Gayatri Highways Ltd

AGM approves appointment of Statutory Auditors for five-year term; no changes to Board or KMP

AGM Details

• AGM held on 29 September 2026 at 3:30 PM via Video Conferencing or OAVM.
• Voting via remote e-voting and AGM e-voting; cut-off date 22-09-2026.

Resolutions & Outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements; Passed with 99.9994% for.
• Resolution 2 (Ordinary): Appoint PPKG & Co as Statutory Auditors; Passed with 99.9994% for.
• Resolution 3 (Ordinary): Re-appoint PPKG & Co as Statutory Auditors; Passed with 99.9994% for.
• Resolution 4 (Ordinary): Approve RPT loan up to Rs 150 crore with GPL; Passed with 99.5904% for.

Auditor Appointments

• Statutory auditors M/s. PPKG & Co were appointed to fill casual vacancy and re-appointed.

Material Related Party Transactions

• Approval for related party loan up to Rs 150 crore with GPL.

AGM Details & Governance

• Date and time: 29 September 2026 at 3:30 PM IST via VC/OAVM.
• Held without physical presence at the registered office.
• Quorum verified; meeting chaired by Mr. M.V. Narasimha Rao.
• Remote e-voting facility extended; members may vote at AGM.
• Scrutinizer for voting: Mr. C. N. Kranthi.
• Statutory auditors present: Mr. Giridhari Toshniwal.
• Secretarial auditor present: Mr. V. Shankar.
• Previous statutory auditors PRSV & Co. LLP present for 2025-26 audit.
• Company Secretary in Practice introduced: Mr. Pragallapati Raj Kumar.
• Notice of AGM circulated and read.
• Chairman welcomed Directors, KMPs and Auditors.

Gayatri Highways Ltd: Trading Window closed from 1 October 2026 till 48 hours after the declaration of unaudited financial results for the second quarter.

Financials

• Total income 5,205.83 Lakhs (standalone) in FY2025-26.
• Revenue from operations 1,455.15 Lakhs in FY2025-26.
• PAT 2,053.16 Lakhs; Basic EPS 0.86.
• EBIDA 3,567.55 Lakhs for FY2025-26.
• Net worth is negative at (17,171.98) Lakhs.
• Gearing ratio is (2.35)x.
• Net debt stands at 40,309.55 Lakhs.
• Equity capital 4,793.04 Lakhs; Reserves (21,965.02) Lakhs.

Capital and liquidity

• Total borrowings: 40,372.24 Lakhs; non-current 31,863.06, current 8,509.18.
• Cash and cash equivalents: 1,255.90 Lakhs; Escrow: 1,098.40.
• Net debt: 40,309.55 Lakhs; gearing: -2.35x.
• Dividend declarations: none.

Governance & audit

• PRSV & Co. LLP resigned; M/s PPKG & Co. appointed as Statutory Auditors.
• Term: five-year appointment from the 20th AGM to 25th AGM.
• Board comprises six Independent Directors; 6/6 attendance at meetings.
• Secretarial audit: MR-3; no qualifications reported.
• Going concern basis adopted despite ongoing losses.

Related party transactions

• Material RPT: lending up to ₹150 Crores to Gayatri Projects Limited (GPL).
• RPTs are 384% of annual turnover; GPL turnover 23.61%.
• RPT approvals: Audit Committee and Board; shareholder approval sought.
• GPL not eligible to vote on Item 4 per LODR.

Subsidiaries & joint ventures

• Subsidiaries: Balaji Highways Holding Pvt Ltd and Indore Dewas Tollways Ltd (100%).
• Jointly controlled: Hyderabad Expressways, Cyberabad Expressways, HKR Roadways, Gayatri Jhansi, Gayatri Lalitpur.
• IDTL under CIRP; liquidation ongoing; nil transactions 01/04/2023–30/10/2023.
• HKR Roadways held for sale; sale to Cube Highways; SPA dated 12 Feb 2026.

Outlook & risks

• Union Budget 2026-27 infra capex at ₹12.22 lakh crores; PPP focus.
• Infrastructure risk guarantee fund and PPP pipeline to boost private participation.
• Digital project management and ESG focus expected to improve execution.

HKR stake sale completion

• Completion of sale of 49% stake in HKR Roadways Limited on 24 September 2026.
• Consideration received: Rs 57.32 Crores for the 49% stake.
• Buyer: Cube Highways and Infrastructure VPTE Limited; not promoter group.
• Not a related party transaction; conducted at arm's length.
• Disclosures filed under Schedule II and Schedule III of SEBI LODR Regulations.
• Securities Purchase Agreement executed on 12 February 2026.
• FY2024-25 HKR net profit contribution: Rs 711.65 Lakhs (0.63%).

HKR stake sale completion

• Sale of 49% equity in HKR Roadways Limited completed.
• Completion date: 24 September 2026.
• Consideration: around ₹200 crore, plus up to ₹48 crore contingent on WPI.
• Buyer: Cube Highways and Infrastructure PTE Limited; not related party; arm's length.
• HKR FY2024-25 net profit contribution to Gayatri: ₹711.65 Lakhs (0.63%).
• Disclosure under Schedule II/III of LODR submitted; Annexure-1 provided.

No director or KMP changes; statutory auditor appointed to fill casual vacancy