17 ^th April, 2026
------------------------------	--	--	--	--	--	--

GHL/SE/2026-27	17t April, 2026
The General Manager	The Manager
Department of Corporate Services	Listing Department
BSE Limited	The National Stock Exchange of India
Phiroze Jeejeebhoy Towers	Limited
Dalal Street, Fort	Bandra Kurla Complex
Mumbai-400 001	Bandra East, Mumbai-400 051
Scrip Code: 541546	Scrip Code: GAYAHWS

Dear Sir/Madam,

Sub: Postal Ballot Notice -Reg.

With reference to the above stated subject, please find enclosed herewith the Postal Ballot Notice pursuant to Section 108, Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 for seeking consent of the Shareholders for the following:

S.	Particulars
No.
1	Approval for Material Related Party Transaction with HKR Roadways Limited,
	Associate Company for alteration / modification / amendment / varying of the
	terms and conditions of the Cumulative Redeemable Preference Shares and
	waiver of redemption premium amount receivable up to an amount of Rs.150
	Crores on such shares held by the Company in HKR Roadways Limited.
2	Approval for Material Related Party Transaction for entering loan transaction for
	up to an amount of Rs.50 Crores with Gayatri Jhansi Roadways Limited,
	Subsidiary Company.
3	Approval for Material Related Party Transaction for entering loan transaction for
	up to an amount of Rs.50 Crores with Gayatri Lalitpur Roadways Limited,
	Subsidiary Company

This is for your information and record.

Thanking you, Yours faithfully,

For Gayatri Highways Limited S

^~Z O P. Raj Kumar 7 RAJ KUMAR PRAGALLAPATI Digitally signed by RAJ KUMAR PRAGALLAPATI Date: 2026.04.17 14:18:40 +05'30'

Company Secretary & Compliance

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 : [email protected] Hyderabad 500 082. Telangana, India. www.gayatrihighways.com CIN : L45100TG2006PLC052146

GAYATRI HIGHWAYS LIMITED

CIN: L45100TG2006PLC052146 Registered Office: 5t Floor, A Block, TSR Towers, 6-3-1090, Rajbhavan Road, Somajiguda, Hyderabad, Telangana — 500082. Tel No: 040 - 40024262 Email ID: [email protected] Website: www.gayatrihighways.com

NOTICE OF POSTAL BALLOT

Dear Member(s),

VOTING STARTS ON	VOTING ENDS ON
Tuesday, 21% April, 2026	Wednesday, 20 May, 2026
AM at 9:00 (IST)	at 5:00 PM (IST)

Notice of Postal Ballot is hereby given pursuant to Section 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 ('Act') read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ('Rules'), Regulation 44 and all other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Secretarial Standard on General Meetings ('SS-2°) issued by the Institute of Company Secretaries of India ('ICSI'), Circulars prescribed for conducting postal ballot through remote e-voting process by the Ministry of Corporate Affairs, ('MCA Circular([s]') and the Securities and Exchange Board of India ('SEBI Circular[s]'), and any other applicable laws, regulations, rules, guidelines, policies, notifications, circulars, directions, clarifications, faq's, orders for removal of difficulties, advisory, guidance notes or changes, if any, including any statutory modification or re-enactment thereof for the time being in force, to transact the special business as set out hereunder by passing Ordinary Resolutions, as mentioned in the Notice, by the Members of Gayatri Highways Limited ('Company'), through postal ballot ('Postal Ballot') by way of Remote E-Voting process only ('E-Voting').

An Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice ('Notice" or 'Postal Ballot Notice').

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice in electronic form only to those Members whose e-mail addresses are registered with the Company / Depository Participant(s) / Registrar and Share Transfer Agent as on Wednesday, 15% April, 2026 (' Cut-off Date').

Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the E-voting system.

In compliance with Regulation 44 of the Listing Regulations and Section 108 and 110 of the Act read with the Rules, SS-2, MCA Circulars and SEBI Circulars, the Company is providing E-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of KFin Technologies Limited ('KFin' or 'RTA") for the purpose of providing E-voting facility to its Members.

The instructions for E-voting are appended to this Notice. The Notice is also available on the website of the Company www.gayatrihighways.com.

The E-voting period shall commence at 9:00 Hours (IST) on Tuesday, 21st April, 2026, and shall end at 5:00 PM (IST) on Wednesday, 20th May, 2026.

Members desiring to exercise their vote through the E-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 PM (IST) on Wednesday, 20" May, 2026. The E-voting facility will be disabled by KFin immediately thereafter and will not be allowed beyond the said date and time.

Based on the Scrutinizer's Report the results of Postal Ballot will be declared and announced on or before 5:00 PM (IST), Friday, 2074 May, 2026, and will be communicated to the BSE Limited and National Stock Exchange of India Limited, and to the RTA, and will be displayed on the website of the Company at https:// www.gayatrihighways.com.

The last date of E-voting, i.e. Wednesday, 20 May, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved with requisite majority and shall be deemed to have been passed as if passed at a General Meeting of the Members.

SPECIAL BUSINESS

Item No. 1:

Approval for Material Related Party Transaction with HKR Roadways Limited, Associate Company for alteration / modification / amendment / varying of the terms and conditions of the Cumulative Redeemable Preference Shares and waiver of redemption premium amount receivable up to an_amount of Rs.150 Crores on such shares held by the Company in HKR Roadways Limited

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Ordinary Resolution:

"RESOLVED THAT as approved and recommended by the Board of Directors ('Board'), of the Company, the approval of the Members of the Company be and is hereby accorded for alteration / modification / amendment / varying of the terms and conditions of the Cumulative Redeemable Preference Shares issued to the Company by HKR Roadways Limited ('HKRRL'), Associate Company, pursuant to the Share Purchase Subscription and Shareholders Agreement Dated 01/05/2021.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 55, 110 and other applicable provisions, if any, of the Companies Act, 2013 ('Act') read with the rules made thereunder, and based on the approval of the Audit Committee and approval of the Board of Directors of the Company ('Board'), the approval of the Members be and is hereby accorded for waiver of the redemption premium amount receivable on 12,00,217 (Twelve Lakh Two Hundred and Seventeen) Cumulative Redeemable Preference Shares of face value Rs.1,000/- (Rupees One Thousand only) each, up to an amount of Rs.150 Crores (Rupees One Hundred and Fifty Crores only).

RESOLVED FURTHER THAT pursuant to Regulation 23 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), and the Company's Policy on Related Party Transactions, and based on the approval of the Audit Committee and approval of the Board of Directors of the Company ('Board'), the approval of the Members of the Company be and is hereby accorded for material related party transaction with HKRRL for waiver of the redemption premium amount receivable by the Company up to an amount of Rs.150 Crores (Rupees One Hundred and Fifty Crores only).

