Gayatri Highways Limited (GHL) has relinquished all its rights including but not limited to rights to receive dividend, right of voting, right to appoint directors, right to receive any money from SMTL with effect from 6th January, 2025 which was approved by the members through postal ballot and SMTL is ceased to be subsidiary in GHL.

i. Sai Maatarini Tollways Limited (SMTL)

Gayatri Highways Limited (GHL) has initially impaired its Investment in FY 2022-23 based on IndAS-36 - “Impairment of Assets”. As per the clause 9 of Ind AS 36, GHL has tested it investments in SMTL for impairment and estimated the recoverable amount of the investment as zero based on the IDBI (the Lead Bank of SMTL) provided sanction letter vide dated 15 July, 2022, with the terms and conditions which contain the following:

“SMTL/its Sponsors shall recompense the lenders, from all the present and future payments from NHAI, in relation to the project, towards Termination payment or any claim by SMTL or its sponsors or any other identified/unidentified claims, if any. The said payments from NHAI shall be for the sole benefit of Lenders (Senior Lenders and Sub-debt Lenders) and shall be deposited in escrow account maintained with lead bank or in any other account identified by the lead bank for the benefit of Lenders”.

As per the above sanction letter, the bank clearly mentioned that any claims received by the SMTL is payable only to the Lenders and not to sponsors (Equity or Quasi-Equity). Further, Sai Maatarini Tollways Limited (SMTL) has entered into a settlement agreement with NHAI towards the full and final settlement of all dues and Claims vide dated 30.03.2023. As per IDBI sanction letter, the investment of GHL (Equity and Quasi-Equity (ZISL)) in SMTL is not realizable and any claim amounts will be paid only to the lenders.

Accordingly, GHL has impaired its Equity Investment and written off the instruments entirely equity in nature in SMTL. During the current financial year 2024-25, GHL has relinquised its rights in SMTL (refer above note) and derecognised the investment, accordingly impairment loss earlier recognised is derecognised.

ii. Indore Dewas Tollways Limited (IDTL)

Gayatri Highways Limited (GHL) has initially impaired its Investment in FY 2022-23 based on the clause 9 of Ind AS 36 - “Impairment of Assets”, GHL has tested it investments in IDTL for impairment and estimated the recoverable amount of the investment as zero based on the following basis:

The IDTL’s Project was terminated by NHAI and the toll collections are taken over by NHAI vide its letter dated 27.05.2022. Further, Loan accounts of IDTL have become NPA and Lenders have filed the cases before DRT and NCLT (under IBC) for recovery of loan.

The conciliation/settlement offer of the Company for Rs.270 Crores was not accepted by NHAI. Further, NHAI has informed that they will not pay anything to the company towards termination payment as the premium due to NHAI is more than the termination payment. In fact as per books of IDTL, the balance premium amount of Rs.566 Crores as on 31st March, 2023 is payable by IDTL to NHAI. The IDTL bank accounts are freezed and no operations are allowed except payment to IDTL lenders. The amount realizable from NHAI will not be sufficient to repay the senior lenders dues which are Rs.585.52 Crores as on 31st March, 2023.

As per the above, any amount realizable from NHAI the lenders will be adjusted to senior lenders dues and nothing will be available to Equity or Quasi-Equity.

Accordingly, GHL has impaired its Equity Investment and written off the instruments entirely equity in nature in IDTL. The following are the Investments impaired w.r.t. IDTL:

iii. Balaji Highways Holding Private Limited (BHHPL)

Gayatri Highways Limited (GHL) has initially impaired its Investment in FY 2023-24 based on the clause 9 of Ind AS 36 - “Impairment of Assets”, GHL has tested it investments in BHHPL for impairment and estimated the recoverable amount of the investment as zero based on following basis:

1) The net worth of the BHHPL as on 31st March 2024 is negative Rs.14.07 Lakhs.

2) There are no regular operations generating revenue.

3) Only investment of BHHPL is in IDTL which was already in losses and the value of investment is impaired. Accordingly, GHL has impaired its Equity Investment in BHHPL. Further, the net worth of the BHHPL as on 31st March, 2025 is negative Rs.15.21 Lakhs.

Note on Investments held for sale

The Company is actively looking to sell its entire stake held in HKR Roadways Limited to prospective buyers. Accordingly, the investments held by the Company in HKR Roadways Limited is reclassified as Investments held for sale (under Current Assets) in accordance with Ind AS 105 Non-Current Assets held for sale and Discontinued operations.

No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is partner, a director or a member.

Trade receivables are non-interest bearing and are generally receivable on presentation of invoice.

Trade Receivables Ageing Schedule:

(i)Undisputed Trade receivables considered good and unsecured:

- Outstanding for following periods from due date of payment

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing annual general meeting.

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.

iii) The above facilities carry an annual interest rate of 15% (31st March 2024: 15%).

iv) Settlement Agreement - The company entered into a settlement agreement dated 14th September 2020 with Gayatri Projects Limited and IL&FS Financial Services Limited (IFIN). As per this, the existing principal outstanding f 8,409.83 Lakhs will be repaid in 11 equal monthly instalments commencing from 15.09.2020 including interest accrued thereon.

v) The company had defaulted in repayment of Term loan of ? 3,822.65 Lakhs and interest of ,193.21 Lakhs there on and the same is outstanding to IFIN as on 31st March 2025. (refer note no.16)

vi) Interest on above term loan was recognized only on principal amount, as the company has not received any Balance confirmation from IFIN. Further the interest is recognised only upto 31st March, 2023.

vii) Short-term borrowings from related parties of ^7,904.70 Lakhs represents interest free loans repayable on demand.

