidiary w.e.f. 01.04.2016 (Refer Note No.33.I8) and accordingly related party transactions with this Company have been presented for the F.Y 20I5-I6.

(ii) Upon on merger of Gayatri Infra Ventures Limited w.e.f 01.04.2016 as stated above, these two step down subsidiary companies have become the subsidiary companies of the company and upon demerger w.e.f 3 1.03.2017 these two subsidiary companies ceased to be subsidiaries and related party transactions are presented for the F.Y 20I5-I6 & 20I6-I7.

(iii) Upon effect of Scheme, the subsidiary company has become an Associate.

(iv) Name of the Gayatri Domicile Private Limited is changed to Gayatri Highways Pvt. Ltd w.e.f 7^th August 2017 and accordingly wherever Gayatri Domicile Private Limited appears in the financial statements, Notes to Financial Statements and other reports, the name shall be read as Gayatri Highways Pvt. Ltd.

2. Impairment of Non-Financial Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the Ind AS 36 on “Impairment of Non Financial Assets”. The recoverable amount of building, plant and machinery and computers has been determined on the basis of ‘Value in use’ method.

13. Disclosure pursuant to Indian Accounting Standard (Ind AS) - 19 “Employee’s Benefits":

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the statement of Profit & Loss and Balance Sheet as required in accordance with Indian Accounting Standard - I9 issued by the Institute of Chartered Accountants of India are as under:-

relating to amounts unpaid as at the year-end together with interest paid/payable as required under the said Act have not been given.

14. There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 3I-03-20I7 and amounts which are required to be transferred to such funds have been transferred.

Income is recognized on fixed price construction contracts in accordance with the percentage completion basis, which necessarily involve technical estimates of the percentage of completion, and costs to completion, of each contract / activity, on the basis of which profits and losses are accounted. Such estimates, made by the Company and certified to the Auditors have been relied upon by them, as these are of technical nature.

15. Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximize returns for the shareholders and benefits for other stake holders. The aim is to maintain an optimal capital structure and minimize the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with other entities in the industry, the Company monitors its capital using the gearing ratio which is total debt divided by total equity.

16. Financial Instruments:

A. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of the reporting period.

Financial Instruments by category.

Financial Assets and Financial Liabilities are the categories of Financial Instruments.

B. Fair value hierarchy

Level I inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are other than quoted prices included within Level I, that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or Liability.

17. Financial risk management objectives and policies

The Company’s activities expose it to a variety of financial risks like market risk, credit risk and liquidity risks. The Company’s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Major financial instruments affected by market risk, includes loans and borrowings.

a. Interest rate risk

Majority of the Non-current (Long Term) borrowings of the Company bear fixed interest rate, thus interest rate risk is limited for the Company.

c. Equity Price Risks:

Majority of the Company’s investments are made into non-listed equity securities. The Company’s exposure into listed equity investments is very limited and the fair value of listed securities as at 3I^st March, 20I7 was '' I08.28 Lakhs. Since the exposure into listed equity investments are very limited, the changes of equity securities price would not have a material effect on the profit or loss of the Company.

(ii) Credit risk management

Credit risk refers to the risk of default in its obligation by the counter party resulting in a financial loss. The maximum exposure of the financial assets is contributed by trade receivables, unbilled work-in-progress, cash and cash equivalents and receivables from group companies.

Credit risk on trade receivables, work in progress is limited as the customers of the company mainly consist of the Government promoted entities, having strong credit worthiness. The company takes into account ageing of accounts receivables and the company’s historical experience of the customers and financial conditions of the customers.

(iii) Liquidity Risk:

Liquidity Risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s management and finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by the senior management.

18. The Company has incurred an amount of '' 86.21 Lakhs on Corporate Social Responsibility (CSR) programs under Section I35 of the Companies Act, 20I3 which are charged to the Statement of Profit and Loss.

19. The company had entered into an agreement to sell the wind power business on “Slump Sale” basis subject to approval by the regulatory authorities and completion of registration formalities. The management has received the respective regulatory authorities’ approvals and registration of sale of wind assets is completed during the financial year. Therefore, the net result (loss) from sale of wind power business amounting to '' 1,538.65 Lakhs is recognized under exceptional items in the statement of profit and loss for the year ended 3Ist March 20I7.

Explanation: For the purpose of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407 (E), dated the 8th November, 20I6.

20. Composite Scheme of Arrangement between Gayatri Projects Limited (Transferee Company / Demerged Company/ GPL), Gayatri Infra Ventures Limited (Transferor Company / GIVL) and Gayatri Domicile Private Limited (Resulting Company / GDPL) and their respective Shareholders:

The Board of Directors of Gayatri Projects Limited (GPL) in the Board Meeting held on 16^th July 2016 has approved the Composite Scheme of Arrangement between Gayatri Projects Limited (Transferee Company / Demerged Company /GPL), Gayatri Infra Ventures Limited (Transferor Company / GIVL) and Gayatri Domicile Private Limited (Resulting Company / GDPL). This has been further approved by the Shareholders through postal ballot on 23^rd January, 20I7.

As per the Composite Scheme of Arrangement (‘Scheme’), the BOT road business and activities of GPL is vertically split into a separate company i.e. GDPL.

The Composite Scheme of Arrangement is divided into the following parts:

i. Transfer of investments in Sai Maatarini Tollways Limited (“SMTL”) from GPL to GDPL, and the consequent discharge of consideration by GDPL to GPL

ii. Merger of GIVL with GPL

iii. Transfer of Infrastructure Road BOT Assets Business of GPL to GDPL, and the consequent discharge of consideration by GDPL to the shareholders of GPL.

Significant points of the Scheme and its accounting treatment in the books of accounts and financial statements is summarized as below:

a) The National Company Law Tribunal (NCLT), Hyderabad Bench vide its order dated 3^rd November, 2017, has sanctioned the Composite scheme of arrangement (‘Scheme’) under Sections 39 I to 394 of the Companies Act, I956 and the extant applicable provisions of Companies Act, 20I3.

b) The relevant dates of the Scheme are as follows:

Particulars Relevant date

Appointed date for amalgamation of GIVL 0I^st April, 20I6

Appointed date for Demerger of BOT Business 3I^st March, 20I7

Effective date of the Scheme (Date of filing with the ROC) 23^rd November, 201 7

c) Pursuant to the Scheme, all the assets and liabilities pertaining to the Transferor Company (GIVL) have been transferred to and vested in the Transferee Company (GPL) with retrospective effect from the appointed date i.e. I^st April 2016 at their respective book values appearing in the books of Transferor Company i.e., GIVL.

Financial Statements of GIVL for the Financial Year 20I5-I6 & 20I6-I7 were audited and financial statements of 20I6-I7 were already approved in its Board meeting held on 30th May, 2017 and also adopted in the Annual General Meeting of GIVL held on 19th September, 20I7. These approved and adopted financial statements were considered for the purpose of accounting of Assets, Liabilities, Income and expenses of GIVL in the books of accounts and in the restated financial statements of GPL so as to give effect of the merger.

d) Further pursuant to the Scheme, all Infrastructure Road BOT Assets business (i.e all Fixed Assets, all Investments, Current Assets, and Liabilities of BOT Assets business including Investments in Infrastructure Road BOT Assets business held by GPL) of the Demerged Company (GPL) shall stand transfer to and be vested in the resulted Company (GDPL) with effect from the appointed date i.e. 3I^st March 20I7 at their respective book values appearing in the books of Demerged Company. Accordingly, the Scheme has been given effect to in the books of accounts and in the restated financial statements of GPL so as to give effect of the demerger. (Refer Below table for net effect of the Scheme).

e) As stated in the above note, Investments held by the Demerged Company in the Road BOT Assets business companies i.e Sai Maatarani Tollways Ltd, HKR Roadways Ltd, Balaji Highways Holdings Pvt. Ltd and Indore Dewas Tollways Ltd shall stand transferred and vested in the Resulting Company (GDPL) with effect from the appointed date i.e. 3I^st March 20I7.

f) The Consideration for demerger by the resulting company shall be as under :

i) Issue of Shares by the Resulting Company (GDPL) to Demerged Company (GPL).

The investments of GPL in SMTL are transferred to GDPL at book value. As at 3 I st March, 2016, the GPL investment in SMTL was at Rs. I80. I6 crores. The consideration for transfer of investments in SMTL held by GPL to GDPL is discharged by the Resulting Company i.e., Gayatri Domicile Private Limited in lump sum consideration to GPL amounting to '' I80,I6,03,000 (Rupees One Hundred and Eighty Crores Sixteen Lakhs Three Thousand Only) in the form of issuance of 1,24,60,000 equity shares of ''I0/- each and 16,77,00,300 redeemable preference shares of ''I0/- each, issued and redeemable at par. Pursuant to Scheme, effect is given in the books of accounts and financial statements of demerged company (GPL) as on 3I^st March, 2017, the consideration receivable by GPL in the form of Equity and Preference shares have been accounted in the books of accounts as investments in Equity and Preference shares and grouped under Investments in the restated financial statements based on opinion obtained from independent Company Secretary although the shares are yet to be issued and allotted by the resulting company (GDPL).

ii) Issue of shares by the Resulting Company (GDPL) to the shareholders of demerged company (GPL).

