gammon infrastructure projects ltd Management discussions

Global Economy:

In FY 2022-23, the global economy experienced significant volatility. During the first half of the financial year, countries faced historically high inflation levels due to supply chain disruptions and increased energy prices following Russias invasion of Ukraine. As a result, central banks worldwide adopted aggressive monetary policies focused on maintaining price stability rather than promoting growth. This adversely affected emerging market economies, leading to a decline in trade, capital outflows, currency pressures, elevated inflation, and more severe actions to control interest rates, ultimately resulting in a slowdown in economic growth. Furthermore, sporadic reports of the resurgence of Covid-19 variants in various regions heightened uncertainty in the global economy.

However, in the second half of FY 2022- 23, there was a somewhat positive shift in the global economic outlook. Inflationary pressures moderated due to the normalisation of the supply chain, energy prices started to ease, and the demand outlook improved with the reopening of the Chinese economy. Nevertheless, persistent geopolitical tensions, lingering concerns about high inflation, and worries about the potential global slowdown resulting from the delayed impact of monetary tightening continued to exert downward pressure on global growth prospects.

In March, the global financial system experienced a wave of significant disruptions on both sides of the Atlantic. Bank runs in the US led to the downfall of Silvergate Capital, Silicon Valley Bank (SVB), and Signature Bank, while in Europe, a government-backed takeover of troubled Swiss lender Credit Suisse by its arch-rival UBS took place. These bank failures and the resulting market panic briefly evoked concerns reminiscent of the systemic financial vulnerabilities precipitating the 2007-08 global financial crisis. Although fears of systemic disruption have subsided, concerns persist regarding pockets of economic vulnerability that may be exposed as the recent rapid interest rate hikes continue to impact the economy.

While there are indications of nascent optimism in the latest survey of chief economists, a notable degree of uncertainty surrounds the trajectory of the world economy. The responses of these economists underscore the prevailing ambiguity clouding many economic developments, making it challenging for policymakers, businesses, and households to plan effectively for an unusually uncertain future. For instance, when questioned about the likelihood of a global recession in 2023, the survey revealed a split opinion, with 45% of respondents considering it somewhat or highly likely, and an identical proportion regarding it as somewhat or extremely unlikely.

According to the June 2023 IMF Global Economic Prospects report, the global economy is projected to experience a significant slowdown in 2023, with a growth rate of 2.1%, driven by ongoing monetary policy tightening in response to high inflation. However, a modest recovery is anticipated in 2024, with a projected growth rate of 2.4%. The report also suggests that global inflation is expected to decrease as growth decelerates gradually, labour demand softens, and commodity prices stabilise. Nevertheless, the slow pace of improvement implies that core inflation will likely remain above central bank targets in many countries throughout 2024.

On the other hand, OECD Economic Outlook expects a world GDP growth rate of around 2.7%, mostly driven by India and China.

Indian Economy:

Amidst the prevailing uncertainties and global challenges, the Indian economy has displayed remarkable resilience, emerging as a beacon of growth on the global stage. Surpassing the $3.75 trillion mark in 2023, India has become the worlds fifth-largest economy, firmly establishing its prominence. However, as India becomes more integrated into the global economic landscape, it faces the challenge of shielding itself entirely from global headwinds. Despite the anticipated impact of the global slowdown, the likelihood of India slipping into a recession remains extremely low. The Recession Probabilities Worldwide 2023 data indicates that India has a 0% probability of recession this year, in stark contrast to the UK and the US, which face probabilities of 75% and 65%, respectively. Additionally, Canada and Germany have recession probabilities of 60%.

The World Banks Global Economic Prospects report published in June 2023 projects impressive growth rates for India, with 6.3%, 6.4%, and 6.5% expected in 2023, 2024, and 2025 respectively. These growth rates far outpace developed countries such as the US, EU, and Japan. While the IMF offers a slightly conservative estimate of approximately 5.9% growth for India in 2023, the Reserve Bank of India (RBI) has expressed confidence in the domestic economy. The RBI, one of the first central banks to pause its monetary tightening, has increased interest rates by only 2.5% compared to countries like the US and UK, which have struggled to control rising inflation despite raising policy rates by approximately 5% and 4.5%, respectively. Supported by favourable domestic indicators such as well-managed inflation, a narrowing current account deficit, sustainable domestic demand, favourable bond yields, and ample foreign exchange reserves, the RBI has set a GDP growth forecast of 6.5% for the fiscal year 2023-24.