RESOLVED FURTHER THAT the Board, Mr. K.G.Naidu, Chief Executive Officer, Mr. P.K.Sahoo, Chief Financial Officer and Mr. P.Raj Kumar, Company Secretary of the Company be and are hereby severally authorized to represent, act, deal, discuss, negotiate, finalise, enter, sign, submit, rectify the terms and conditions of waiver of the redemption premium amount receivable, and execute all such letters, contracts, agreements, deeds, understandings and all such documents as required, and to do all such acts, deeds, matters and things as may be necessary, expedient, proper or desirable in absolute discretion, and to settle all questions, difficulties or doubts that may arise in this regard at any stage, including giving authority / delegating the powers to others, without requiring the Company and the Board to secure any further consent or approval from the Members of the Company in this matter."

Item No. 2:

Approval for Material Related Party Transaction for entering loan transaction for up to_an_amount of Rs.50 Crores with Gayatri Jhansi Roadways Limited, Subsidiary Company

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Regulation 23(4) and applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), applicable provisions of the Companies Act, 2013 ('Act') and the rules made thereunder, and based on the approval of the Audit Committee and approval of the Board of Directors of the Company ('Board'), the consent of the Members be and is hereby accorded to the Board for material related party transaction, to borrow / lend by way of loan or inter-corporate deposit or any form of financial assistance from / to Gayatri Jhansi Roadways Limited ('GJRL'), Subsidiary Company up to an amount of Rs.50,00,00,000/- (Rupees Fifty Crores only) from time to time, at the Board's discretion, on such terms and conditions (including interest rate, security, tenure, repayment schedule and covenants) as may be mutually agreed between the Company and GJIRL.

RESOLVED FURTHER THAT the Board, Mr. K.G.Naidu, Chief Executive Officer, Mr. P.K.Sahoo, Chief Financial Officer and Mr. P.Raj Kumar, Company Secretary of the Company be and are hereby severally authorized to negotiate, finalise and execute all necessary contracts, agreements, undertakings, deeds, documents, understandings, security documents (if any), writings and papers, and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution, including delegation of any or all the powers to anyone, as may be necessary, including signing, filing, submitting, representing in respect thereof, and to take all such necessary steps as the Board may direct from time to time in its absolute discretion or desirable or expedient or deem necessary, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to give effect to this resolution to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

Item No. 3:

Approval for Material Related Party Transaction for entering loan transaction for up to an_amount of Rs.50 Crores with Gayatri Lalitpur Roadways Limited, Subsidiary Company

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

to borrow / lend by way of loan or inter-corporate deposit or any form of financial assistance from / to Gayatri Lalitpur Roadways Limited ('GLRL'), Subsidiary Company up to an amount of Rs.50,00,00,000/- (Rupees Fifty Crores only) from time to time, at the Board's discretion, on such terms and conditions (including interest rate, security, tenure, repayment schedule and covenants) as may be mutually agreed between the Company and GLRL.

RESOLVED FURTHER THAT the Board, Mr. K.G.Naidu, Chief Executive Officer, Mr. P.K.Sahoo, Chief Financial Officer and Mr. P.Raj Kumar, Company Secretary of the Company be and are hereby severally authorized to negotiate, finalise and execute all necessary contracts, agreements, undertakings, deeds, documents, understandings, security documents (if any), writings and papers, and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution, including delegation of any or all the powers to anyone, as may be necessary, including signing, filing, submitting, representing in respect thereof, and to take all such necessary steps as the Board may direct from time to time in its absolute discretion or desirable or expedient or deem necessary, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to give effect to this resolution to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

By the order of the Board of Directors of Gayatri Highways Limited

Sd/- P. Raj Kumar Place: Hyderabad Company Secretary and Compliance Officer Date: 13™ April, 2026 Membership No. A23289

NOTES AND INSTRUCTIONS:

1. The Explanatory Statement pursuant to Section 102 of the Act read with rules made thereunder, as amended, setting out the material facts and reasons relating to the special business(es) to be transacted as mentioned in Item No. 1 to 3 is annexed and forms part of this Postal Ballot Notice.
1. This Notice is being sent electronically to all the Members whose names appear in the Register of Members or Register of Beneficial Owners as received from DPs /RTA and whose e-mail address is registered with the Company / RTA / DP as on Wednesday, 15th April, 2026 ('Cut-off Date').
1. The Notice is being sent in electronic form only and the physical copy of the Notice along with the Postal Ballot Form and pre-paid business envelope will not be sent to the Members. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting system only.
The voting rights of the members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off Date.
A person who is not a member as on the Cut-off Date should treat this Notice for information purpose only.
Members may note that the Notice will also be available on the Company's website at www.gayatrihighways.com and website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and website of RTA at https://evoting. kfintech.com.
Members whose e-mail address is not registered and who wish to receive the Notice(s) and all other communications from the Company, from time to time, may get their email address registered by submitting Form ISR-1 with the Company or RTA. In case of shares held in demat form, Members are requested to write to their respective DPs / RTA.
The Company has engaged the services of KFin Technologies Limited ('KFin') as the agency to provide e-voting facility.
The instructions for e-voting are provided in the Postal Ballot Notice and Members may cast their vote by following the instructions provided in the Notes to the Notice.
10 . The Postal Ballot e-voting facility will be available during the following period:

Commencement of e-voting	From 9:00 AM (IST) on Tuesday, 21%" April, 2026
End of e-voting	Upto 5:00 PM (IST) on Wednesday, 20™ May, 2026

1. Once the vote on a resolution(s) is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.
1. The Members may please note that the e-voting shall not be allowed beyond the abovementioned date and time.
13 . The Company has appointed Mr. C.N. Kranthi Kumar, Company Secretary in Practice, (M.No:F9255, CP No:13889, UC: 12014AP1227000, Peer Review No. 6218/2024) as Scrutinizer for conducting the Postal Ballot voting process in accordance with the law and in a fair and transparent manner.
1. The results declared along with the Scrutinizer's Report will be forwarded to BSE Limited and National Stock Exchange of India Limited on or before 5:00 PM (IST), Friday, 22° May, 2026 from the conclusion of e-voting and will also be displayed on the website of the Company at https:/ www.gayatrihighways.com besides being communicated to the Stock Exchanges. The results declared along with the Scrutinizer's report will be forwarded to BSE Limited and National Stock Exchange of India Limited.
1. The resolution if approved, shall be deemed to have been passed on the last date of e-voting i.e., Wednesday, 20® May, 2026 subject to receipt of the requisite number of votes in favour of the resolution.
1. All documents referred to in the Notice and explanatory statement will be available electronically for inspection without any fee by the Members from the date of circulation of this Notice until the last date of e-voting. Members seeking to inspect such documents can send an e-mail to company's email id [email protected]
1. A member cannot, exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorized representatives. Institutional / Corporate Members are requested to send a scanned copy in pdf / jpg format of the Board Resolution / Power of Attorney authorising its representatives to vote pursuant to Section 113 of the Act, through e-mail at kranthisarkar369(@ gmail.com with a copy marked to [email protected]
1. The instructions for e-voting is as under:
1) Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode.