Pursuant to the scheme coming into effect, the resulting company shall, without any further application or deed, issue and allot to every member of the demerged company (GPL), holding fully paid up equity shares in the demerged company and whose names appear in the Register of Members of the demerged company on the Record Date in the ratio of I (One) equity share of '' I0/- (At present the '' I0 share split into 5 shares ''2 each) each fully paid up held by such member in the demerged company, I (One) equity share in the resulting company of ''I0/- each. The demerged company shareholders will be allotted 17,72,5 1,900 equity shares of '' 2/- each (after sub-division of equity shares of GDPL from '' I0/- each to '' 2/- each) fully paid in the resulting company.

g) Details of the value of investments of BOT Assets business transferred to the resulting company by the demerged company, the value of the investment received / receivable by the demerged company from the resulting company and the net effect in the Securities Premium Account of the demerged company is as under:

h) The outcome of the scheme is that merger of GIVL into GPL and Demerger of all Infrastructure Road BOT Assets business. The consideration receivable for the said Demerger is in the form of Equity and Preference Shares amounting to '' 180,16,03,000 (Rupees One Hundred and Eighty Crores Sixteen Lakhs Three Thousand Only) and hence there is no changes / impact in cash flows of the company for the current reporting period.

21. In the ordinary course of business, the Company has given Contract Advances to non-related parties which on mutual consent have been converted into loans and grouped as “Loans” under “Non-Current Financial Asset”. The recovery of these loans is delayed due to extraneous reasons like change in government policies, delay in execution of projects etc. However, the management is making all efforts to recover the same and is confident that the recovery process of these loans will commence in due course and therefore no provision for the same is required to be made in the financial statements of the company.

22. Advances to sub-contractors include amounts paid as work advances to sub-contractors wherein the corresponding contract works are yet to commence. The management is able to recover considerable amount after the balance sheet date and is confident to recover the balance amount in due course. In the opinion of the management, the said works for which advances are given have not commenced due to certain extraneous factors and delay is not attributed to sub-contractor default/failure. In view of this, the management is confident to commence the works in near future and recover the advances from the sub-contractors

23. The original audited financial statements / results of the Company for the financial year ended 3 Ist March, 2017 have been approved by the Board of Directors of the Company vide its meeting held on 29th May, 2017 and the same were declared/published to the stock exchanges as per the listing agreement. However, pursuant to the Composite Scheme of Arrangement (‘Scheme’), as approved by the Hon’ble National Company Law Tribunal (NCLT), Hyderabad Bench vide its order dated 3rd November, 20I7, the accounting effect /impact of the said scheme as stated in Note No. 33. I8 is considered in the books of accounts for the financial year ended 3 Ist March, 20I7 and accordingly the present financial statements revised as per the Scheme above, replace the original audited financial statements which were approved by the Board of Directors vide their meeting held on 29th May, 20I7 as mentioned above.

24. Pursuant to Composite Scheme of Arrangement ('' Scheme'') as stated in Note No. 33.15, figures of the current financial year are not comparable to the previous year''s figures.

25. All amounts are rounded off to nearest thousands.

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Mar 31, 2016

ii) Secured Indian Rupee Term Loan from Banks of Rs. 6923.00 Lakhs (31^st March, 2015: Rs.7311.00 Lakhs ) of Gayatri Jhansi Roadway Limited (GJRL) is secured by way of (a) Second mortgage and charge of all the borrower’s immovable properties, present and future, (b) Second charge by way of hypothecation of all the movables, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future, Operating cash flows, book debts and receivables and any other revenues of whatsoever nature and wherever arising, present and future, all intangibles, including but not limited to goodwill, uncalled capital, present and future, (c) Assignment or creation of security interest in all Insurance Contracts/Insurance proceeds, (d) Escrow Account, Debt Service Reserve, other reserves and any other bank accounts of the borrower wherever maintained, (e) pledge of all the shares (equity and preference) held by the sponsors representing 51% of the paid up share capital. The facilities carry annual interest rate ranging from 11.50% to 12.85%(31^st March 2015: 11.50% to 12.85% )

iii) Secured Indian Rupee Term Loan from Banks of Rs.11541.00 Lakhs (31^st March, 2015: Rs.12288.00 Lakhs ) of Gayatri Lalitpur Roadways Limited (GLRL) is secured by way of (a) first mortgage and charge of all the borrower’s immovable properties, present and future, (b) first charge by way of hypothecation of all the movables, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future, operating cash flows, book debts and receivables and any other revenues of whatsoever nature and wherever arising, present and future, all intangibles, including but not limited to goodwill, uncalled capital, present and future, (c) Assignment or creation of security interest in all Insurance Contracts/Insurance proceeds, (d) Escrow Account, Debt Service Reserve, other reserves and any other bank accounts of the borrower wherever maintained (e) pledge of all the shares (equity and preference) held by the sponsors representing 51% of the paid up share capital. The facilities carry an annual interest rate of 11.25% (31^st March 2015: 11.25%).

iv) Secured Indian Rupee Term Loan from Banks of Rs.7986.00 Lakhs (31^st March, 2015: Rs.8487.00 Lakhs ) of GLRL is secured by way of (a) Second mortgage and charge of all the borrower’s immovable properties, present and future, (b) second charge by way of hypothecation of all the movables, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future, Operating cash flows, book debts and receivables and any other revenues of whatsoever nature and wherever arising, present and future, all intangibles, including but not limited to goodwill, uncalled capital, present and future, (c) assignment or creation of security interest in all Insurance Contracts/Insurance proceeds,

(d) Escrow Account, Debt Service Reserve, other reserves and any other bank accounts of the borrower wherever maintained (e) Pledge of all the shares (equity and preference) held by the sponsors representing 51% of the paid up share capital. The facilities carry an annual interest rate ranging from 11.50% to 12.85% (31 March 2015: 11.50% to 12.85%).

v) Unsecured Rupee Term Loans of Rs.2724.00 Lakhs (31^st March 2015: Rs. 3224.00 Lakhs ) of GJRL and GLRL from its shareholder’s represents zero interest subordinate loan repayable after the repayment of other secured loans from banks and financial institutions.

vi) Secured Rupee Term Loans from Banks of Rs.11667.00 Lakhs (31^st March 2015: Rs.13472.00 Lakhs ) of Cyberabad Expressways Limited (CEL) is secured by way of pari passu first charge on (a) all monies including annuity

receivable from Hyderabad Growth Corridor Limited (HGCL) to the credit of the escrow Account, b) All rights, title, interest, benefits, claims and demands of the company under project agreements subject to the provisions of the concession agreement, (c) Assignment of rights, title and interest to or in favor of the lenders pursuant to and in accordance with the substitution agreement as per the provisions of the financing documents of the project. The facilities carry an annual interest rate of 11.50% (31^st March 2015: 11.50%).

vii) Secured Rupee Term Loans from Banks of Rs. 8999.00 Lakhs (31^st March 2015: Rs.9771.00 Lakhs ) of Hyderabad Expressways Limited (HEL) is secured by way of pari passu first charge on (a) all monies including annuity receivable from HGCL to the credit of the escrow Account, (b) all rights, title, interest, benefits, claims and demands of the company under project agreements subject to the provisions of the concession agreement, (c) Assignment of rights, title and interest to or in favor of the lenders pursuant to and in accordance with the substitution agreement as per the provisions of the financing documents of the project. The facilities carry an annual interest rate of 11.50% (31^st March 2015: 11.50%).

viii) Secured Rupee Term Loans from Banks of ‘ Nil (31^st March 2015: Rs.19488.00 Lakhs ) of Western UP Tollways Limited (WUPTL) is secured by way of (a) first mortgage and charge in a form satisfactory to all company’s immovable properties, present and future expect project assets, (b) first charge by way of hypothecation of all the company’s movables, including movable plant and machinery, present and future except the project assets, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, (c) a first charge on operating cash flows, book debts and receivables and any other revenues of whatsoever nature and wherever arising present or future, (d) subject to provisions of provisions on concession agreement, first charge on the escrow account, debt service reserve, MMR and other reserves, (e) a first pledge of 100% of paid up capital till three years of commencement of commercial operations and thereafter minimum 51% of total paidup capital of the company held by the promoters during the tenure of the loan. The facilities carry an annual interest rate of Nil (31^st March 2015: 11.50% to 14.00%).

ix) Unsecured Rupee Term Loan of Rs. Nil (31^st March 2015: Rs. 2468.00 Lakhs ) of WUPTL from related parties carrying interest at the annual rate of Nil (31^st March 2015: 12%).

