To the Members,

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

Financial Results (Standalone)

Rs. in Lakhs

Review of Operations

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

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

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

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

Future Outlook

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

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

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

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

Dividend

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

Share Capital

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

Material Changes and Commitments affecting the Financial Position of the Company

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

Board Meetings

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

Directors and Key Managerial Personnel

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

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

Composition of Audit Committee

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

Mr. Ch. Hari Vittal Rao - Chairman

Dr. V. L. Moorthy - Member

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

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

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

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

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

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

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

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

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

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

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

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

Director’s Responsibility Statement

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

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

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

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

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

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

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

Subsidiaries Companies, Associates and Joint Ventures:

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

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

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

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

Extract of Annual Return

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

Consolidated Financial Statements

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

Statutory Auditors and Their Report

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

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

Secretarial Audit

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

Disclosures:

a) Deposits

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

b) Conservation of energy

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

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

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

c) R & D Technology absorption

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

d) Foreign Exchange Earnings - NIL

Details of Adequacy of Internal Financial Controls

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

Particulars of Loans, Guarantees or Investments

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

Management Discussion & Analysis

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

Risk Management Policy

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

Whistle Blower Policy/Vigil Mechanism

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

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

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

Corporate Social Responsibility Policy

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

Significant & Material Orders Passed by the Regulators

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

Contracts or Arrangements with Related Parties

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

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

Fixed Deposit

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

Cost Audit

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

Particulars of Employees

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

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

Listing with Stock Exchanges

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

Corporate Governance and Shareholders Information

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

Business Responsibility Report

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

Acknowledgment

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

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

For and on Behalf of the Board

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

Chairperson Managing Director

DIN:00009906 DIN:00005573

P. Sreedhar Babu CS I. V. Lakshmi

Chief Financial Officer Company Secretary & Compliance Officer

Place: Hyderabad.

Date: 14th August, 2018