While major US financial institutions experienced failures resembling a house of cards, the banking sector in India has demonstrated robust fundamentals. This positions it well to sustain and support economic growth, propelling India into a high-growth trajectory. Indias proactive approach has enabled it to navigate global headwinds and establish itself as a country poised for growth despite uncertainties.

The RBIs affirmation that India will maintain its momentum from 2022-23 further instils optimism in the outlook for India, regardless of the prevailing circumstances.

Attention in India is currently focused on the monsoon season, with concerns regarding the potential impact of El Nino. While opinions differ on whether India will receive above or below-normal rainfall, the Indian Meteorological Department projects a range of 96 to 104 per cent rainfall. Moreover, food grain production is expected to reach a record 323.6 million tonnes, reflecting a 2.5% increase from the previous year. Although agriculture contributes slightly over 20% to Indias GDP, it significantly fosters optimism in the overall economy.

Numerous analysts and economists predict that this decade will belong to India, envisioning a tripling of Indias GDP and nearly doubling per capita income by 2031, driven by manufacturing and export opportunities. The governments commitment to infrastructure development and supply chain strengthening further enhance Indias favourable prospects. Indian diplomats have also played a commendable role in maintaining relationships with the West and the East, positioning India as a bridge between the two rather than taking sides. As the world increasingly looks to India as a solution for a bipolar world, its potential to serve as a bridge between different regions is recognised and valued.

In April 2023, India experienced uneven performance across various high-frequency indicators amidst the spillover effects of slowing global growth, high inflation, and financial market uncertainties. Industrial production (IIP) exhibited a monthly increase compared to February 2023 but faced a 5-month low of 1.1% in year-on- year expansion. This was primarily due to sluggish manufacturing growth and electricity production. However, underlying metrics such as cement production and daily average power consumption showed a monthly uptick. The auto sector witnessed monthly sales declines in all segments except two-wheelers, attributed to inflationary pressures and semiconductor chip shortages.

Most trade and investment indicators declined, leading to a 20-month low trade deficit. Declining demand in key markets and declining commodity prices contributed to this trend. The services trade surplus also fell to a 21-month low. On a positive note, forex reserves reached the highest level since June 2022, driven by the RBIs intervention to rebuild reserves through dollar purchases, taking advantage of the rupees recovery. Foreign direct investment (FDI) moderated in March 2023 compared to February 2023, falling significantly below March 2022.

The performance of the banking, financial services, and insurance (BFSI) indicators was mixed. UPI transaction values remained unchanged, while volume witnessed a slight increase. Aggregate deposits and credit continued to improve. Life insurance premiums recorded degrowth partly due to changes in tax policies. However, NSE and BSE transactions declined by 16% compared to March 2023.

In terms of macroeconomic indicators, the consumer price index (CPI) fell sharply to 4.7% due to an easing in food, fuel, and core inflation. This was driven by monetary policy tightening, supply augmenting measures, and a favourable base effect. The wholesale price index (WPI) witnessed deflation due to a decline in crude, energy, non-food, and food prices. Services purchasing managersRs index (PMI) reached a 13-year high, while manufacturing PMI accelerated to a 4-month high. Goods and services tax (GST) collections reached their highest value. In the near term, growth is expected to be supported by private consumption, higher rural demand, and increased manufacturing. Analyst forecasts indicate GDP growth of 5.3% to 6.5% year-on-year for FY24.

Industry Review:

Roads:

According to the India Brand Equity Foundation (IBEF), India boasts the worlds second-largest road network, spanning 63.73 lakh kilometres (km). This extensive network plays a crucial role in transporting 64.5% of all commodities and catering to 90% of the passenger traffic in the country. Over the years, road traffic has witnessed steady growth, thanks to improved connectivity between cities, towns, and villages. Notably, highway construction in India has experienced a remarkable Compound Annual Growth Rate (CAGR) of 20% from FY2017 to FY2022.