1. Project Loans of Indore - Dewas Tollways Ltd (IDTL):

Secured Rupee Term Loan-I of Rs.34964.00 Lakhs (31st March, 2015: Rs.34964.00 Lakhs ), Secured Rupee Term Loan-

II of Rs.2556.00 Lakhs (31st March, 2015: Nil) and FITL of Rs. 6740.00 Lakhs (31st March, 2015: Rs. 2515.00 Lakhs ) from Banks of Indore Dewas Tollways Limited (IDTL) is secured by way of (a) all monies including Toll collected on the Project Highway to the credit of the Escrow Account as per the provisions of the Concession Agreement, (b) all the Borrower’s Properties and Assets excluding the Project Assets as defined in the Concession Agreement, (c) all Tangible Assets of the Company not limited to Goodwill, undertaking and uncalled capital of the company, (d) pledge of shares aggregating to 51% of the paid-up equity capital of the Borrower, (e) all rights, title, interest, benefits, claims and demands of IDTL under project documents subject to the provisions of the Concession Agreement,

(f) assignment of rights in favor of the lenders in accordance with the substitution agreement in respect of financing by the senior lenders under the financing documents for the project, (g) assignment or creation of security interest in all Insurance Contracts/Insurance proceeds. The Bankers have approved the restructuring package with the cutoff date being 1st July, 2014 with a Moratorium of 33 months for Interest and principal Obligations. The facilities carry an annual interest rate of 11% p.a.

2. Project Loans of Indore - Sai Maatarani Tollways Ltd (SMTL):

i) Secured Rupee Term Loan from Banks / Financial Institutions of Rs. 87937.00 Lakhs (31^st March, 2015: Rs. 61239.00 Lakhs ) of Sai Maatarani Tollways Limited (SMTL) is secured by way of (a)first mortgage and charge on all the borrower’s immovable properties, present and future, if any, save and except the Project Assets, (b) a first charge by way of hypothecation on all the Borrower’s tangible moveable assets, including but not limited to all current/ non-current assets, moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, all other movable assets, both present and future, save and except the Project Assets, (c) a first charge on all the Borrower’s bank accounts including but not limited to the Escrow Account/its Subaccounts, (d) a first charge on all intangibles of the Borrower including but not limited to goodwill, rights, undertakings, uncalled capital and intellectual property rights, both present and future, (e) an assignment by way of security of the right, title, interests, benefits, claims and demands of the Borrower in, to and under the Project Documents, (f) pledge of equity shares held by the Sponsor constituting 51% of the total paid up and voting equity share capital of the Borrower until the Final Settlement Date. The applicable interest rate on Term Loans shall be floating at - (a) Spread @ 2% p.a. above the Base Rate of the Lead Bank viz. IDBI Bank Ltd.; or (b) Spread @ 2% p.a. above the IIFCL benchmark rate, whichever is higher. The term loan shall be repayable in 48 unequal quarterly installments commencing from 1^st January, 2018.

ii) Secured Rupee Term Loan (Subordinate Debt) from Financial Institutions of Rs. 8000.00 Lakhs (31^st March, 2015: Rs. 8000.00 Lakhs ) of SMTL is secured by way of mortgage second charge on all the borrower’s immovable properties, present and future, if any, save and except the Project Assets, (b) A second charge by way of hypothecation on all the Borrower’s tangible moveable assets, including but not limited to all current/ noncurrent assets, moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, all other movable assets, both present and future, save and except the Project Assets, (c) A second charge on all the borrower’s bank accounts including but not limited to the Escrow Account/its sub-accounts that may be opened in accordance with any of the Project Agreement, (d) A second charge on all intangibles of the Borrower including but not limited to goodwill, rights, undertakings, uncalled capital and intellectual property rights, both present and future, save and except the Project Assets (provided that all amounts received on account of any of these shall be deposited in the Escrow Account and that the charges on the same shall be subject to the extent permissible as per the priority specified in the Clause 31 of the Concession Agreement and Clause 4 of the Escrow Agreement). Further, a charge on uncalled capital, as set in above, shall be subject however to the provisions of Clauses 5.3 and 7.1 (k) and Clause 31 of the Concession Agreement, (e) an assignment by way of security of the right, title, interests, benefits, claims and demands of the Borrower in, to and under the Project Documents, (f) An irrevocable and unconditional corporate guarantee from the Sponsor. The applicable interest rate on Subordinate Loan shall be floating at Spread, i.e. 2% p.a. above the Interest rate applicable to IDBI Bank Ltd. as per the Common Loan Agreement. The subordinate loan is repayable in 18 quarterly installments commencing from 1^st January, 2023.

3. External Commercial Borrowing of the Company:

Details of External Commercial Borrowing: The Company availed Foreign Currency Loan of USD $ 24.42 million from an Indian Scheduled Bank to meet a part of funds requirement towards redemption of outstanding FCCBs. The ECB loan is repayable in 24 quarterly installments commencing from October 2013 with rate of interest at 3 months USD LIBOR 500bps.

Nature of Security : (a) Equitable mortgage of immovable property of 600 acres in the name of step down subsidiary company, (b) Pledge of 76,37,738 equity shares of GPL held by promoters, (c) Personal guarantees of the two promoter directors.

4. Secured Vehicle Loans of the Company availed from the Financial Institutions are secured by hypothecation of specific vehicles purchased out of the said loans. The vehicle loans carry interest rate between 11% to 15% p.a.

5. The promoters of the Company have brought back the dividend amount of Rs. 152.10 Lakhs as unsecured loan in compliance of the lenders stipulation for distribution of dividend to shareholders.

* Additional Concession Fee payable to NHAI by Indore Dewas Tollways Limited :

In order to more appropriately present the Financials statements of the company, the total premium amount of Rs. 1,18,119.88 Lakhs as per the Concession Agreement, has been capitalized as "Intangible Assets” and amortized over a period of service concession Agreement as per the method prescribed in Part A to the Schedule II to the Companies Act, 2013 and corresponding Obligation for committed premium has been recognized as liabilities.

The Contractual Obligation to pay premium (Additional Concession Fees) to National Highways Authority of India over the Concession period has been recognized upfront on an undiscounted basis when the project gets completed as per the Concession Agreement and is a part of the "Intangible Asset " and corresponding Obligation for committed premium is recognized as liabilities.

Additional Concession fee has to be paid to National Highways Authority of India as per clause 26.2.1 of the Concession Agreement dated 17th May, 2010. National Highways Authority of India has granted deferment of Additional concession fees payable to them vide their sanction letter dated 11^th June, 2014 . Interest on the Additional concession fees payable to National Highways Authority of India for the FY 15-16 is not provided in the books of accounts as National Highways Authority of India has deferred the premium payment up to 6 years. The Interest liability on Additional Concession fees has neither accrued nor due until the completion of the 6 years up to which NHAI has deferred the premium. After the completion of the 6th year, NHAI will review the deferment of premium payment based on the cash flows available then. The liability accrues and becomes due as and when there are cash flows sufficient for the payment of premium. At the end of the 6th year based on the cash flow position, National Highways Authority of India will review the deferment proposal and may extend the deferment, if the cash flows are not sufficient to meet the debt and O&M obligations.

There is a decline in the Toll collections due to the non maintenance of the adjoining stretches of the project highway i.e., Shivpuri to Dewas & Ghar to Dewas. The development of those streches were stalled due to issues between the National Highways Authority of India and the developer to whom the projects were awarded. Now Shivpuri - Dewas project has been awarded on EPC basis to new developers, which are expected to be completed within a period of 3-4 years from now. Till such time the revenues from the Toll collections seem bleak and no surplus cash flows are being expected after debt obligations, so as to pay the Additional Concession fees to National Highways Authority of India or Interest thereon. In view of the total stress in the Funds flow the management has considered that the liability accrues and becomes due as and when the cash flows are sufficient for the payment as explained above.

Nature of Security and Terms of Repayment

6. Working Capital Facilities (Secured)

The working capital facilities from the consortium of Banks are secured by:

- Hypothecation against first charge on stocks, book debts and other current assets of the Company both present and future ranking paripassu with consortium banks.

- Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking paripassu with consortium banks.

- Equitable mortgage of properties belonging to promoters, directors, group companies.

- Personal guarantee of promoter directors, group companies/firms and relatives.

Period and amount of interest due as on balance sheet date:

- Interest amount of Rs. 8.28 crores for the month of March, 2016 charged on 31.03.2016 is due on balance sheet date.

7. Unsecured loans from related parties

The unsecured loans received from related parties are repayable on demand along with interest rate at 16% p.a.

8. 7,47,49,590 Equity Shares of NCC Infrastructure Holdings Ltd held by the Gayatri Energy Pvt Ltd are pledged in favor of IFCI Limited as collateral security for the debentures issued by the Subsidiary Company.

9. 23,65,99,300 Equity Shares of TPCIL are pledged in favor of Rural Electrification Corporation Ltd as collateral security for the loan availed by TPCIL.

10. In pursuance of Exit Agreement entered between Gayatri Energy Venture Pvt. Ltd (GEVPL) and Jinbhuvish Power Generation Private Limited (JPGPL), 2,74,49,989 Equity Shares of JPGPL held by the GEVPL are pledged in favor of JPGPL.

11. The company has made provision for the diminution in the market value of quoted investments in the books as envisaged in the Companies (Accounting Standard) Rules, prescribed by the Central Government.

12. Other Notes forming part of the Consolidated Financial Statements:

13. All amounts in the financial statements are presented in Rs. in Lakhs except per share data and as otherwise stated. Figures in brackets represent corresponding previous year figures in respect of Profit & Loss items and in respect of Balance Sheet items as on the Balance Sheet date of the previous year. Figures for the previous year have been regrouped / rearranged wherever considered necessary to conform to the figures presented in the current year.

