Gayatri Highways Limited announced its unaudited standalone and consolidated financial results for the third quarter and nine months ended December 31, 2025. The Board of Directors approved these results at their meeting held on February 12, 2026, along with a significant corporate transaction proposal.

Standalone Financial Performance

The company's standalone operations showed mixed results across different periods. For the third quarter ended December 31, 2025, the company reported a net loss, while the nine-month period demonstrated profitability.

For the nine-month period ended December 31, 2025, the standalone results showed:

Consolidated Financial Results

The consolidated financial performance, which includes subsidiaries and jointly controlled entities, reflected similar trends with some variations due to group operations.

Corporate Transaction Approval

The Board approved a significant corporate transaction involving the execution of a Securities Purchase Agreement. The transaction involves:

Financial Position and Challenges

The company continues to face financial challenges, including defaulted term loans. Key financial position indicators include:

• Paid-up Equity Share Capital: ₹4,793.04 lakhs with face value of ₹2 per share
• Outstanding Term Loan Default: ₹5,015.86 lakhs as of December 31, 2025
• Finance Costs: ₹377.33 lakhs for Q3FY26, consistent with previous quarters

The auditors issued a qualified review report highlighting concerns about loan confirmations, impairment provisions, and subsidiary consolidation issues. The company's subsidiary Indore Dewas Tollways Limited is under liquidation proceedings, and its results are accounted for as discontinued operations.

Business Operations

Gayatri Highways Limited operates primarily in construction, investment, operations and maintenance of roads, highways, vehicle bridges and tunnels on BOT, BOOT, BOLT, and EPC basis. The company considers this as its single reportable business segment operating within India as a single geographical segment.

Gayatri highways Limited has disclosed to stock exchanges that it received an income tax demand order of Rs. 40,39,680 for Assessment Year 2018-19. The company made this disclosure under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Income Tax Demand Details

The company received the demand order on March 2, 2026, from the Assessment Unit of the Income Tax Department. The demand has been issued following an assessment that resulted in certain adjustments to the company's tax calculations.

Nature of Tax Dispute

The assessment order involves two main issues that led to the demand creation. The primary concern relates to the disallowance of certain expenditures by reclassifying them as capital in nature, which has resulted in a reduction of the company's carryforward losses.

Additionally, the company has identified what it believes to be a computational error in the demand calculation. Interest under Section 234C has been charged despite the absence of any actual tax liability, which the company considers incorrect.

Company's Response and Impact Assessment

Gayatri Highways Limited has stated that the income tax demand will have no impact on the financial operations of the company. The management is currently evaluating the demand order to determine the most appropriate course of action.

Next Steps

The company plans to take appropriate legal remedies to address the demand order. This includes filing an appeal against the assessment order and submitting a rectification application to address the computational error regarding interest charges.

The disclosure was made by P. Raj Kumar, Company Secretary and Compliance Officer, ensuring compliance with regulatory requirements for material events that could affect stakeholder interests.