Annual Report for the FY 2025-26

GAYATRI GHL/SE/2026-27 03"4 September, 2026 The General Manager The Manager Department of Corporate Services Listing Department BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Fort Bandra East, Mumbai-400 051 Mumbai-400 001 BSE Scrip Code of Company: 541546 NSE Scrip Symbol of Company: GAYAHWS Dear Sir/Madam, Sub: Submission of Notice of the 20 Annual General Meeting and Annual Report for the FY 2025-26 under Regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This is to inform that the 20th Annual General Meeting of the members of the Company will be held on Tuesday, 29th September, 2026 at 3:30 P.M through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without the physical presence of the Members at a common venue in compliance with the provisions of the Companies Act, 2013 and rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (Listing Regulations) , read with General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 2/2022, 10/2022, 09/2023, 09/2024 and 03/2025 dated 08th April, 2020, 13th April, 2020, 5th May, 2020, 13th January, 2021,05th May, 2022, 28th December, 2022, 25th September, 2023, 19th September, 2024 and 22nd September, 2025 respectively, (collectively referred to as ‘MCA Circulars’) and Circulars dated 12th May, 2020, 15th January, 2021, 13th May, 2022, 5th January, 2023 , 07th October, 2023 and 3rd October, 2024 (collectively referred to as ‘SEBI Circulars’), to transact the businesses as set out in the Notice convening the 20th e-AGM. Pursuant to Regulation 34(1) and Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company for the Financial Year 2025-26 along with the Notice of 20 Annual General Meeting for the Financial Year 2025-26 (Please refer Page No. 4 to 23) which will be sent to the Members by e-mail. The Annual Report for the financial year 2025-26 is also available on the website of the Company i.e. https://www.gayatrihighways.com/annual-report.html. Further, in terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management & Administration) Rules, 2014 (as amended), and Regulation 44 of SEBI Listing Regulations, the Company will provide to its members the facility to cast their vote(s) on all resolutions set forth in the Notice by electronic means ("e-voting") or voting through electronic means during the AGM, on the businesses specified in the Notice convening the 20 AGM of the Company. This is for your information and record. Thanking you, Yours faithfully, For Gayatri Highways Limited P. Raj Kumar GAYATRI HIGHWAYS LIMITED Registered & Corporate Office : _ 5" Floor, A Block, TSR Towers, 6-3-1090, Raj Bhavan Road, Somajiguda, T+91 40 40024262 E-mail : ghl@gayatrihighways.com Hyderabad 500 082. Telangana, India. www.gayatrihighways.com CIN : L45100TG2006PLC052146 GAYATRI HIGHWAYS LIMITED 20th Annual Report 2025-26 Gayatri Lalitpur Roadways Limited Gayatri Jhansi Roadways Limited HKRRoadways Limited CONTENTS S.No. Particulars Page No 1 Corporate Information 1 2 Key Financial Indicators 3 3 Notice 4 4 Board’s Report 24 5 Management Discussion and Analysis 59 6 Report on Corporate Governance 81 7 CEO & CFO Certification 103 8 Auditors’ Report on Standalone Financial Statements 104 9 Standalone Financial Statements 114 10 Auditors’ Report on Consolidated Financial Statements 152 11 Consolidated Financial Statements 162 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. M.V. Narasimha Rao Independent Director Mr. G. Jagannadha Rao Independent Director Mr. Krishnamurthy Chaturvedi Independent Director Ms. P. Laxmi Independent Director Mr. D. Balarama Krishna Independent Director Ms. V. Sindhuja Pothapragada Independent Director KEY MANAGERIAL PERSONNEL Mr. K.G. Naidu Chief Executive Officer Mr. P.K. Sahoo Chief Financial Officer Mr. P. Raj