14. Basis of preparation of consolidated financial statements:

Gayatri Projects Limited ("the company") has presented consolidated Financial statements by consolidating its own financial statements with those of its Subsidiaries, Associates and Joint Ventures in accordance with Accounting Standard- 21(Consolidated Financial statements), Accounting Standard-23 (Accounting for Investments in Associates in consolidated Financial statements) and Accounting Standard - 27 (Financial reporting of Interests in joint ventures) notified in section 211 (3C) of the Companies Act, 1956.

The Financial statements of each of those Subsidiaries, Associates and Joint Ventures are prepared in accordance with the generally accepted accounting principles & accounting policies of Parent Company. The effects of intercompany transactions between consolidated companies/entities are eliminated in consolidation.

15. Segment Reporting

The Company’s operations predominantly consist of providing infrastructure facilities. Hence there are no reportable segments under Accounting Standard - 17. During the year under report, the Company’s business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

16. Observations and Qualifications made by the Independent Auditors of the Subsidiary Companies:

As per the approval of Board and Shareholders of the Company, Gayatri Hi-tech Hotels Ltd (GHHL), a related party of the Company, has allotted 2,35,00,000 - 9% Cumulative Redeemable Preference Shares (CRPS) of Rs. 10/- each at a premium of Rs.90/- per share against receivables from GHHL.

17. As per an expert opinion, during the year the Company has claimed deduction u/s 80IA of the Income Tax Act, 1961 in respect of income earned on infrastructure projects.

18 In pursuance of share purchase agreement entered between the Company and AMP Capital Finance Mauritius Limited (AMP) to purchase shares of Gayatri Infra Ventures Limited held by AMP an amount of Rs. 200.0ILakhs has been paid as an advance towards purchase of shares.

19. (a) During the year, the Company has issued 16,19,386 Equity Share of Rs. 10/- each at a premium of Rs. 193.78 per

equity share by way of preferential allotment to promoters against unsecured loans of Rs.33.00 crores received during the previous year, in terms of the Master Restructuring Agreement entered with the Company’s Lenders.

(b) The company has further issued 36,04,000 Equity Shares of Rs.10 each at a premium of Rs. 193.20 on preferential allotment / private placement.

20. Some of the Contract Advances given by the Company in earlier years and which are long pending for recovery due to reasons beyond the control of both the parties have been converted to interest bearing loans and grouped under "Long term Loans & Advances". The management of the Company has already initiated steps to recover the same and is confident that these advances / loans will be recovered and hence no provision has been made in the financials.

21. Advances to sub-contractors include amounts paid as work advances to certain sub-contractors wherein the corresponding contract works are yet to commence. In the opinion of the management, the said contract works have not commenced due to certain extraneous factors beyond the control of such sub-contractor and without any default/failure of performance from their end. The management is confident to commence the works in near future and recover the advances from the sub-contractors.

22. During the previous financial years one of the Subsidiary Company had given an Amount of Rs.100 crores to NCCLtd for the purpose of acquisition of equity shares of NCC Infrastructure Holdings Limited (NCCIHL). As per the amended agreement dated on 14 November, 2014 the shares will be allotted to Gayatri Energy Ventures Private Limited in 3 tranches on or before 31^st March, 2017.

23 During the previous financial years, one of the Subsidiary Company Gayatri Energy Ventures Pvt. Ltd. (GEVPL) had made various investments in Jinbhuvish Power Generation Private Limited (JPGPL) by way of acquisition of shares, share application money, advance for purchase of equity shares total amounting to Rs.54.91 crores. During the previous financial years the GEVPL had entered into an Exit Agreement dated 25^th May 2013 with JPGPL, which was duly amended by various letter agreements from time to time and as per the latest letter agreement dated 3I ^st October 2015, the GEVPL shall exit from JPGPL by 31^st October 2016.

24. In the opinion of the management and to the best of their knowledge and belief, the value of the assets reported under Long Term Loans and Advances and Current Assets are approximately of the value stated, if realized in ordinary course of business, unless stated otherwise. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary.

25. There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 31-03 2016 and amounts which are required to be transferred to such funds have been transferred.

26. One of the Subsidiary Company Gayatri Infraventures Limited (GIVL) has entered into a definitive sale agreement dated 19 January 2016 with Cube Highways and Infrastructure PTE Limited for divestment of its entire equity stake amounting to Rs.4,606.09 Lakhs held in Western UP Tollway Limited, a jointly controlled entity. On the basis of assessment of the status of compliances with certainmandatory conditions stipulated in the agreement and pending finalization of the sale consideration, the financial statements of the jointly controlled entity have been accordingly consolidated in the financial statement of the GIVL group as at and for the year ended 31^st March 2016 and duly disclosed as a discontinuing operations in accordance with the provisions of Indian GAAP The details of the assets, liabilities, income and expenditure pertaining to the aforesaid jointly controlled entity, duly consolidated, considered for consolidation in the financial statements of GIVL group as at and for the year ended 31^st March 2016 are as follows:

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Mar 31, 2015

1. CORPORATE INFORMATION

Gayatri Projects Limited founded in 1989 is one of India's premier infrastructure company based in Hyderabad executing major civil works including Roads, Canals, Airport Runways, Ports/Harbors, Dams & Reservoirs, Railways etc., across India.

2.1 Leases

Disclosure under Accounting Standard – 19 "Leases", issued by the Institute of Chartered Accountants of India.

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as operating leases. Lease rentals under operating leases are recognized in the statement of profit and loss on a straight-line basis. The Company has taken various residential/godown/office premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between 11 months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in Profit and Loss Account under Rent, Rates and Taxes.

Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalized at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognized for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

The Company has taken vehicles on financial lease from banks / Financial Institutions. The details of contractual payments under the agreement are as follows:

2.2 Contingent Liabilities and Commitments

The details of the Contingent Liabilities and Commitments to the extent not provided are as follows:

a. Contingent Liabilities Rs. in Lakhs

Particulars As at As at 31st March, 2015 31st March, 2014

a) Claims against the company not 5,565.55 5,565.55 acknowledged as debt *

b) Guarantees given by the Banks towards performance & Contractual Commitments

i) issued on behalf of the Company 47,097.06 51,639.03

ii) Issued on behalf of subsidiaries/ group companies 30,442.35 30,630.36

c) Corporate Guarantees given to group companies 8,38,456.00 7,48,110.00

d) Disputed Liability of Income Tax, Sales Tax, 14,617.34 10,603.75 Service Tax and Seigniorage charges

* Some of the contractees /employer have made claims against company for which the company has preferred appeal and in the opinion of the management the award will be in favour of the company. Therefore the said claims have not been provided.

2.3 Impairment of Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the accounting standard 28 on Impairment of assets. The recoverable amount of building, plant and machinery and computers has been determined on the basis of 'Value in use' method.

2.4 Joint Venture Losses

IJM-Gayatri Joint Venture

IJM – Gayatri Joint Venture is a joint venture in which IJM Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited holds 40% share. The Joint venture has executed road works during the period 1998-2006 in Package I, II & III and AP 13 of NHAI, APSH 7 and APSH 8 in the State of Andhra Pradesh.

An excess expenditure of Rs. 134.45 crores is incurred for completion of the IJM Gayatri JV by our company and the same is debited to the JV account. The JV has not accounted the same due to pending claims with the employers and with an intention to account the same as and when the claims are actually realized.

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.

During the previous year, SEBI has referred the above matter to "Financial Reporting and Review Board (FRRB)" for further examination. As per the Directions of the FRRB the company has provided an amount of Rs.45.01 Crores (included in work expenditure) towards its 40% share of loss in the joint venture which was hitherto been the subject matter of qualification in the Auditors Report till previous year.

2.5 Disclosure pursuant to Accounting Standard (AS) – 15(Revised) "Employee's Benefits":

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the statement of Profit & Loss and Balance Sheet as required in accordance with Accounting Standard – 15 (Revised) issued by the Institute of Chartered Accountants of India are as under:-

2.6 Segment Reporting

The Company's operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard – 17. During the year under report, the Company's business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

2.7 Managerial Remuneration:

The excess managerial remuneration paid/payable for the year will be recovered in the subsequent financial year.

2.8 Dues to Micro and Small Enterprises:

On the basis of information available with the Company, there are no dues outstanding for more than 45 days to Small Scale Industrial Undertaking (SSI). The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

2.9 There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 31- 03-2015 and amounts which are required to be transferred to such funds have been transferred.

2.10 Bilateral Restructuring of Debt under Joint Lenders Forum (JLF) Scheme

Due to liquidity constraints on account of stretched working capital cycles, increased cost of inputs, higher interest cost, slowdown in Infrastructure sector etc, which has led to a strain on the resulting cash flows of the Company. Keeping in view of the above the Company has restructured its debt obligations under bilateral restructuring route monitored by the Joint Lenders forum (JLF). The scheme was approved by the lenders on 19.01.2015 and the relevant agreements like MRA, TRA etc., were executed on 23.01.2015. The restructuring is effected from 1st July 2014. Pursuant to this scheme, some of the Long Term and Short Term Loans have been rescheduled along with reduced rate of interest.