Type of	Login Method
member
Individual members holding securities in demat mode with NSDL	A. Instructions for existing Internet-based Demat Account Statement ("IDeAS") facility Users: Visit the e-services website of NSDL https://eservices.nsdl.com. i. On the e-services home page click on the "Beneficial Owner" icon under "Login" ii. under 'IDeAS' section. A new page will open. Enter the existing user id and password for accessing IDeAS. iii. iv. After successful authentication, members will be able to see e-voting services under 'Value Added Services'. Please click on "Access to e-voting" under e-voting services, after which the e-voting page will be displayed. Click on company name, i.e., Gayatri Highways Limited or e-voting service v. provider, i.e., KFin. vi. Members will be re-directed to KFin's website for casting their vote during the e
	voting period. B. Instructions for those Members who are not registered under IDeAS: Visit https://eservices.nsdl.com for registering. i. ii. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg jsp. ii. Visit the e-voting website of NSDL https://www.evoting.nsdl.comy/. iv. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholder / Member' section. A new screen will open.

	v. Members will have to enter their User ID (i.e., the sixteen digits demat account
	number held with NSDL), password / OTP and a Verification Code as shown on
	the screen.
	vi. After successful authentication, members will be redirected to NSDL Depository
	site wherein they can see e-voting page.

	Click on company name, i.e., Gayatri Highways Limited, or e-voting service vii.
	provider name, i.e. KFin, after which the member will be redirected to e-voting
	service provider website for casting their vote during the e-voting period.
	C. NSDL Mobile App
	Members can also download the NSDL Mobile App "NSDL Speede" facility by
	scanning the QR code for seamless voting experience.

	NSDL Mobile App is available on " B
	AppStore Google Play



Individual	A. Instructions for existing users who have opted for Electronic Access To
members	Securities Information ("Easi / Easiest") facility:
holding	Visit https:/web.cdslindia.com/myeasi/home/login or www.cdslindia.com.
i. ii. Click on New System MyEasi.
securities in demat mode	iii. Login to MyEasi option under quick login.

with CDSL	iv. Enter the registered user ID and password for accessing Easi / Easiest.
	v. Members will be able to view the e-voting Menu.
	vi. The Menu will have links of KFin e-voting portal and will be redirected to the e
	voting page of KFin to cast their vote without any further authentication.
	B. Instructions for users who have not registered for Easi / Easiest
	https://web.cdslindia.com/myeasi/Registration/EasiR egistration Visit for i.
	registering.
	ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
	iii. After successful registration, please follow the steps given in point no. A above to
	cast your vote.

	C. Alternatively, instructions for directly accessing the e-voting website of CDSL
	Visit www.cdslindia.com. i.
	ii. Provide Demat Account Number and PAN.
	iii. System will authenticate user by sending OTP on registered mobile and email as

	recorded in the Demat Account.
	iv. After successful authentication, please enter the e-voting module of CDSL. Click
	on the e-voting link available against the name of the Company, viz., 'Gayatri
	Highways Limited" or select KFin.
	v. Members will be re-directed to the e-voting page of KFin to cast their vote

	without any further authentication.

Individual	A. Instructions for login through Demat Account / website of Depository Participant
members
login	Members can also login using the login credentials of their demat account through i.
through their	their DP registered with the Depositories for e-voting facility. ii. Once logged-in, members will be able to view e-voting option. Upon clicking on e-voting option, members will be redirected to the NSDL / i. CDSL website after successful authentication, wherein they will be able to view the e-voting feature.
demat
accounts /
Website of
Depository
Participant(s)	Click on options available against Gayatri Highways Limited or KFin. ii.
	Members will be redirected to e-voting website of KFin for casting their vote iii.
	during the e-voting period without any further authentication.

	Important note: Members who are unable to retrieve User ID / Password,

are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:

Securities	Please contact NSDL helpdesk by sending a request at [email protected]
held with	or call at toll free no.: 1800 1020 990 and 1800 22 44 30
NSDL
Securities	Please contact CDSL helpdesk by sending a request at [email protected]
held with	or contact at 022-23058738 or 022-23058542-43
CDSL

i1) Method of login / access to KFin e-voting system in case of all members holding shares in physical mode and non-individual members holding shares in demat mode.

Type of	Login Method
member
Members	A. Instructions for Members whose e-mail IDs are registered with the Company /
whose e-mail	Depository Participant(s)
IDs are	Members whose e-mail IDs are registered with the Company / Depository Participant(s)
registered	will receive an email from KFin which will include details of E-voting Event Number
with the	(EVEN), USER ID and password. They will have to follow the following process:
Company /
Depository	Launch internet browser by typing the URL: https://evoting.kfintech.com/. i.
Participant(s)
	Enter the login credentials (i.e., User ID and password). In case of physical folio, ii.
	User ID will be EVEN (E-Voting Event Number) followed by folio number. In case
	of Demat account, User ID will be your DP ID and Client ID. However, if a member
	is registered with KFin for e-voting, they can use their existing User ID and
	password for casting the vote

Type of	Login Method
member
	iii. After entering these details appropriately, click on "LOGIN".
	iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@.,#\$, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, e-mail ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confidential.
	Members would need to login again with the new credentials. v.
	vi. On successful login, the system will prompt the member to select the "EVEN", viz., 'Gayatri Highways Limited and click on "Submit".
	vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, a member may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
	viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.
	ix. Voting has to be done for each item of the Postal Ballot Notice separately. In case members do not desire to cast their vote on any specific item, it will be treated as abstained.
	Members may then cast their vote by selecting an appropriate option and click on x. "Submit".
	A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to xi. modify. Once members have voted on the resolution, they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution.
	Xii. Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutinizer through e-mail to [email protected] with a copy to [email protected]. The file scanned image / pdf file of the board resolution should be in the naming format "Corporate Name".
Members	Procedure for Registration of email and Mobile: securities in physical mode
whose e-mail
IDs are	not Physical shareholders are hereby notified that based ion SEBI Circular number:
registered	SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16th, 2023, All holders of

Type of	Login Method
member
with Company / Depository	the physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail Participants(s) ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.
	Form ISR by the can be obtained following link: 1 https://ris kfintech.com/clientservices/isc/default.aspx
	ISR Form(s) and the supporting documents can be provided by any one of the following modes.
	a) Through 'In Person Verification" (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or b) Through hard copies which are self-attested, which can be shared on the address below; or
	Plot No 31 & 32, Name KFIN Technologies Limited Selenium Building, Tower-B, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana Financial District, India - 500 032.
	mode by Through with following electronic e-sign the link: c¢) https://ris kfintech.com/clientservices/isc/default.aspx#
	Detailed FAQ can be found on the link: https:/ris kfintech.com/faq.html
	For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

i) Method for obtaining user id and password for members who have forgotten the User ID and password.