Kumar Company Secretary & Compliance Officer AUDIT COMMITTEE Mr. M.V. Narasimha Rao Chairman Mr. G. Jagannadha Rao Member Ms. P. Laxmi Member NOMINATION AND REMUNERATION COMMITTEE Mr. G. Jagannadha Rao Chairman Mr. M.V. Narasimha Rao Member Ms. P. Laxmi Member STAKEHOLDERS’ RELATIONSHIP COMMITTEE Ms. P. Laxmi Chairperson Mr. G. Jagannadha Rao Member Mr. M.V. Narasimha Rao Member CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE Mr. M.V. Narasimha Rao Chairman Mr. G. Jagannadha Rao Member Ms. P. Laxmi Member Gayatri Highways Limited 20th Annual Report 2025-26 REGISTERED & CORPORATE OFFICE 5th Floor, A Block, 6-3-1090, TSR Towers, Rajbhavan Road, Somajiguda, Hyderabad – 500 082, Telangana. Email: cs@gayatrihighways.com Website: www.gayatrihighways.com CIN: L45100TG2006PLC052146 Phone : 040-40024262 STATUTORY AUDITORS M/s PPKG & Co., Chartered Accountants 5-8-352, 701, 7th Floor Raghav Ratna Towers Chirag Ali Lane, Abids Hyderabad – 500 001 INTERNAL AUDITORS Ms. K.V. Meher Vani (Represented by Shalang Advisory Services (OPC) Pvt. Ltd.) Chartered Accountant 1-7-1, Level 1, TSR Complex, Park Lane, Sardar Patel Road, Secunderabad– 500003, Telangana. SECRETARIAL AUDITORS M/s. V. Shankar & Co. Company Secretaries, 303, Block-A, Legend Commercial Complex, 3-4-770 & 136, Opposite ICICI Bank, Above Keshav Medicals, Barkatpura, Hyderabad-500027, Telangana. REGISTRAR AND SHARE TRANSFER AGENT KFin Technologies Limited, (Formerly known as KFin Technologies Private Limited) Selenium Building, Tower No. B, Plot No.31&32, Financial District Nanakramguda, Serilingampally Hyderabad, Rangareddy Telangana - 500 032 India Toll Free / Tel: 1800 309 4001 WhatsApp Number : (+91) 9100094099 Email: einward.ris@kfintech.com; anandan.k@kfintech.com KFINTECH Corporate Website: www.kfintech.com RTA Website: ris.kfintech.com KPRISM (Mobile Application) : http://kprism.kfintech.com/signup Gayatri Highways Limited 20th Annual Report 2025-26 Key Financial Indicators (Amount in lakhs) DESCRIPTION 2025-26 2024-25 2023-24 2022-23 2021-22 Income 5205.83 2586.66 2,362.72 2,203.57 983.68 Profit/(Loss) Before Tax 2085.63 30.67 (61.94) (700.90) (1507.03) Profit/(Loss) After Tax 2053.16 30.67 (67.25) (700.90) (1507.03) EBIDA 3567.55 1546.66 1455.42 1385.91 630.77 Equity Capital 4793.04 4793.04 4793.04 4793.04 4793.04 Reserves & Surplus (21965.02) (24022.62) (24040.38) (23967.92) (6169.72) Net Worth (17171.98) (19229.58) (19247.34) (19174.88) 16510.83 Gross Block 28.52 28.10 28.10 48.29 32.07 Net Block 4.02 8.69 15.38 22.27 10.16 Book Value ( ) Per Share (7.17) (8.02) (8.03) (8.00) 6.89 EPS ( ) Basic 0.86 0.01 (0.03) (7.46) (0.63) Face Value 2 2 2 2 2 Gayatri Highways Limited 20th Annual Report 2025-26 NOTICE Notice is hereby given that the 20th Annual General Meeting (‘AGM”) of the Members of Gayatri Highways Limited (“Company”) will be held on Tuesday, the 29th day of September, 2026 at 3.30 P.M [IST] through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without the physical presence of the Members at a common venue (deemed to be conducted at the Registered Office of the Company) to transact the businesses mentioned below: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Standalone Financial Statements (including the Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2026 together with the Board’s Report and Auditor’s Report thereon. SPECIAL BUSINESS: 2. To approve the appointment of M/s. PPKG & Co., Chartered Accountants (Firm Registration No. 009655S), as Statutory Auditors of the Company to fill casual vacancy caused by resignation of the existing Statutory Auditors. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 139(8), 141 and 142 of the Companies Act, 2013, read with the Companies [Showing first 8,000 characters — download PDF for full document]