2.11 Unsecured Loans from the Directors

As a part of the restructuring package, the promoters contribution amounting to Rs.3300.00 lakhs is brought in by promoter directors. The company is planning to raise the money through equity route and promoters have option to take refund of the unsecured loan from the equity proceeds.

2.13 Long term Loans and Advances

During the previous years,the Company has given advances to its subcontractors for execution of various projects. The recovery of advances is delayed due to slow progress of the works on account of changes in government policy and bifurcation of the State. In view of this, the parties have mutually decided to convert the advance as interest bearing loans carrying an interest equivalent to the bank deposit rate. Such loans during the current year have been grouped under "Long term loans & Advances". The advances will be recovered in future from the bill proceeds.

2.14 Receivables from Related Parties

Other Non Current Assets include an amount of Rs.218.51 crores receivable from Gayatri Hi-tech Hotels Ltd (GHHL), a related party of the Company. The Company has executed the hotel project of the GHHL under EPC scheme and the amount represents the balance receivables. GHHL has expressed its inability to pay dues immediately due to its liquidity constraints and has placed a proposal to convert the outstanding dues into 9% Cumulative Redeemable Preference Shares (CRPS) of Rs.1,000/- each. The Company has agreed in-principal for conversion of outstanding into CRPS and necessary statutory formalities are yet to be completed.

2.15 Advances to sub-contractors include amounts paid as work advances to certain sub-contractors wherein the corresponding contract works are yet to commence. In the opinion of the management, the said contract works have not commenced due to certain extraneous factors beyond the control of such sub-contractor and without any default/failure of performance from their end. The management is confident to commence the works in near future and recover the advances from the sub-contractors.

2.16 Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II, except in respect of certain assets as disclosed in Accounting Policy on Depreciation and Amortization. The net value of Fixed Assets amounting to Rs. 294.28 Lakhs whose lives have expired as at 1st April 2014,of which Rs. 194.25 Lakhs (net of Deferred Tax of Rs. 100.03 lakhs) has been adjusted in the opening balance of Profit and Loss.

2.17 In the opinion of the management and to the best of their knowledge and belief, the value under the head of current assets are approximately of the value stated, if realized in ordinary course of business, unless stated otherwise. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary.

2.18 The balances under Other Long Term Liabilities, Trade Payables, Trade Receivables, Other Current Liabilities, Long Term Loans and Advances, Short Term Loans and Advances and Other Current Assets are subject to reconciliation and confirmation.

2.19 All amounts are rounded off to nearest thousand.

2.20 Previous year figures have been regrouped wherever considered necessary.

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Mar 31, 2014

1. CORPORATE INFORMATION

Gayatri Projects Limited incorporated in 1989 is one of India''s premier infrastructure company based in Hyderabad executing major civil works including Roads, Canals, Airport Runways, Ports/Harbors, Dams & Reservoirs, Railways etc.

1.2 Contingent Liabilities and Commitments

The details of the Contingent Liabilities and Commitments to the extent not provided is as follows:

a. Contingent Liabilities

Rs. in Lakhs

Particulars As at As at 31st March 2014 31st March 2013

a) Claims against the company not acknowledged as debt 5,565.55 —

b) Guarantees given by the Banks towards performance & Contractual Commitments

i) issued on behalf of the Company 51,639.03 48,578.60

ii) Issued on behalf of Subsidiaries / Group Companies 30,630.36 24,034.76

c) Corporate Guarantees given to group companies 7,48,110.00 5,77,060.00

d) Disputed Liability of Income Tax, Sales Tax, Service Tax and Seigniorage charges 10,603.75 8,752.06

1.3 Impairment of Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the accounting standard 28 on Impairment of assets. The recoverable amount of building, plant and machinery and computers has been determined on the basis of ''Value in use'' method.

1.4 Joint Venture Loss not considered IJM-Gayatri Joint Venture

IJM - Gayatri Joint Venture is a joint venture in which IJM Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited holds 40% share. The Joint venture has executed road works during the period 1998-2006 in Package I, II & III and AP 13 of NHAI, APSH 7 and APSH 8 in the State of Andhra Pradesh.

An excess expenditure of Rs. 134.45 crores is incurred for completion of the IJM Gayatri JV by our company and the same is debited to the JV account. The JV has not accounted the same due to pending claims with the employers and with an intention to account the same as and when the claims are actually realised.

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. So far the joint venture has got favorable awards amounting to Rs. 61.99 crores including interest on claims and the remaining claims are under adjudication. Out of the favorable awards, the JV has received orders for release of payments for Rs. 29.01 crores and as against this the JV has received Rs. 18.70 crores which ispassed to the Company. Further in respect of APSH-7 and 8, the honorable High Court of Andhra Pradesh has order to release 50% of the claim amount (about Rs. 3.00 crores) and the release of payment is under process. The management is reasonably confident of recovering substantial amount from these claims. In the unlikely situation of the claims not being received to the extent of expenditure incurred, IJM-Gayatri Joint Venture has to account the net expenditure of Rs. 115.75 crores (Previous Year Rs. 115.75 crores) in its books and the Company has to provide an amount of Rs. 46.30 crores (Previous Year Rs. 46.30 crores) towards its 40% share of loss in the joint venture.

During the year under review, SEBI has referred the above note to the "Financial Reporting and Review Board (FRRB)" for further examination and company has submitted the relevant information/explanation to the competent authorities. The matter is under examination with the FRRB.

1.5 Disclosure pursuant to Accounting Standard (AS) - l5(Revised) "Employee''s Benefits":

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the statement of Profit & Loss and Balance Sheet as required in accordance with Accounting Standard - 15 (Revised) issued by the Institute of Chartered Accountants of India are as under:-

1.6 Segment Reporting

The Company''s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard - 17. During the year under report, the Company''s business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

1.7 Earnings Per Share (EPS)

Basic and Diluted Earnings per share calculated in accordance with Accounting Standard (AS) 20 "Earning per share".

1.8 Dues to Micro and Small Enterprises:

On the basis of information available with the Company, there are no dues outstanding for more than 45 days to Small Scale Industrial Undertaking (SSI). The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the yearend together with interest paid/payable as required under the said Act have not been given.

1.9 There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 31-03-2014.

1.10 Advances to sub-contractors include amounts paid as work advances to certain sub-contractors wherein the corresponding contract works are yet to commence. In the opinion of the management, the said contract works have not commenced due to certain extraneous factors beyond the control of such sub-contractor and without any default/failure of performance from their end. The management is confident to commence the works in near future and recover the advances from the sub-contractors.

1.11 In the opinion of the management and to the best of their knowledge and belief, the value under the head of current assets are approximately of the value stated, if realized in ordinary course of business, unless stated otherwise. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary.

1.12 The balances under Other long term liabilities, Trade Payables, Trade Receivables, Other current liabilities, Short term loans and advances and Other current assets are subject to reconciliation and confirmation.

1.13 All amounts are rounded off to nearest thousand.

1.14 Previous year figures have been regrouped wherever considered necessary.

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Mar 31, 2013

1. CORPORATE INFORMATION

Gayatri Projects Limited founded in I989 is one of India''s premier infrastructure company based in Hyderabad executing major civil works including Roads, Canals, Airport Runways, Ports/Harbors, Dams & Reservoirs, Railways etc.

2. LEASES

Disclosure under Accounting Standard - I9 "Leases", issued by the Institute of Chartered Accountants of India. The Company has taken various residential/godown/office premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between II months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in Profit and Loss Account under Rent, Rates and Taxes.

The Company has taken vehicles on financial lease from banks / Financial Institutions. The details of contractual payments under the agreement are as follows:

3. Impairment of Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the accounting standard 28 on Impairment of assets. The recoverable amount of building, plant and machinery and computers has been determined on the basis of ''Value in use'' method.

4. Joint Venture Losses not considered

IJM-Gayatri Joint Venture

IJM - Gayatri Joint Venture is a joint venture in which IJM Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited holds 40% share. The Joint venture has executed road works during the period I998-2006 in Package I, II & III and AP I3 of NHAI, APSH 7 and APSH 8 in the State of Andhra Pradesh.

An excess expenditure of Rs. I34.45 crores was incurred for completion of the IJM Gayatri JV by the company and debited to the JV account. The JV has not accounted the same due to pending claims with the employers and with an intention to account the same as and when the claims are actually realised.

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. So far the joint venture has got favorable awards amounting to Rs. 6I.99 crores including interest on claims and the remaining claims are under adjudication. Out of the favorable awards, the JV has received orders for release of payments for Rs. 29.0I crores and as against this the JV has received Rs. I8.70 crores during the year which was passed on to the Company. The management is reasonably confident of recovering substantial amount from these claims. In the unlikely situation of the claims not being received to the extent of expenditure incurred, IJM-Gayatri Joint Venture has to account the net expenditure of Rs. II5.75 crores (Previous Year Rs. I34.45 crores) in its books and the Company has to provide an amount of Rs. 46.30 crores (Previous Year Rs. 53.78 crores) towards its 40% share of loss in the joint venture.