Members who have forgotten the user id and password, may obtain / retrieve the same Members
who	have in the manner mentioned below:
forgotten the User ID and password	If the mobile number of the member is registered against Folio No. / DP ID Client ID, the i, member may send SMS: MYEPWD E-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399 Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890
	If e-mail ID of the member is registered against Folio No. / DP ID Client ID, then on the ii. home page of https://evoting kfintech.com, the member may click 'Forgot password' and enter Folio No. or DP ID Client ID and PAN to generate a password. iii. Members may send an email request to [email protected]. If the member is already

registered with the KFin e-voting platform, then such member can use his / her existing
User ID and password for casting the vote through e-voting.
iv. Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that may be required.

19.In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting kfintech.com. In case of any queries / concern / grievances, you may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Gachibowli, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032, India, at email: [email protected] or 1-800-309-4001 (toll free).
1. KPRISM- Mobile service application by KFin Members are requested to note that KFin has launched a mobile application - KPRISM and website https://kprism.kfintech.com for online service to members. Members can download the mobile application, register themselves (one time) for availing host of services, viz., consolidated portfolio view serviced by KFin, dividend status and send requests for change of address, change / update bank mandate. Through the mobile application, members can download annual reports, standard forms and keep track of upcoming general meetings and dividend disbursements. The mobile application is available for download from Android Play Store and Google Play Store.

By the order of the Board of Directors of Gayatri Highways Limited

Sd/- P. Raj Kumar Place: Hyderabad Company Secretary and Compliance Officer Date: 13™ April, 2026 Membership No. A23289

STATEMENT SETTING OUT THE FOLLOWING MATERIAL FACTS CONCERNING EACH ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ('ACT') AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED ('SEBI LISTING REGULATIONS')

Item No.1: Approval for Material Related Party Transaction with HKR Roadways Limited, Associate Company for alteration / modification / amendment / varying of the terms and conditions of the Cumulative Redeemable Preference Shares and waiver of redemption premium amount receivable up to an amount of Rs.150 Crores on such shares held by the Company in HKR Roadways Limited

Gayatri Highways Limited ('Company') has entered Share Purchase Subscription and Shareholders Agreement Dated 01/05/2021 with HKR Roadways Limited ('HKRRL'), Associate Company and holds 12,00,217 (Twelve Lakh Two Hundred and Seventeen) Cumulative Redeemable Preference Shares ('CRPS') of face value of Rs.1,000/- (Rupees One Thousand only) each in HKRRL.

In accordance with the provisions of the Companies Act, 2013 ('Act') -

(a) no such shares shall be redeemed unless they are fully paid;

(b) no such shares shall be redeemed except out of the profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of such redemption;

(c) where such shares are proposed to be redeemed out of the profits of the company, there shall, out of such profits, be transferred, a sum equal to the nominal amount of the shares to be redeemed, to a reserve, to be called the Capital Redemption Reserve Account, and the provisions of this Act relating to reduction of share capital of a company shall, except as provided in this section, apply as if the Capital Redemption Reserve Account were paid-up share capital of the company.

HKRRL in the capacity of issuing company of aforesaid CRPS has represented to the Company that it does not have adequate profits available for payment of the redemption premium of the CRPS.

So it is proposed that the Company to provide consent in the capacity of Preference Shareholder of HKRRL for alteration / modification / amendment / varying of the terms and conditions of the CRPS issued, and to waive the redemption premium receivable from HKRRL in respect of the CRPS up to an amount of Rs.150 Crores (Rupees One Hundred and Fifty Crores only) , in order to facilitate redemption of the preference shares.

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended, any transaction with a related party shall be considered material if the transaction(s) entered into/to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower ('Criteria'), and shall require prior approval of the shareholders by means of an Ordinary Resolution.

The aforesaid limits are applicable even if the transactions are in the ordinary course of business of the Company and at an arm's length basis. Further, Regulation 2(1)(zc) of the SEBI Listing Regulations defines a "Related Party Transaction" ('RPT') to include a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit any related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.

Since HKRRL is an Associate Company of the Company and qualifies as a related party under the provisions of the Act and SEBI Listing Regulations, the proposed waiver of redemption premium receivable from HKRRL constitutes as material related party transaction.

The Audit Committee of the Company has reviewed the material terms of the proposed transaction including the rationale, justification and financial implications thereof, and has noted the certificate placed before it, signed by the Chief Executive Officer and Chief Financial Officer of the Company, confirming that the proposed transaction is in the interest of the Company. Based on its evaluation, the Audit Committee has recommended the proposal to the Board of Directors for approval.

The Board of Directors in their meeting held on 13 April, 2026, and based on the approval of the Audit Committee, approved the proposed waiver of redemption premium receivable from HKRRL amounting up to Rs.150 Crores (Rupees One Hundred and Fifty Crores only), subject to the approval of the Members.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties (whether such related party(ies) is a party to the aforesaid transaction or not) shall not vote to approve the resolutions set out under Item No.1.

Except as mentioned above, none of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives is/are concerned or interested, either directly or indirectly, financially or otherwise, in the resolutions mentioned at Item No.1 of the Notice.

On the basis of the consideration and approval of the Audit Committee, the Board of Directors of the Company recommend to the Members to pass the Ordinary Resolution.

Details of the proposed transactions with HKRRL being a related party of the Company, including the information pursuant to Industry Standards on Related party Transactions read with applicable SEBI Circulars and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s) and information to be placed before shareholders are provided below:

(a) Information as placed before the Audit Committee in the format as specified in the RPT Industry Standards for consideration while seeking prior approval of the proposed RPT(s), to the extent applicable and information to be placed before shareholders are provided below:

A(1). Basic details of the related party

S. No.	Particulars of the information	Information provided by the
		management
1.	Name of the related party	HKR Roadways Limited
	2. Country of incorporation of the related party	India
	3. Nature of business of the related party	Infrastructure Road Development
		Company

A(2). Relationship and ownership of the related party

S. No.	Particulars of the information	Information
		provided by the
		management
1.	Relationship between the listed entity/subsidiary' (in case of transaction involving the subsidiary) and the related party — including nature of its concern (financial or otherwise) and the Assocmte_ C(_)mpany to following:	HK_R_Roa(_iways L?nnted 1s an Gayatri Highways Limited
	Shareholding of the listed entity/ subsidiary (in case of e transaction involving the subsidiary), whether direct or indirect, in the related party.	12,06,995 Equity Shares of Rs.10/- each and 12,00,217 Cumulative Redeemable Preference Shares of Rs.1,000/- each
	Where the related party is a partnership firm or a sole e proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Not Applicable
	Shareholding of the related party, whether direct or e indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Nil

Explanation: Indirect shareholding shall mean shareholding
any which over held person, through the listed
entity/Subsidiary/ related party has control'.
While calculating indirect shareholding, shareholding hel.
by relatives *shall also be considered.