viii) Terms of Preference Shares

a. The Company has only one class of 9% Non-convertible cumulative redeemable preference shares (NCRPS) having a par value of ? 10 per share. Each holder of preference shares is entitled to one vote per share in the matter of preference share holders. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing annual general meeting.

b. NCRPS shall be redeemed upon completion of a period of 10 years from the date on which they are issued. The tenure of the NCRPS may exceed 10 years from the date of issue, but shall in no circumstances exceed 20 years from the date of issue. However, any variation (extension or reduction) in the tenure of NCRPS will be subject to the mutual agreement of both parties.

c. As per the Indian accounting standard 32, a preference share that provides for mandatory redemption by the issuer for a fixed or determinable amount at a fixed or determinable future date, or gives the holder the right to require the issuer to redeem the instrument at or after a particular date for a fixed or determinable amount, is a financial liability. Accordingly, 9% Non-covertible cumulative redeemable preference shares were treated as a financial liability and the finance cost (as interest) on such liability was also recognised.

Impairment loss on certain investments in subsidiaries and joint ventures has been recognised considering the performance of these companies and their future projections.

The Company has long-term investments in subsidiaries which are measured at cost less impairment or at fair value through profit or loss. The management assesses the performance of these entities including the future projections, relevant economic and market conditions in which they operate to identify if there is any indicator of impairment in the carrying value of the investments. In case indicators of impairment exist, the impairment loss is measured by estimating the recoverable amounts based on available information. The recoverable amount estimates are based on judgments, estimates, assumptions and market data as on reporting date and ignore subsequent changes in the economic and market conditions.

During the year ended 31st March, 2024, the performance of subsidiaries coupled with the relevant economic and market indicators resulted in indicators of impairment in respect of certain entities. Accordingly, the Company determined the recoverable amounts of the long term assets and other exposures related to these entities and recorded a provision of Rs. 10 lakhs for the year ended 31st March, 2024.

28 Employee Benefits Gratuity

The Company has a defined benefit gratuity plan and governed by payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment.

The Company’s risk management is carried out by a central treasury department (of the group) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such interest rate risk, credit risk and investment of excess liquidity.

a. Credit risk

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortized cost and deposits with banks and financial institutions.

Credit risk management

The finance function of the Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics.

Significant increase in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due. A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

Expected credit loss for trade receivables under simplified approach

The Company recognises significant income from toll road on the basis of actual collection and hence there are no significant outstanding. Hence, as the Company does not have significant credit risk, it does not present the information related to ageing pattern. The company has widespread customer base and no single customer accounted for 10% or more of revenue in any of the years indicated.

During the periods presented, the Company made no write-offs of trade receivables and it does not expect to receive future cash flows or recoveries from collection of cash flows previously written off.

b. Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.

Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

32 Capital Management

The Company’s objectives when managing capital are to:

Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Company monitors its capital using gearing ratio, which is net debt divided by total equity. Net debt includes long term borrowings, short term borrowings, current maturities of long term borrowings less cash and cash equivalents and other bank balances.

36 The Company’s principal objectives are to provide infrastructural facilities either on its own or through incorporating and investing in special purpose vehicles. Consequently, the Company has significant investments in its jointly controlled companies and other entities. On the basis of assessment of the nature of business of the Company, duly supported by an independent opinion from an expert, the management is of the view that the Company is not a Non banking financial institution under the provisions of Section 45-IA of the Reserve Bank of India Act, 1934.

37 Going Concern

Company has been incurring operating losses during the past years and the current liabilities of the Company exceed its current assets. Notwithstanding the above, the accompanying financial statements have been prepared on going concern basis as the management believes that the subsidiaries, associates and jointly controlled entities will generate sufficient cash flows to support the Company in foreseeable future.

38 Segment reporting

The Company primarly engaged in the business of "construction, operations and maintenance of roads, highways, vehicle bridges and tunnels and toll roads", which is as per Indian Accounting Standard - 108 on "Operating Segment" is considered to be the only reportable business segment. The company is operating in India which is considered as a single geographical segment.

39 Other information forming part of the financial statements

a) Capital Work in Progress

No Capital Work in Progress exist in the books of accounts of the company as at the reporting date.

b) Intangible Assets under Development

No Intangible Assets under Development exist in the books of accounts of the company as at the reporting date.

c) Benami property

The company does not have any proceedings that have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

d) Borrowings from Banks or Financial Institutions on the Basis of Security of Current Assets

The company has not obtained any borrowings on the basis of security of Current Assets during the reporting period.

e) Title deeds of Immovable Property not held in name of the Company

No immovable property held in the name of the company, hence no such property exist in the company’s books of accounts as at reporting date.

f) Wilful Defaulter

The company is not declared as wilful defaulter by any bank or financial Institution or other lender from whom the borrowings are obtained.

g) Charges or Satisfaction yet to be registered with Registrar of Companies beyond the statutory period

The company has no charges or satisfaction yet to registered with Registrar of companies as at the reporting date.

j) Corporate Social Responsibilty related Disclosures

CSR is not applicable to the company , as neither of company’s turnover exceeded 1000 crores nor networth exceeded 500 crores nor net profit exceeded 5 Crores during the preceeding financial year.

k) Details of Crypto or Virtual Currency

The Company does not hold any investments in the form of Crypto or Virtual Currency.

l) Derivative Instruments and other Un-hedged foreign currency exposure

There are no derivative contracts oustanding at the close of the year.

40 Events after the reporting period

There were no events occuring after the balance sheet date affecting the aforesaid financial statement.

41 Previous year’s figures have been regrouped / reclassified wherever necessary to conform to the current year’s classification / disclosure.

42 Figures have been rounded off to the nearest rupees in Lakhs.

This is the Summary of Material

Accounting Policies and Other Explanatory Information referred to in our report of even date