5. Disclosure pursuant to Accounting Standard (AS) - l5(Revised) "Employee''s Benefits":

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the statement of Profit & Loss and Balance Sheet as required in accordance with Accounting Standard - I5 (Revised) issued by the Institute of Chartered Accountants of India are as under:-

6. Segment Reporting

The Company''s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard - I7. During the year under report, the Company''s business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

7. Dues to Micro and Small Enterprises:

On the basis of information available with the Company, there are no dues outstanding for more than 45 days to Small Scale Industrial Undertaking (SSI). The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year ended together with interest paid/payable as required under the said Act have not been given.

8. There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 3Ist March, 20I3.

9. All amounts are rounded off to nearest thousand.

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Mar 31, 2012

Note:

1 Cash and Cash Equivalents consist of Cash on hand and balances with Banks that includes Margin Money Deposits for Bank Guarantees of Rs.8076.10 Lakhs (Previous Year Rs.6986.30 Lakhs)

2 The Cash flow statement is prepared in accordance with the indirect method stated in Accounting Standard 3 issued by ICAI on "Cash Flow Statements" and presents Cash flows by Operating, Investing and Financing activities.

3 Figures in brackets represent cash outflows.

4 See accompanying Notes forming part of the Financial Statements.

1. CORPORATE INFORMATION

Gayatri Projects Limited founded in 1989 is one of India's premier infrastructure company based in Hyderabad executing major civil works including Roads, Canals, Airport Runways, Ports/Harbors, Dams & Reservoirs, Railways etc.

2(a) Details of shares issued during the year:

Pursuant to the resolution passed at the Board of Directors meeting held on 21st January, 2011 and in compliance with the provisions under section 8l(l)(a) of the Companies Act, 1956 and SEBI regulations, the Company has issued 1,19,79,242 equity shares of Rs. 10/- each to the existing shareholders for cash at a premium of Rs. 110/- per equity share in the ratio of one right equity share for every one equity share held on the record date i.e 23rd February 2012.

2 (b) Rights, Preferences and restrictions attached to Equity Shares:

The company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors have recommended dividend of Rs. 3.00 per equity share in their meeting held on 30th May 2012, subjected to approval of the shareholders in the ensuing Annual General Meeting (For the year ended 31st March 2011 : Rs. 5.00 per equity share).

2 (c) The company has utilized the net proceeds of the Right issue for the objectives specified in the Letter of Offer including margin requirement for working capital and general capital purpose.

3.1 The Company had issued 308 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of Japanese Yen (JPY)

10,000,000 each aggregating to JPY 308,00,00,000 redeemable on 1st August 2012 at 120.414% of its principal amount. The bond holders had an option to convert these bonds into equity shares at an initial conversion price of Rs. 378.35 (reset at Rs. 288/-) per share with a fixed rate of exchange on conversion at Rs. 0.3303 per JPY. Out of the total bonds of 308, 37 bonds were converted into equity, 42 bonds were bought back by the company and remaining 229 bonds were outstanding as at the date of Balance Sheet. The bonds will mature on 3rd August 2012 at 120.414% of its principal amount.

The Company has provided an amount of Rs. 6732.60 lakhs towards the foreign exchange transaction loss on the FCCBs as on date and the loss is recognized in the statement of profit and loss for the year 2011-12.

3.2 Nature of Security:

Debentures:

The Company has issued 520 11.50% Secured Redeemable Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each on private placement in the form of Separately Transferable Redeemable Principal Parts (STRPPs) for cash at par aggregating Rs. 5200 Lakhs. The Debentures are secured by the paripassu first charge on the fixed assets of a group company and redeemable in the 3rd, 4th and 5th year in the ratio of 30:30:40 and the earliest date of redemption being 1st December 2013.

Equipment Loans:

The Equipment loans are secured by hypothecation of specific equipments acquired out of the said loans with rate of interest varying from 14.75% to 15.25% per annum.

Vehicle Loans:

The Vehicle loans availed are secured by hypothecation of specific vehicles purchased out of the said with rate of interest varying from 11.16% to 13.48% per annum.

Other Term Loans:

The other secured term loans are secured by hypothecation of construction equipments not specifically charged to other banks with rate of interest varying from 13.00% to 15.50% per annum.

All the above term loans and non convertible debentures are guaranteed by Directors.

3.3 Current maturities of long term borrowings have been disclosed under the head "Other Current Liabilities" (Refer Note- 11).

4.1 Nature of security and terms of repayment:

Equipment Loans (Secured)

- The equipments loans are secured by hypothecation of specific equipments acquired out of the said loans.

- The equipment loans are repayable in monthly installments.

- The equipment loans are guaranteed by Directors.

- There are no defaults in repayment of loans and interest on the Balance Sheet date.

- The applicable rate of interest is 14.10% per annum.

Term Loans (Secured)

The Secured Loans availed are secured by Hypothecation of Unencumbered fixed assets and project specific stock and receivables. The applicable rate of interest is 14.10% per annum.

Working Capital Loans (Secured)

The working capital facilities from the consortium of Banks are secured by:

- Hypothecation against first charge on stocks, book debts and other current assets of the Company both present and future ranking paripassu with consortium banks.

- Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking paripassu with consortium banks.

- Equitable mortgage of properties belonging to promoters, directors, group companies.

- Personal guarantee of promoter directors, group companies/firms and relatives.

- There are no defaults in repayment of loans and interest on the Balance Sheet date.

Ther rate of interest for these facilities range from 12.75% to 15.25% per annum and repayable on demand. Term Loans (Un-secured)

- The other term loans are repayable in monthly installments.

- There are no defaults in repayment of loans and interest on the Balance Sheet date.

- The rate of interest for these loans range from 12.10% to 13.75% per annum

ii) Intangible Assets - Nil

iii) Capital Work in progress

- Capital Work in progress represents Machinery purchased for Rs. II 66.94 Lakhs and yet to be installed.

Note :

- Of these, 12,00,000 Equity shares of Gayatri Infra Ventures Limited have been pledged to IL & FS for the term loan availed by Gayatri Infra Ventures Limited

- Of these, 50,000 Equity shares of Gayatri Energy Ventures Pvt. Ltd. have been pledged to PTC India Limited for the loan availed by Thermal Powertech Corporation India Limited.

- Of these, 13,00,000 Equity shares of Gayatri Energy Ventures Pvt. Ltd. have been pledged to IFCI Limited for the loan availed by Gayatri Energy Venture Pvt. Ltd.

- Of these, 36,995 Equity shares of HKR Roadways Limited have been pledged to IL&FS Trust Company Limited for the loan availed by HKR Roadways Limited.

- Of these, 16,660 Equity shares of Indore Dewas Tollways Limited have been pledged to SBI Capital Security Trustee Company Limited for the Loan availed by Indore Dewas Tollways Limited.

- Of these, 11,58,251 Equity shares of Gayatri Sugars Limited have been pledged to Yes Bank Limited for the loan availed by Gayatri Sugars Limited.

* The principal amount is repayable on demand and there is no repayment schedule.

INVENTORIES

Raw Materials, Construction materials, stores and spares are valued at weighted average cost. Expenditure incurred during the work in progress of contracts up to the stage of completion is carried forward as work-in-progress. Cost includes direct materials, work expenditure, labour cost and appropriate overheads.

* Margin Money Deposits with carrying amount of Rs. 8076.09 Lakhs (Previous year: Rs. 6986.30 Lakhs) are earmarked against Bank Guarantees /LCs taken by the company (or subsidiaries of the company)

* Rs.10.00 Lakhs paid to Statutory Auditors towards Rights Issue certification fee is charged to Rights Issue expenses.

** The exchange translation loss includes (a) exchange difference arising on buy back of 42 FCCB bonds amounting to Rs. 1190.99 lakhs and (b) the currency translation loss of Rs. 6732.60 lakhs (including current year loss of Rs. 3528.89 lakhs) as on 31st March 2012 on the outstanding 229 FCCB bonds of JPY 10,000,000 each.

5. LEASES

Disclosure under Accounting Standard - 19 "Leases", issued by the Institute of Chartered Accountants of India. The Company has taken various residential/ godown/office premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between 11 months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in Profit and Loss Account under Rent, Rates and Taxes.

6. Contingent Liabilities and Commitments

The details of the Contingent Liabilities and Commitments to the extent not provided as follows:

Rs.in Lakhs

Particulars As at As at 31st March, 2012 31st March, 2011

Contingent Liabilities

a) Claims against the company not acknowledged as debt

b) Guarantees given by the Banks towards performance & Contractual Commitments

i) issued on behalf of the Company 62,309.96 64,248.69

ii) Issued on behalf of Subsidiaries / Group Companies 16,105.52 27,462.24

c) Other money for which the company is contingently - - liable

d) Disputed Liability of Sales Tax, Service Tax and 1,547.12 1,547.12 Seignior age charges

Commitments

Corporate Guarantees given to group companies 5,64,166.00 5,71,166.00

7. Impairment of Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the accounting standard 28 on Impairment of assets. The recoverable amount of building, plant and machinery and computers has been determined on the basis of 'Value in use' method.