A(3).Details of previous transactions with the related party

S. No.	Particulars of the information	Information provided by the management
	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.	FY 2025-26 Nature of S.
Explanation: Details need to be disclosed separately for listed entity and its subsidiary.	(INR LAKHS) Transactions INo.
	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.	Nil
	Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the subsidiary during the last listed entity or its financial year.	Nil

A(4). Amount of the proposed transaction(s)

S. No.	Particulars of the information	Information provided by the management
	Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.	Aggregate value of the related party transactions up to an amount of Rs.150 Crores
	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
	Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year	288 % *

* numbers extracted from provisional financials for the FY 2025-26
Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction)		Not Applicable
Value of the proposed transactions as a percentage of the related party's annual consolidated turnover consolidated turnover not available, (if is calculation to be made on standalone turnover of immediately preceding related party) the for financial year, if available. * numbers extracted from provisional financials for the FY 2025-26		60 % *
Financial performance of the related party for the immediately preceding financial year: Explanations:	Particulars	*FY2025-26 (INR LAKHS)
The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis.	Turnover PProfit After Tax	25,298.18 (7,024.67)
* numbers extracted from provisional financials for the FY 2025-26	et Worth	(10,188.48)

A(5).Basic details of the proposed transaction

S. No.	Particulars of the information	Information provided by the management
1.	Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)	Waiver of redemption premium receivable by the Company upon redemption of Cumulative Redeemable Preference Shares
	Details of each type of the proposed transaction	Gayatri Highways Limited to provide consent in the capacity of Preference Shareholder of HKR Roadways Limited for alteration / modification / amendment / varying of the terms and conditions of the Cumulative Redeemable Preference Shares issued, and to waive the redemption premium amount receivable from HKR Roadways

	Limited in respect of the of Cumulative Redeemable Preference Shares 12,00,217 of face value Rs.1,000/- each held by Gayatri
	Highways Limited up to an amount of Rs.150 Crores
Tenure of the proposed transaction (tenure in number of years or months to be specified)	Twelve Months
'Whether omnibus approval is being sought?	No
Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise.	Aggregate value of the related party transactions up to an amount of Rs.150 Crores
Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	The proposed waiver of CRPS redemption premium enables Gayatri Highways Limited to facilitate timely redemption of its investment in HKR Roadways Limited and recover the principal amount, considering HKR's accumulated losses and limited ability to pay the premium. The waiver also accelerates economic resolution of a long-term receivable (otherwise payable in 2041), thereby improving liquidity and reducing recovery risk.
Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control.	Not Applicable
KMP a. Name of the director /	Not Applicable
b. Shareholding of the director / KMP, whether direct or indirect, in the related party	Not Applicable
A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	Not Applicable
Other information relevant for decision making.	Not Applicable

(b) Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT

The proposed waiver of CRPS redemption premium enables Gayatri Highways Limited to facilitate timely redemption of its investment in HKR Roadways Limited and recover the principal amount, considering HKR's accumulated losses and limited ability to pay the premium. The waiver also accelerates economic resolution of a long-term receivable (otherwise payable in 2041), thereby improving liquidity and reducing recovery risk.

Based on this assessment, the Audit Committee has approved the transaction with HKRRL up to an amount of Rs.150 Crores.

(c) Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards

The Audit Committee has also reviewed and taken note of the certificate placed before it, signed by the Chief Executive Officer and Chief Financial Officer of the Company, confirming that the terms of the proposed RPT(s) to be undertaken with HKRRL are in the interest of the Company.

Item No.2: Approval for Material Related Party Transaction for entering loan transaction for up to an amount of Rs.50 Crores with Gayatri Jhansi Roadways Limited, Subsidiary Company

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds 10% of annual consolidated turnover of the Company as per the last audited financial statements of the company, whichever is lower ('Criteria®) , and shall require prior approval of shareholders by means of an Ordinary Resolution.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. Further, Regulation 2(1)(zc) of the SEBI Listing Regulations defines a "Related Party Transaction" ('RPT') to include a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit any related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.

Since GJRL is a Subsidiary Company of the Company and qualifies as a related party under the provisions of the Act and SEBI Listing Regulations, the proposed Loan Transaction constitutes as material related party transaction.

It is in the above context that, Item No. 2 is placed for the approval of the Members of Gayatri Highways Limited ('Company').

The Audit Committee of the Company has conducted its independent evaluation of the material terms of the proposed transaction with Gayatri Jhansi Roadways Limited ('GJRL'). After a detailed review about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company, the Committee has confirmed that the transaction is being executed at arm's length basis and is in ordinary course of business, in complete compliance with applicable regulations and industry standards and comparable with transactions with unrelated parties.

The Board of Directors in their meeting held on 13% April, 2026, and based on the approval of the Audit Committee, approved the proposed Loan Transaction amounting up to Rs.50 Crores (Rupees Fifty Crores only), subject to the approval of the Members.

Based on this assessment, the Audit Committee has approved the transaction with GIRL for an aggregate value not exceeding Rs.50 Crores.

Please further note that, for Item No. 2, for the purpose of calculating the total amount of proposed RPTs as a percentage of annual consolidated turnover of the Company as of the immediately preceding financial year, the Audit Committee have considered the Criteria of Numbers extracted from provisional financials for the FY 2025-26 as the 'Preceding Financial Year' and exceeding 10% of annual consolidated turnover of the Company for the transaction of Rs.50 Crores (Rupees One Hundred and Fifty Crores only) with GIRL, Subsidiary Company.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve the resolutions under Item No. 2.

Except as mentioned above, none of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested either directly or indirectly, financially or otherwise, in the resolutions mentioned at Item No. 2 of the Notice.

On the basis of the consideration and approval of the Audit Committee, the Board of Directors of the Company recommend to the Members to pass the Ordinary Resolution.

