Gayatri Highways Limited's Board of Directors held a crucial meeting on December 11, 2025, approving material related party transactions worth ₹450.00 crores across three entities. The decisions require shareholder approval and will be presented through a postal ballot process.

Board Approvals for Related Party Transactions

The board approved three significant material related party transactions, each valued at ₹150.00 crores. These transactions have received prior approval from the Audit Committee and board recommendation, subject to shareholder consent.

Scope of Approved Transactions

The material related party transactions encompass a comprehensive range of business activities across all three entities:

• Work orders and EPC/O&M services
• Procurement and service arrangements
• Asset transactions and leasing/assignment of rights
• Reimbursements and major maintenance works
• Road safety works including lane marking and signboard installation
• Supervision services and similar transactions

Postal Ballot Process

The board approved a postal ballot notice to seek shareholder consent for the three material related party transactions. Each transaction requires individual shareholder approval for the aggregate value not exceeding ₹150.00 crores per entity.

Meeting Details

The board meeting commenced at 3:30 PM and concluded at 4:05 PM on December 11, 2025. The company has informed both BSE Limited and The National Stock Exchange of India Limited about the board meeting outcomes as per regulatory requirements under Regulation 30.

Gayatri Highways Limited , a company engaged in the construction, investment, operations, and maintenance of roads and highways, has reported a standalone net loss of Rs 508.82 lakhs for the quarter ended September 30. This marks a significant downturn from the net profit of Rs 3,152.31 lakhs recorded in the same quarter last year.

Financial Performance

The company's financial results for Q2 paint a challenging picture:

The total income for the quarter decreased substantially to Rs 81.80 lakhs from Rs 3,556.73 lakhs in the corresponding quarter of the previous year, representing a decline of 97.7%.

Half-Year Performance

For the half-year period ended September 30, Gayatri Highways reported:

• Net profit: Rs 2,643.49 lakhs
• Previous year's half-year net profit: Rs 929.73 lakhs

This indicates a year-on-year improvement in the company's half-yearly performance, despite the weak quarterly results.

Consolidated Results

On a consolidated basis, the company reported:

• Q2 net loss: Rs 324.22 lakhs
• Half-year net loss: Rs 535.97 lakhs

Debt Concerns

Gayatri Highways disclosed a default on term loan repayments amounting to Rs 5,015.86 lakhs to IL&FS Financial Services Limited. This default raises concerns about the company's financial health and liquidity position.

Auditor's Observations

The company's auditors issued qualified reports, highlighting several areas of concern:

1. Write-back of Zero Interest Subordinate Loan (ZISL) of Rs 17,887.51 lakhs, pending confirmation from Gayatri Projects Limited.
2. Default on term loan repayment and interest to IL&FS Financial Services Limited.
3. Non-provision of interest on outstanding term loan for the current period.
4. Potential impairment issues related to investments and loans to jointly controlled entities.

These qualifications suggest that there may be additional financial challenges that are not fully reflected in the reported figures.

Outlook

The significant drop in revenue and the swing from profit to loss in Q2 indicate that Gayatri Highways is facing operational challenges. The default on loan repayments and the auditor's qualifications further underscore the financial stress the company is experiencing.

Investors and stakeholders may need to closely monitor the company's efforts to address these issues, including any potential debt restructuring or operational improvements in the coming quarters.