8. Joint Venture Loss not considered IJM-Gayatri Joint Venture

The IJM - Gayatri Joint Venture is a joint venture in which IJM Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited holds 40% share. The Joint venture has executed road works in Package I, II & III and AP 13 of NHAI, APSH 7 and APSH 8 in the State of Andhra Pradesh. The joint venture incurred excess of expenditure over income amounting to Rs 134.45 crores due to several contractual failures on part of the employer.

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 authorities. The joint venture has got favorable awards amounting to Rs.4587.36 lakhs at the arbitration stage and further the JV has got favorable orders amounting to Rs.419.18 Lakhs from the District Court. There is a substantial progress in the proceedings of the claims and the management is reasonably confident of recovery of these claims.

The management has also obtained independent legal opinion from eminent counsel in this regard who have opined on the recoverability of the claims. In view of this, the share of the losses of GPL (40%) in the joint venture is not provided in the books of the Company. 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.

9. Disclosure pursuant to Accounting Standard (AS) - 15(Revised) "Employee's Benefits":

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard - 15 (Revised) issued by the Institute of Chartered Accountants of India are as under:-

10. Segment Reporting

The Company's operations predominantly consist of providing infrastructure facilities.. Hence there are no reportable segments under Accounting Standard - 17. During the year under report, the Company's business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

Computation of Net Profit in accordance with Section 349 of the Companies Act, 1956

11. There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as on 31-03-2012.

Since the principal business of the Company is in construction activities, quantitative data as required by Part II Para ii, 4c, 4d of Schedule VI to the Companies Act, 1956 is not furnished.

12. The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

13. Amounts in the financial statements are presented in Rs. lakhs, except for per share data and as otherwise stated.

14. All amounts are rounded off to nearest thousand.

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Mar 31, 2011

1. Contingent Liabilities not provided for

(Rs.in Lacs)

S.No Particulars 2010-11 2009-10

1 Guarantees given by Banks towards performance & contractual commitments

a) Issued on behalf of Company 64,248.69 44,509.66

b) Issued on behalf of Subsidiaries /Group Companies 27,462.24 8,232.51

2 Corporate guarantees given to Group companies 5,71,166.00 33,566.00

3 Disputed Liability of Sales Tax, Service Tax and Seigniorage Charges 1,547.12 1,530.42

4 Estimated amounts of contracts remaining to be executed on capital account and not provided for — —

2. Issued and Subscribed Share Capital

i) During the year, 25 Foreign Currency Convertible Bonds (FCCB) holders opted for conversion and as a result the Company has allotted 2,86,718 equity shares of Rs 10/- each at a premium of Rs 278/-, being the minimum SEBI floor price prescribed in the offering circular of FCCB's.

ii) 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.

3. Loan Funds: Secured Loans:

a) Debentures

i) The Company has issued during the year 520 11.50% Secured Redeemable Non-Convertible Debentures (NCDs) of Rs 10,00,000/- each on private placement in the form of Separately Transferable Redeemable Principal Parts (STRPPs) for cash at par aggregating Rs. 5200 Lacs. The Debentures are secured by the pari passu first charge on the fixed assets of a group company and redeemable in the 3rd, 4th and 5th year in the ratio of 30:30:40 and the earliest date of redemption being 1st December 2013.

ii) Debentures Redemption Reserve: Rs.1300.00 lacs has been credited as Debenture Redemption Reserve during the year and is carried as part of the Reserves & Surplus in the Balance Sheet.

b) Term Loan from Banks

Term Loans availed from banks and others are secured by hypothecation of specific assets, comprising of plant and machinery and construction equipment, acquired out of the said loans and personal guarantees of Directors.

c) Working Capital Facilities

Fund based and non-fund based working capital facilities from the consortium of Banks are secured by:

i) Hypothecation against first charge on stocks, books debts and other current assets of the Company both present and future ranking pari passu with consortium banks.

ii) Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking pari passu with consortium banks.

iii) Equitable mortgage of properties belonging to promoters, directors, group companies.

iv) Personal guarantee of promoter directors, group companies/firms and relatives.

d) Equipment & Vehicle Loans from Others

Equipments and Vehicle loans availed are secured by hypothecation of specific equipments and vehicles acquired out of the said loans.

Unsecured Loans:

e) Foreign Currency Convertible Bonds (FCCBs):

i) The company had issued 308 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) (considered as a non-monetary liability) of Japanese Yen (JPY) 10,000,000 each aggregating to JPY 308,00,00,000 redeemable on 1st August 2012 at 120.414% of its principal amount. The bond holders had an option to convert these bonds into equity shares from and including 12th September 2007 to and including 27th July 2012 at an initial conversion price of Rs.378.35 per share with a fixed rate of exchange on conversion at Rs.0.3303 per JPY. As per the terms of the issue, the conversion price of the Bonds is subject to price reset and the revised reset price of the Bonds during the year 2010-11, is Rs.288/- per share which is in terms with the offering circular.

ii) Out of the total bonds, 12 bonds are already converted into equity shares in the earlier year and in the current year 25 bonds were converted into equity shares leaving balance of 271 bonds as at the date of Balance Sheet. If all the outstanding bonds are converted into equity shares at the revised reset price, then the share capital of the company will increase by around 31.08 lacs equity shares of Rs.10/- each.

iii) The Bonds may be redeemed in whole but not in parts, at the option of the issuer at any time on or after 3rd August, 2010 and on or prior to 3rd August 2012 subject to fulfillment of certain conditions. Unless previously redeemed, purchased, converted or cancelled, the bonds will mature on 3rd August 2012 at 120.414% of its principal amount.

iv) The Company continues to classify the outstanding liability (towards FCCB convertible into shares at the option of the holders), as a non-monetary liability as in its view the current fall in the market price of the company's share price is a temporary aberration.

4. Investments:

i) Gayatri Sugars Ltd

Market value of the investment in Gayatri Sugars Limited as at 31st March 2011 is Rs. 87.64 Lacs which is lesser than the carrying amount in the Balance Sheet by Rs. 205.46 Lacs. In the opinion of the Management, the diminution in the value of investment is purely temporary in nature hence provision for the same is not provided for in the books.

ii) Gayatri Energy Ventures Private Limited (GEVL)

During the year, the Company has invested Rs 26,800.00 Lacs (2680 Lacs equity shares of Rs.10/- each at a premium of Rs.990/- per share) in Gayatri Energy Ventures Private Limited (GEVL), a wholly owned subsidiary of the Company. GEVL is setting up power projects through its subsidiaries and associates.

7. Impairment of Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the accounting standard 28 on Impairment of assets. The recoverable amount of building, plant and machinery and computers has been determined on the basis of 'Value in use' method.

8. Joint Venture Losses not considered

a) IJM-Gayatri Joint Venture

The IJM – Gayatri Joint Venture is a joint venture in which IJM Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited holds 40% share. The Joint venture has executed road works in Package I, II & III and AP 13 of NHAI, APSH 7 and APSH 8 in the State of Andhra Pradesh. The joint venture incurred excess of expenditure over income amounting to Rs 134.45 crores due to several contractual failures on part of the employer.

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 authorities. There is substantial progress in the proceedings in the arbitration and the management is reasonably confident of recovery of these claims.

The management has also obtained independent legal opinion from eminent counsel in this regard who have opined on the recoverability of the claims. In view of this, the share of the losses of GPL (40%) in the joint venture is not provided in the books of the Company. 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) Other Joint ventures

Profit / (Loss) of all other joint ventures, other than the above, are recognized in the book of accounts.

10. Related party transactions as per Accounting Standard 18 Details of related parties:

Subsidiary Companies

Gayatri Energy Ventures Pvt.Ltd

Gayatri Infra Ventures Ltd

Bhandara Thermal Power Corporation Ltd

HKR Roadways Limited

Step-down Subsidiaries Companies

Gayatri Lalitpur Roadways Ltd

Gayatri-Jhansi Roadways Ltd

Thermal Powertech Corporation India Ltd

Associated Companies

Hyderabad Expressways Limited

Cyberabad Expressways Limited

Western UP Tollway Limited

Balaji Highways Holding Limited

(Considered as Subsidiary as per AS-21 for consolidation)

Indore Dewas Tollways Limited

(Considered as Subsidiary as per AS-21 for consolidation)

Entities in which KMP are interested

Deep Corporation Pvt. Ltd

Indira Constructions Pvt. Ltd

Gayatri Tissue & Papers Ltd

Gayatri Sugars Ltd

Gayatri Hi-Tech Hotels Ltd

Gayatri Housing Ventures Pvt. Ltd

Gayatri Hotels & Theaters Pvt. Ltd

Amaravathi Thermal Power Pvt.Ltd.