During FY16-FY21, India witnessed a significant 17.00% CAGR in highway construction, even amid the challenges posed by the pandemic and subsequent lockdown. In FY22 alone, the country successfully constructed 10,457 km of highways, demonstrating its commitment to infrastructure development. The Union Budget 2023-24 further highlights the governments focus on road transport and highways, with a substantial allocation of 2.7 lakh crore (US$ 33 billion) to this sector. Until December of FY23, the Ministry of Road Transport and Highways has already completed the construction of 6,318 km of national highways.

A notable milestone was reached in October 2020 when the foundation stone was laid for nine National Highway projects in Tripura, with a combined length of approximately 262 km and a value exceeding 2752 crore (US$ 371.13 million).

Under the FY 2019-25 National Infrastructure Pipeline, the Government of India has allocated a staggering 111 lakh crore (US$ 1.4 trillion). Within this pipeline, the roads sector is expected to account for 18% of the capital expenditure throughout FY 2019-25. These investments highlight the governments commitment to enhancing the countrys infrastructure and further expanding the road network to support economic growth and connectivity.

Some of the recent Government initiatives are as follows:

• NHAI plans to construct 25,000 kilometres of national highways in 2022-23 at a pace of 50 km per day.

• Indias Gati Shakti program has consolidated a list of 81 high-impact projects, of which road infrastructure projects were the top priority. The major highway projects include the Delhi-Mumbai expressway (1,350 kilometres), Amritsar-Jamnagar expressway (1,257 kilometres) and Saharanpur-Dehradun expressway (210 kilometres). The main aim of this program is a faster approval process through the Gati Shakti portal and a digitised approval process altogether.

• As of March 2022, the government plans to spend 10,565 crore (US$ 1.38 billion) on the Trans- Arunachal Highway and Kaladan Multi-Model Transport Project, as well as other roads development projects such as capital connectivity, district connectivity, connectivity to the international border, and improvement and strengthening of roads in the region of Sikkim.

• The Indian government launched the Gati Shakti-National Master Plan, which will help lead holistic and integrated infrastructure development, generating immense employment opportunities in the country.

The Economic Survey 2023 reveals that the National Infrastructure Pipeline (NIP) encompasses a wide range of greenfield and brownfield projects with a minimum investment threshold of ?100 crore. The NIP boasts an impressive portfolio of 8,964 projects, representing a substantial total investment of over 108 lakh crore. These projects are spread across various stages of implementation, indicating the significant commitment towards developing the nations infrastructure.

One notable aspect highlighted in the survey is that the NIPs growth and expansion have occurred during a crisis, when private sector capital expenditure has remained subdued. To compensate for this shortfall, the budgetary estimate for capital expenditure in 2022- 23 substantially increased by 35.4% from the previous year, reaching 7.5 lakh crore. Furthermore, a remarkable 67% of this outlay was utilised between April and December 2022, demonstrating a proactive approach to infrastructure development even amidst challenging circumstances.

The NIPs comprehensive coverage of diverse projects, coupled with the substantial investment allocated, reflects the governments dedication to strengthening the nations infrastructure. By supporting a wide range of projects and initiatives, the NIP aims to drive economic growth, enhance connectivity, and create a conducive environment for both greenfield and brownfield investments. These endeavours are vital in propelling Indias development and ensuring a robust and resilient infrastructure framework for the future.

The Union road ministry is preparing to present a cabinet note for the second phase of Indias ambitious Bharatmala project, which aims to construct over 5,000 km of expressways and highways at an estimated cost of nearly ?3 trillion. While targeting 5,000 km of roads, this second phase can also include additional projects. The initial plan for Bharatmala Phase II had envisioned the development of six expressways and 17 access-controlled corridors, spanning over 8,100 km, with a capital cost exceeding ?3.66 trillion. The objective of Bharatmala Phase-2 is to enhance connectivity for various infrastructure initiatives, including multi- modal logistics parks (MMLPs) and ongoing expressway projects, facilitating smooth movement between major economic hubs.