Details of the proposed transactions with GJIRL being a related party of the Company, including the information pursuant to Industry Standards on Related party Transactions read with applicable SEBI Circulars and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s) and information to be placed before shareholders are provided below:

A(1). Basic details of the related party

S.	Particulars of the information	Information provided by the
No.		management
	1. Name of the related party	Gayatri Jhansi Roadways Limited
	2. Country of incorporation of the related party	India
	3. Nature of business of the related party	Infrastructure Road Development Company

A(2). Relationship and ownership of the related party

S. No.	Particulars of the information	Information provided by the management
1.	P - Relationship between the listed entity/subsidiary' (in case of transaction involving the subsidiary) and the related party - — including nature of its concern (financial or otherwise) and the following:	Gayatri Jhgns_l Roadways Limited a Subsidi is 1sa utoSI ary Gayatri Highways Limited
	Shareholding of the listed entity/ subsidiary (in case of o transaction involving the subsidiary), whether direct or indirect, in the related party.	51% Shareholding
	Where the related party is a partnership firm or a sole e proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Not Applicable
	Shareholding of the related party, whether direct or e indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Nil
	shall — mean Explanation: shareholding Indirect shareholding held through any person, over which the listed entity/Subsidiary/ related party has control'.
	While calculating indirect shareholding, shareholding] held by relatives >shall also be considered.

S. No.		Particulars of the information
1.	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the lastf financial year.	Major Maintenance works of Rs.2612.70
	Nature of S. No. Transactions	FY2025-2026 (INR LAKSH)	Lakhs
	Major 1 Maintenance yorks	Rs.2612.70
	entity and its subsidiary.	Explanation: Details need to be disclosed separately for listed
	2. Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.	Rs.2612.70 Lakh
3.	Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.		Nil

A(4). Amount of the proposed transaction(s)

S. No.	Particulars of the information	Information provided by the management
1.	Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.	Aggregate Val"? of the related party transactions up to an amount of Loan of Rs.50 Crores
2.	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
	3. Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year * numbers extracted from provisional financials for	96 % *
	the FY 2025-26 4. Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a	Not Applicable

transaction involving the subsidiary and where the listed entity is not a party to the transaction)
Value of the proposed transactions as a percentage of the related party's annual consolidated turnover consolidated turnover not available, (if is calculation to be made on standalone turnover of immediately preceding related party) the for financial year, if available. * numbers extracted from provisional financials for the FY 2025-26		200 % *
Financial performance of the related party for the immediately preceding financial year: Explanations: ) The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. thzl;{;'b%s?;.in;;;lcted from provisional financials for	Particulars [Turnover PProfit After Tax S Worth	FY 2025-2026* (INR LAKHS) a 4 2500.00 (340.25) 145168

A(5).Basic details of the proposed transaction

S. No.	Particulars of the information	Information provided by the management
1.	Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)	Giving/ Borrowing Loan
	2. Details of each type of the proposed transaction	Loan —Rs.50 Crores
	3. Tenure of the proposed transaction (tenure in number of years or months to be specified)	Three years
4.	Whether omnibus approval is being sought?	No
	Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- up financial year-wise.	Aggregate value 9fthe related party transactions up to ga;g%um of rores
6.	Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	As the services are being rendered to the subsidiary, the proposed transaction enables better coordination, optimal utilisation of resources, and overall cost efficiencies in the execution of the work

Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control.	Not Applicable
KMP a. Name of the director /	Not Applicable
b. Shareholding of the director / KMP, whether direct or indirect, in the related party	Not Applicable
A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	Not Applicable
Other information relevant for decision making.	Not Applicable

B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances or inter-corporate deposits given by the listed entity or its subsidia;

S. No.	Particulars of the information	Information provided by the management
1.	Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed	Realization of funds on sale of any assets or any operational ¥ev1;nue
	banks/ NBF Cs/insurance companies/housing finance companies.
2.	Where any financial indebtedness is incurred to give loan, inter- corporate deposit or advance, specify the following:	Nil
	Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies.
	a. Nature of indebtedness
	b. Total cost of borrowing
	c. Tenure
	d. Other details
3.	Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. L Note: ote:	G_ay_atrj Highways_ Lmnte_d or Gayatri - Jhansi Roadways
	(1) This ltelf! of disclosure zs.not app(zcable to listed bm.'tks/ ) ) ) ) NBF Cs/insurance companies/ housing finance companies. yanicers/ other lenders	Limited is not borrowing from
	(2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturity profile to the loan/ICD being granted by the listed entity.

	4. Proposed interest rate to be charged by listed entity or its subsidiary from the related party.	Nil
5.	Maturity / due date	3 Years from the date of giving the Loan
6.	Repayment schedule & terms	Single/Multiple Payment
7.	Whether secured or unsecured?	Unsecured
	If secured, the nature of security & security coverage ratio	Not Applicable
	9. The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction.	The funds will b_e used as per the Object Clause of the Memorandum of Association of the Company and General Corporate Purposes

B(5).Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary

S. No.	Particulars of the information	Information provided by the
		management
1.	Material covenants of the proposed transaction	The proposed loan will include standard arm's-length financial covenants covering interest rate, tenure, repayment terms, permitted use, default events, security (if any), prepayment rights and other customary commercial conditions
		to be finalised in the definitive loan
		agreement.
	2. Interestrate (in terms of numerical value or base rate and applicable spread)	Nil
	3. Cost of borrowing Note: This shall include all costs associated with the borrowing	Nil
4.	Maturity / due date	3 Years from the date of obtaining the Loan
5.	Repayment schedule & terms	Single/Multiple Payment
6.	Whether secured or unsecured	Unsecured
	7. If secured, the nature of security & security coverage 1atio	Not Applicable
8.	The purpose for which the funds will be utilized by the listed entity/ subsidiary	The funds will be used as per the Object Clause of Memorandum of Association of the Company and General Corporate Purposes

C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary

	Particulars of the information	Information provided by the
S. No.		management
1.	Latest credit rating of the related party	There are no borrowings from any Banks, hence credit rating is not applicable.
	Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any
	Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default.	Not Applicable
	Note: This information may be provided to th extent it is available in the public domain or a. may be provided by the related party upon request.
	[In addition, state the following: a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting;	Not Applicable
	b)Whether the been has party related declared a "wilful defaulter" by any of its and whether bankers such status is currently subsisting;	Not Applicable
	c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation;	Not Applicable
	d) Whether the related party, not being an MSME, from any of the suffers disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016.	Not Applicable
	no longes Past defaults are that ote: ubsisting and have been cured or regularize
	need not be disclosed.
	FY 2025-26	Nil
	FY 2024-25	Nil
	FY 2023-24	Nil

C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary

S.	Particulars of the information	Information provided by the
No.		management
	1 [Debt to Equity Ratio of the listed entity or its
	subsidiary based on last audited financiall
	statements

	ote: This shall not be applicable to liste
	banks/NBFC/insurance companies/housing)

	finance companies.
	a. Before transaction	Gayatri Highways Limited : (2.25)
	b. After transaction	Gayatri Highways Limited : (2.51)
	2. [Debt Service Coverage Ratio of the listed
	entity or its subsidiary based on last audited
	financial statements

	ote: This shall not be applicable to liste
	banks/NBFC/insurance companies/ housing]
	finance companies.

	a. Before transaction	N.A Gayatri Highways Limited :
	b. After transaction	N.A Gayatri Highways Limited :

(b) Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT

The Audit Committee of the Company has conducted its independent evaluation of the material terms of the proposed transaction with GJIRL. After a detailed review about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company, the Committee has confirmed that the transaction is being executed at arm's length basis and is in ordinary course of business, in complete compliance with applicable regulations and industry standards and comparable with transactions with unrelated parties.