Gayatri Bio-Organics Limited

TSR Foundation

Dr.T.Subbarami Reddy (HUF)

Balaji Charitable Trust

Key Management Personnel (KMP)

Mr. T.V.Sandeep Kumar Reddy

Mr. J.Brij Mohan Reddy

Mrs.T.Indira Reddy

Joint Ventures

Gayatri RNS Joint Venture

IJM Gayatri Joint Ventures

Gayatri Ranjit Joint Venture

RNS Gayatri Joint Venture

Gayatri - GDC Joint Venture

Gayatri – BCBPPL Joint Venture

Jaiprakash Gayatri JV

Gayatri ECI Joint Venture

Gayatri – Ratna Joint Venture

MEIL-GAYATRI-ZVS-ITT Consortium

Simplex Gayatri Consortium

Gayatri-JMC Joint Venture

Viswanath - Gayatri Joint Venture

12. Segment Reporting

The Company's operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard – 17. During the year under report, the Company's business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

13. Leases

Disclosure under Accounting Standard – 19 "Leases", issued by the Institute of Chartered Accountants of India. The Company has taken various residential/godown/office premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between 11 months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in Profit and Loss Account under Rent, Rates and Taxes.

15. Consolidated Financial Statements

As per the listing agreement entered with the Stock Exchanges, accounting standards notified by Government and provisions of Sec 212 of the Companies Act, 1956, audited financial statements of the Subsidiaries, Associate Companies and Joint ventures for the year 2010-11 were consolidated and annexed.

17. Dues to Micro and Small Enterprises:

On the basis of information available with the Company, there are no dues outstanding for more than 45 days to Small Scale Industrial Undertaking (SSI). The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

18. The unpaid dividend includes Rs. 2.29 Lacs (Previous year – Rs 1.52 Lacs), which will be transferred to the Investor Education & Protection Fund, if it remains unpaid or unclaimed as per the provisions of the Companies Act, 1956.

22. Since the principal business of the Company is in construction activities, quantitative data as required by Part II Para ii, 4c, 4d of Schedule VI to the Companies Act, 1956 is not furnished.

24. Prior Period Adjustment includes share of losses of the company of earlier years in Gayatri-ECI Joint Venture of Rs.1240.47 Lacs

25. Figures of previous year have been regrouped/ rearranged/ reclassified wherever necessary to confirm to the current year presentation.

26. All amounts are rounded off to nearest thousand.

27. Schedule 1 to 19 form an integral part of accounts

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Mar 31, 2010

1. Contingent Liabilities not provided for

Rs.in Lacs

S.No Particulars 2009-10 2008-09

1 Guarantees given by Banks towards performance & contractual commitments :

a) Issued on behalf of Company 44509.66 41248.84

b) Guarantees given to Subsidiaries/Group Companies 8232.51 31.38

2 Corporate guarantees given to Group companies 33566.00 16696.00

3 Disputed Liability of Sales Tax, Service Tax and Seigniorage Charges 1530.42 1643.99

4 Estimated amounts of contracts remains to be executed on - - capital account and not provided for.

2. a) Share Capital:

During the year, the Company has allotted 10,00,000 equity shares of Rs10/- each at a premium of Rs175/- on preferential basis to M/s Reliance Capital Trustee Co. Ltd - Reliance Infrastructure Fund.

b) Share Warrants:

During the year the Company has allotted 10,00,000 Share warrants on a preferential basis to the promoters of the Company at a price of Rs. 142.52 per warrant with a right to apply and be allotted Equity Shares of the Company of Rs. 10/- each at a premium of Rs. 132.52 per share within a period not exceeding 18 months from the date of allotment. The Company is in receipt of Rs. 356.30 Lacs as 25% advance against the said share warrants allotted. The promoter has a right to exercise to subscribe for the warrants on or before 13th March 2011.

3. Loan Funds: Secured Loans:

a) Term Loan:

Term Loans availed from banks and others are secured by hypothecation of specific assets, comprising plant and machinery, and construction equipment, acquired out of the said loans and personal guarantees of Directors.

b) Working Capital Facilities:

Fund based and non-fund based working capital facilities from the consortium of Banks are secured by:

i) Hypothecation against first charge on stocks, books debts and other current assets of the Company both present and future ranking pari pasu with consortium banks.

ii) Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking pari passu with consortium banks.

iii) Equitable mortgage of properties belonging to Promoters, Directors, group companies.

iv) Personal guarantee of promoter Directors, group companies/firms and relatives.

c) Vehicle Loans:

Vehicle loans availed are secured by hypothecation of vehicles acquired out of the said loans.

Unsecured Loans:

FCCB BONDS:

The Company has issued 308 FCCB Bonds of JPY 10000000 each aggregating to JPY 308,00,00,000 due in the year 2012 equivalent to Rs.10173.24 Lacs. The bonds are listed in the Singapore Stock Exchange. Out of the above, 12 Bonds of value of JPY 120 million were converted in the year 2007-08 leaving a balance of 296 Bonds of JPY 10000000 each equivalent to Rs.9776.88 Lacs. During the year under review the company has not received any request for conversion of the Bonds.

4. Investments:

i) Gayatri Sugars Ltd

Market value of the investment in Gayatri Sugars Limited as at 31st March 2010 is Rs. 123.98 Lacs which is lesser than the carrying amount in the Balance Sheet by Rs. 169.12 Lacs. In the opinion of the Management, the diminution in the value of investment is purely temporary in nature hence provision for the same is not provided for in the books.

ii) Gayatri Energy Ventures Private Limited (GEVL)

GEVL is a wholly owned subsidiary of the company and it is establishing mega coal based power project at Krishnapatnam, Andhra Pradesh State in collaboration with the Sembcorp Industries Ltd, Singapore. During the current year the Company has invested Rs. 3034.17 Lacs in GEVL. The investment to the extent of shares allotted is shown in the Investment schedule and the balance in the Loan and Advances schedule.

Investment in Equity Shares of GEVL have been pledged in favour of PTC India Limited for a loan of Rs.100.00 crores sanctioned to Thermal Powertech Corporation of India Ltd (a wholly owned subsidiary of GEVL)

5. Impairment of Assets

In the opinion of the management, there are no impaired assets requiring provision for impairment loss as per the accounting standard 28 on Impairment of assets. The recoverable amount of building, plant and machinery and computers has been determined on the basis of ‘Value in use method.

6. Joint Venture Losses not considered

a) IJM-Gayatri Joint Venture

The IJM - Gayatri Joint Venture is a joint venture in which IJM Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited holds 40% share. The Joint venture has executed road works in Package I, II & III and AP 13 of NHAI, APSH 7 and APSH 8 in the State of Andhra Pradesh. The joint venture incurred excess of expenditure over income amounting to Rs. 134.45 crores due to several contractual failures on part of the employer.

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 authorities. 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.

The management has also obtained independent legal opinion from eminent counsel in this regard who have opined on the recoverability of the claims. In view of this, the share of the losses of GPL (40%) in the joint venture is not provided in the books of the Company. 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) Gayatri - ECI JV

Gayatri-ECI J V, a joint venture between ECI Engineering & Construction Company Limited and Gayatri Projects Limited with a sharing ratio of 50:50. The joint venture is executing road projects in Assam, namely AS-10,AS-11 and AS-27 awarded by NHAI.

The joint venture due to extraneous and law and order problems in the State could not progress the work as planned and hence incurred losses of Rs. 2963 Lacs till year 2008-09. 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 has started, the losses incurred in the earlier years can be recovered from these profits. Hence, the losses in the joint venture are not considered by the parent company.

c) Other Joint ventures

Profit / (Loss) of all other joint ventures, other than the above, are recognized in the books.

7. Employees Benefits:

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard – 15 (Revised) issued by the Institute of Chartered Accountants of India are as under:-

8. Segment Reporting:

The Companys operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard – 17. During the year under report of the Companys business has been carried out only in India. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

9. Leases:

Disclosure under Accounting Standard – 19 "Leases", issued by the Institute of chartered Accountants of India. The Company has taken various residential/godowns/offices premises (including Furniture and Fittings if any) under lease and license agreements for periods which generally range between 11 months to 3 years. These arrangements are renewable by mutual consent on mutually agreed terms. Under some of these arrangements the Company has given refundable security deposits. The lease payments are recognized in Profit and Loss Account under Rent, Rates and Taxes.

10. Consolidated Financial Statements:

As per the listing agreement entered with the Stock Exchanges, accounting standards notified by Government and provisions of Sec 212 of the Companies Act, 1956, Audited financial statements of the Subsidiaries, Associate Companies and Joint ventures for the year 2009-10 were consolidated and annexed.

The Company has applied for approval from Central Government under section 212(8) of the Companies Act, 1956 for not attaching the annual reports of subsidiary companies.

The Companys interest in Subsidiaries, Associates and Jointly Controlled Entities as on March 31, 2010 and its proportionate share in the Assets, Liabilities, Income and Expenditure of the entities consolidated as on that date are given below:

11. Dues to Micro and Small Enterprises:

On the basis of information available with the Company, there are no dues outstanding for more than 30 days to Small Scale Industrial Undertaking (SSI). The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

12. The unpaid dividend includes Rs. 1.52 Lacs (Previous years – Rs. 0.86 Lacs) to be transferred to the Investor Education & Protection Fund.

13. Since the principal business of the Company is construction activities, quantitative data as required by Part II Para ii, 4c, 4d of Schedule VI to the Companies Act, 1956 is not furnished.

14. Figures of previous year have been regrouped/ rearranged/ reclassified wherever necessary to confirm to the current year presentation.

15. All amounts are rounded off to nearest thousand.

16. Schedule 1 to 18 form an integral part of accounts