Ports:

India has significant maritime advantages with its extensive coastline spanning over 7,517 kilometres. The countrys ports facilitate much of Indias trade and commerce, connecting the country to the global economy. With 12 major ports and 200+ minor and intermediate ports, the Indian ports sector has witnessed remarkable growth, driven by the increasing external trade.

Cargo traffic through Indian ports has been consistently rising. In the fiscal year 2021-2022, the key ports in India handled a staggering 650.52 million tonnes (MT) of cargo. Shipping accounts for approximately 95% of Indias commerce volume, and 70% of its trading value, highlighting the immense importance of the sector.

To meet the growing demands of trade and ensure efficient operations, the Indian government has undertaken significant initiatives. Under the Sagarmala Programme, studies indicate that port cargo traffic is projected to reach around 2,500 million metric tonnes per annum (MMTPA) by 2025. However, the current capacity of Indian ports stands at 2,406 MMTPA. To bridge this gap, a comprehensive roadmap has been prepared to increase the port capacity to 3,300+ MMTPA by 2025. This plan encompasses enhancing operational efficiency, expanding existing ports, and developing new ports. Notably, there are 206 port modernisation projects worth 78,611 crore (US$ 10.71 billion), of which 81 projects worth 24,113 crore (US$ 3.29 billion) have been completed, and 59 projects worth 24,288 crore (US$ 3.31 billion) are currently under implementation.

Private sector investments have played a significant role in developing Indian ports.

Over the past five years, private sector investments have steadily increased, reaching a record high of US$ 2.35 billion by 2020. Additionally, the Indian government has embraced the public-private partnership model to enhance port operations, with seven important ports worth US$ 274 million commencing operations under this model in 2021-22.

Recognising the need for future expansion, the National Perspective Plan for Sagarmala envisions the construction of six new mega ports in India. These ports and existing ones will serve as critical drivers for the countrys trade and economic growth.

In recent years, the Indian government has taken various policy measures and initiatives to strengthen the ports and shipping sectors. The signing of a memorandum of understanding (MoU) between the Ministry of Ports, Shipping and Waterways and the Ministry of Civil Aviation in June 2021 highlights the collaborative efforts to develop seaplane services in India. The passage of the Marine Aids to Navigation Bill 2021 in July 2021 incorporates global best practices, technological advancements, and international obligations, ensuring safer navigation in Indian waters.

Moreover, the Indian government has emphasised the importance of the ports and shipping sectors by renaming the Ministry of Shipping as the "Ministry of Ports, Shipping, and Waterways" in November 2020. This change signifies the governments commitment to prioritising and promoting these sectors growth.

Maritime India Vision 2030 (MIV 2030) is a strategic plan developed by the Ministry of Ports, Shipping, and Waterways to position India as a leader in the global maritime sector. This blueprint outlines a comprehensive approach to achieve coordinated and accelerated growth in Indias maritime industry over the next ten years. MIV 2030 has been formulated through extensive consultations with over 350 public and private sector stakeholders, including ports, shipyards, inland waterways, trade bodies, associations, and national and international industry and legal experts to ensure inclusivity and expertise.

The governments focus on logistics infrastructure is evident through the announcement of plans to develop the National Logistics Portal (Marine) in October 2020. This portal aims to provide end-to-end logistics solutions for exporters, importers, and service providers, streamlining trade processes.

Indias ambition to increase its share in maritime trade led to the announcement in August 2020 to invest 10,000 crore (US$ 1.4 billion) in building a transhipment port at the Great Nicobar Island in the Bay of Bengal. This strategic location will offer shippers an alternative port along the East-West international shipping route, boosting Indias participation in global maritime trade.

The Indian governments commitment to developing ports is evident from its budget allocations. In the Union Budget 2022-23, the Ministry of Shipping received a total allocation of 1,709.50 crores (US$ 223.31 million). Additionally, India has ambitious plans to invest US$ 82 billion in port projects by 2035, further strengthening its maritime infrastructure and enhancing connectivity.