Based on this assessment, the Audit Committee has approved the transaction with GIRL for an aggregate value not exceeding Rs.50 Crores.

(c) Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards

Item No.3: Approval for Material Related Party Transaction for entering loan transaction for up to an amount of Rs.50 Crores with Gayatri Lalitpur Roadways Limited, Subsidiary Company

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year 10% of annual consolidated turnover of the Company as per the last audited financial statements of the company, whichever is lower ('Criteria') , and shall require prior approval of shareholders by means of an Ordinary Resolution.

Since GLRL is a Subsidiary Company of the Company and qualifies as a related party under the provisions of the Act and SEBI Listing Regulations, the proposed Loan Transaction constitutes as material related party transaction.

It is in the above context that, Item No. 3 is placed for the approval of the Members of Gayatri Highways Limited ('Company').

The Audit Committee of the Company has conducted its independent evaluation of the material terms of the proposed transaction with Gayatri Lalitpur Roadways Limited ('GLRL'). After a detailed review about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company, the Committee has confirmed that the transaction is being executed at arm's length basis and is in ordinary course of business, in complete compliance with applicable regulations and industry standards and comparable with transactions with unrelated parties.

The Board of Directors in their meeting held on 13™ April, 2026, and based on the approval of the Audit Committee, approved the proposed Loan Transaction amounting up to Rs.50 Crores (Rupees Fifty Crores only), subject to the approval of the Members.

Based on this assessment, the Audit Committee has approved the transaction with GLRL for an aggregate value not exceeding Rs.50 Crores.

Please further note that, for Item No. 3, for the purpose of calculating the total amount of proposed RPTs as a percentage of annual consolidated turnover of the Company as of the immediately preceding financial year, the Audit Committee have considered the Criteria of Numbers extracted from provisional financials for the FY 2025-26 as the 'Preceding Financial Year® and exceeding 10% of annual consolidated turnover of the Company for the transaction of Rs.50 Crores (Rupees Fifty Crores only) with GLRL, Subsidiary Company.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve the resolutions under Item No. 3.

On the basis of the consideration and approval of the Audit Committee, the Board of Directors of the Company recommend to the Members to pass the Ordinary Resolution.

Details of the proposed transactions with GLRL being a related party of the Company, including the information pursuant to Industry Standards on Related party Transactions read with applicable SEBI Circulars and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s) and information to be placed before shareholders are provided below:

S. No.	Particulars of the information	Information provided by the
		management
1.	Name of the related party	Gayatri Lalitpur Roadways Limited
	2. Country of incorporation of the related party	India
	3. Nature of business of the related party	Infrastructure Road Development
		Company

A(1). Basic details of the related party

A(2). Relationship and ownership of the related party

S. No.	Particulars of the information	Information provided by the
1.	Relationship between the listed entity/subsidiary' (in case of transaction involving the subsidiary) and the related party — including nature of its concern (financial or otherwise) and the following:	management Gayatri Lalitpur Roadways Limited is a Subsidiary to Gayatri Highways Limited
	Shareholding of the listed entity/ subsidiary (in case of e transaction involving the subsidiary), whether direct or indirect, in the related party.	51 % Shareholding
	Where the related party is a partnership firm or a sole e proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving	Not Applicable
	the subsidiary). Shareholding of the related party, whether direct or e indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Nil
	Explanation: Indirect shareholding shall mean shareholding any which through over held person, the listed entity/Subsidiary/ related party has control'.
	While calculating indirect shareholding, shareholding hel. by relatives *shall also be considered.

A(3).Details of previous transactions with the related party

Particulars of the information
	financial year.	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last	Major Maintenance Advance of Rs.298.54 Lakhs
S.	Nature of No. Transactions	FY 2025-26 *(INR lakh)
Major Rs.298.54 1 Maintenance Advance
Explanation: Details need to be disclosed separately for listed entity and its subsidiary. * numbers extracted from provisional financials for the FY

2025-26
2. Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.	Rg208 54 Iakhs
3. Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.	Nil

A(4). Amount of the proposed transaction(s)

S. No.	Information provided by the Particulars of the information management
1.	Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.	Aggregate value of the related party transactions for up to an amount of Loan Rs.50 Crores
	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
	Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year * numbers extracted from provisional financials for the FY 2025-26	96 % *
	Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction)	Not Applicable
	Value of the proposed transactions as a percentage of the related party's annual consolidated turnover consolidated turnover not available, (if is calculation to be made on standalone turnover of immediately preceding related party) the for financial year, if available.	167%
	Financial performance of the related party for the immediately preceding financial year:
	Explanations:	Particulars	FY 2025-2026*
	The above information is to be given on standalone	[Turnover	(INR LAKHSS) 3020.00
	basis. If standalone is not available, provide on consolidated basis.	PProfit After Tax	(151.00)
	* numbers extracted from provisional financials for the FY 2025-26	et Worth	3718.37

A(5).Basic details of the proposed transaction

S. No.	Particulars of the information	Information provided by the management
1.	Specific type of the proposed transaction (e.g. sale of purchase of goods/services, giving goods/services, loan, borrowing etc.)	Giving/ Borrowing Loan
	2. Details of each type of the proposed transaction	Loan — Rs.50 Crores
	Tenure of the proposed transaction (tenure in number of years or months to be specified)	Three years
4.	Whether omnibus approval is being sought?	No
	Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one fi financial ial year, provide ide estimated estimated break-up break-up fi financial ial year- - wise.	"¢ Aggregate value of the a tran;:fi}(e)ispzi)t}tlo 0 Crores
	6. Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	As the services are being re.n(.iered to the subsidiary, the proposed transaction enables better coordination, optimal utilisation of resources, and overall cost efficiencies in the execution of the work
7.	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control.	Not Applicable
	KMP a. Name of the director /	Not Applicable
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	Not Applicable
	8. A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	Not Applicable
	9. Other information relevant for decision making.	Not Applicable