To promote Indian shipping companies, the government announced subsidy funding worth 1,624 crore (US$ 222.74 million) in 2021. This initiative encourages merchant ship flagging within the country and fosters the growth of the Indian shipping industry.

Indian Power Sector

Power Demand

India, with a total installed generation capacity of 417,668 megawatts (MW) as of May 31, 2023, is the third-largest producer and consumer of electricity globally. The electricity sector in India is divided into the central, state, and private sectors, with each sector contributing to the overall capacity. The central sector accounts for 24.0% of the total capacity, the state sector represents 25.3%, and the private sector holds the largest share at 50.7%. These figures reflect Indias significant presence in the global electricity market and emphasise its importance as a major player in meeting the growing energy demands of its population and industries.

Indias energy consumption is projected to experience the highest growth among all countries until 2040, primarily driven by the nations economic expansion, population growth, urbanisation, and industrialisation. Unlike other nations, Indias economic growth has historically been led by the services sector, which is less energy-intensive than manufacturing. However, as urbanisation gradually progresses, an estimated 270 million people are expected to join the urban population in the next two decades. This surge in urbanisation will result in a rapid expansion of buildings and associated infrastructure, reflecting the global trend of manufacturing shifting towards India. According to the Stated Policies Scenario (STEPS), as India modernises, its energy demand is anticipated to increase three times higher than the global average.

This highlights the significant pace at which Indias energy requirements are expected to grow as the country undergoes development and transformation.

In the Union Budget 2023-24, the government has allocated US$ 885 million ( 7,327 crore) for the solar power sector, including grid, off- grid, and PM-KUSUM projects. This allocation aims to support Indias ambitious target of achieving 500 gigawatts (GW) of renewable energy capacity and address the recurring issue of coal demand-supply mismatch. To facilitate the transition to renewable energy and reduce reliance on coal, the Ministry of Power has identified 81 thermal units that will be replaced with renewable energy generation by 2026. The allowance of 100% foreign direct investment (FDI) in the power sector has positively impacted FDI inflows in this sector. As a result, the total FDI inflow in the power sector reached US$ 16.57 billion between April and December 2022.

Thermal Energy: Coal

Thermal energy generated from coal is crucial in Indias power generation landscape, as highlighted by the installed generation capacity data. Coal accounts for the largest share of the installed capacity among all fuel types, standing at 205,235 megawatts (MW) or 49.1% of the total capacity as of May 31, 2023. This emphasises the significant reliance on coal-based thermal power plants for meeting the countrys energy needs. Coal- based power generation provides a stable and consistent energy source, contributing to the overall grid stability and supporting the growing demand from industries, households, and commercial sectors. While there is a drive towards renewable energy sources, coal- based power plants current high capacity and efficiency make them an important pillar of Indias power generation sector, ensuring reliable and affordable electricity supply to fuel the countrys economic growth.

As of March 12, 2023, the coal stock available in coal-based thermal power plants is 33.5 million tonnes, enough for an average of 12 days at an 85% Plant Load Factor. The government has taken several steps to ensure sufficient coal availability. This includes the formation of an Inter-Ministerial Subgroup to address supply issues, regular monitoring of coal stocks, and revised stocking norms for power plants. Power utilities are importing coal and are encouraged to blend it. Railways have procured additional wagons, and the network in coal mining areas has been expanded. For power sales on exchanges, any gains are allocated in a specific order to cover expenses, recover costs, and share the remaining balance between distribution licensees and generating companies. These measures aim to ensure a stable coal supply, alleviate critical stock situations, and maintain smooth operations in the power sector.

The Ministry of Power has instructed Central, State GENCOs, and IPPs to procure coal through a transparent, competitive process for blending at a rate of 6% by weight.