B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary

S. No.	Particulars of the information	Information provided by the
		management
1.	Source of funds in connection with the proposed transaction.	Realization of funds on sale of any assets or any-operational
	Note: This item of disclosure is not applicable to listed banks/ NBF Cs/insurance companies/housing finance companies.	revenue
2.	Where any financial indebtedness is incurred to give loan, inter- corporate deposit or advance, specify the following:	Nil i
	Note: This item of disclosure is not applicable to listed banks/ NBF Cs/insurance companies/ housing finance companies.
	a. Nature of indebtedness
	b. Total cost of borrowing
	c. Tenure
	d. Other details
3.	Rate of interest at which the listed entity or its subsidiary s is borrowing from its bankers/ other lenders. Note:	Gayatri Highways Lm_nted or Gayatri Lalitpur Roadways
	(1) This item of disclosure is not app].zcab]e to listed bm.'tks/ ) ) ) ) NBFCs/insurance companies/ housing finance companies. yanicars/ other lenders	Limited is not borrowing from
	(2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturity profile to the loan/ICD being granted by the listed entity.
4.	Proposed interest rate to be charged by listed entity or its subsidiary from the related party.	Nil
5.	Maturity / due date	3 Years from the date of giving the Loan
6.	Repayment schedule & terms	Single/Multiple Payment
7.	Whether secured or unsecured?	Unsecured
	8. If secured, the nature of security & security coverage ratio	Not Applicable
9.	The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction.	The funds will be used as per the Object Clause of the Memorandum of Association of the Company and General
		Corporate Purposes

S. No.	Particulars of the information	Information provided by the
		management
1.	Material covenants of the proposed transaction	The proposed loan will include standard arm's-length financial covenants covering interest rate, tenure, repayment terms, permitted use, default events, security (if any), prepayment rights and other customary commercial conditions to be finalised in the definitive loan agreement.
	2. Interest rate (in terms of numerical value or base rate and applicable spread)	Nil
	3. Cost of borrowing Note: This shall include all costs associated with the borrowing	Nil
	4. Maturity / due date	3 Years from the date of obtaining the Loan
5.	Repayment schedule & terms	Single/Multiple Payment
6.	Whether secured or unsecured	Unsecured
	7. If secured, the nature of security & security coverage ratio	Not Applicable
8.	The purpose for which the funds will be utilized by the listed entity/ subsidiary	The funds will be used as per the Object (Clause of the Memorandum of Association of] the Company and General Corporate purposes

C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary

S.	Particulars of the information	Information provided by the
No.		management
	L. Latest credit rating of the related party	There are no borrowings from any Banks, hence credit rating is not applicable.
	Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any
2.	Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default.	Not Applicable

Note: This information may be provided to th extent it is available in the public domain or a. may be provided by the related party upon request.
[In addition, state the following: a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status currently is subsisting;	Not Applicable
b)Whether the been party has related declared a "wilful defaulter" by any of its and whether bankers such status is currently subsisting;	Not Applicable
c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation;	Not Applicable
d) Whether the related party, not being an MSME, from any of suffers the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. no longes Past defaults are that ote: ubsisting and have been cured or regularize	Not Applicable
ineed not be disclosed.
FY 2025-26 FY 2024-25	Nil
FY 2023-24	Nil
	Nil

C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary

S.	Particulars of the information	Information provided by the
No.		management
	1 Debt to Equity Ratio of the listed entity or its
	subsidiary based on last audited financiall
	statements
	ote: This shall not be applicable to liste
	banks/NBFC/insurance companies/housing
	finance companies.
	a. Before transaction	Gayatri Highways Limited : (2.25)
	b. After transaction	Gayatri Highways Limited : (2.51)
	[Debt Service Coverage Ratio of the listed
	entity or its subsidiary based on last audited
	financial statements
	ote: This shall not be applicable to liste

banks/NBFC/insurance	companies/	housing]
finance companies.
a. Before transaction			N.A Gayatri Highways Limited :
b. After transaction			Gayatri Highways Limited :N.A

(b) Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT

The Audit Committee of the Company has conducted its independent evaluation of the material terms of the proposed transaction with GLRL. After a detailed review about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company, the Committee has confirmed that the transaction is being executed at arm's length basis and is in ordinary course of business, in complete compliance with applicable regulations and industry standards and comparable with transactions with unrelated parties.

Based on this assessment, the Audit Committee has approved the transaction with GLRL for an aggregate value not exceeding Rs.50 Crores.

(c) Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards

By the order of the Board of Directors of Gayatri Highways Limited

Sd/- P. Raj Kumar Place: Hyderabad Company Secretary and Compliance Officer Date: 13™ April, 2026 Membership No. A23289

AI assistant

GAYATRI HIGHWAYS LTD — Proxy Solicitation & Information Statement 2026

60908_rns_2026-04-17_80a0bf2e-5904-4674-9959-976357ff5adb.pdf

GAYATRI HIGHWAYS LIMITED

GAYATRI HIGHWAYS LIMITED

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS

Item No. 1:

Item No. 2:

Approval for Material Related Party Transaction for entering loan transaction for up to_an_amount of Rs.50 Crores with Gayatri Jhansi Roadways Limited, Subsidiary Company

Item No. 3:

Approval for Material Related Party Transaction for entering loan transaction for up to an_amount of Rs.50 Crores with Gayatri Lalitpur Roadways Limited, Subsidiary Company

By the order of the Board of Directors of Gayatri Highways Limited

NOTES AND INSTRUCTIONS:

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:

A(1). Basic details of the related party

A(2). Relationship and ownership of the related party

A(3).Details of previous transactions with the related party

A(4). Amount of the proposed transaction(s)

A(5).Basic details of the proposed transaction

(b) Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT

(c) Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards

Item No.2: Approval for Material Related Party Transaction for entering loan transaction for up to an amount of Rs.50 Crores with Gayatri Jhansi Roadways Limited, Subsidiary Company

A(1). Basic details of the related party

A(2). Relationship and ownership of the related party

A(4). Amount of the proposed transaction(s)

A(5).Basic details of the proposed transaction

B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances or inter-corporate deposits given by the listed entity or its subsidia;

B(5).Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary

C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary

C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary

(b) Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT

(c) Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards

Item No.3: Approval for Material Related Party Transaction for entering loan transaction for up to an amount of Rs.50 Crores with Gayatri Lalitpur Roadways Limited, Subsidiary Company

A(1). Basic details of the related party

A(2). Relationship and ownership of the related party

A(3).Details of previous transactions with the related party

A(4). Amount of the proposed transaction(s)

A(5).Basic details of the proposed transaction

B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary

C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary

C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary

(b) Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT

(c) Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards

By the order of the Board of Directors of Gayatri Highways Limited

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GAYATRI HIGHWAYS LTD Proxy Solicitation & Information Statement 2026