This initiative aims to ensure sufficient coal stocks at power plants for operations until September 2023. The Central Electricity Authority has established coal stocking norms, requiring Thermal Power Plants (TPPs) to hold a specified coal stock. Non-pithead plants should maintain 20 to 26 days of coal stock, while pithead plants should have between 12 to 17 days of stock. These standards must be upheld throughout the year, considering month-to-month variations. This ensures that power plants have adequate coal reserves to meet the peak demand. Between April 2022 and January 2023, there was a shortfall in daily coal consumption compared to the daily arrival of domestic coal, ranging from 2.21 lakh tonnes to 0.5 lakh tonnes. If coal imports for blending purposes had not occurred, the coal stock available at power plants would have been depleted entirely by September 2022. The average depletion rate during the first half of FY 2022-23 was around 1.6 lakh tonnes per day. As the coal stock began to recover, the Ministry of Power advised GENCOs on August 1, 2022, to make blending decisions based on overall supply and stock positions while continuously monitoring the stock level.

Renewable Energy: Hydro

Hydroelectric power is generated by harnessing the energy of flowing or falling water to produce electricity. India, with its extensive network of rivers and hilly terrain, offers abundant opportunities to develop hydropower projects. These projects involve the construction of dams, reservoirs, and turbines to capture the waters energy and convert it into electrical power. As of May 31, 2023, India has an installed hydropower generation capacity of 46,850 MW, accounting for approximately 11.2% of the countrys energy mix. This substantial capacity highlights the significant contribution of hydropower to Indias overall energy production.

According to the Ministry of Power, India has a hydropower potential of approximately 145,000 MW. With a load factor of 60%, hydropower can meet the demand of around 85,000 MW. However, only about 26% of Indias hydropower potential has been tapped and utilised.

To encourage the growth of hydropower, the government has taken initiatives such as classifying conventional hydropower and pumped hydro projects greater than 25 MW as renewable energy sources. This classification, implemented in 2019, makes these projects eligible for financial support specifically dedicated to renewable energy, which helps make them more economically viable.

The International Energy Agency (IEA) anticipates that India will add approximately 26,000 MW of hydropower projects by 2030. Over 9,000 MW of large hydro projects are under construction, indicating the ongoing efforts to expand the countrys hydropower capacity.

Company Overview:

AJR Infra And Tolling Limited (AJRITL) is an infrastructure project development company established by Gammon India Limited. It operates as an infrastructure developer holding Company with investments across multiple sectors. AJRITL engages in the development of infrastructure projects on a public-private partnership (PPP) basis in areas such as Roads & Expressways, Ports, Hydro Power, Urban infrastructure, Airports, Special Economic Zones, Water and Wastewater Management, Railways, Power Transmission lines, and Agricultural Infrastructure.

The Company offers services in project development, project advisory, and sector- specific operations & maintenance. AJRITL plays a significant role in Gammons ventures in infrastructure development and contributes to the growth and modernisation of Indias infrastructure through its diversified portfolio and expertise in PPP models.

Crafting a Future with New Possibilities:

Proficiency:

Our Companys strength lies in its diversified presence across multiple segments in the infrastructure sector. With over two decades of experience, we have developed strong technical expertise in various areas of infrastructure development. This combination of extensive industry knowledge and technical capabilities enables us to tackle complex projects and deliver high-quality results. We leverage our multi-segment presence to bring a comprehensive approach to infrastructure development, catering to different sectors and meeting the diverse needs of our clients. Our Companys success is built upon our deep-rooted experience and the expertise we have gained over the years

Portfolio:

Our Company has a proven track record with a rich portfolio of successful projects.

We have successfully executed more than 11 projects, showcasing our expertise and capability in various sectors. Among these projects, we have accomplished 4 Road Projects, demonstrating our proficiency in transportation infrastructure. Additionally, we have completed 1 Real Estate Project, highlighting our capabilities in developing urban infrastructure. Our experience also extends to the power sector, where we have executed 4 Power Projects, showcasing our expertise in the energy industry. Furthermore, we have undertaken 2 Port Projects, demonstrating our capabilities in maritime infrastructure. Our diverse project experience is a testament to our Companys versatility and ability to deliver successful outcomes across different sectors.

Sectoral Presence:

Over the years, our Company has grown significantly and emerged as one of the worlds leading construction companies.

We have successfully diversified our operations into various sectors, including infrastructure management, transmission lines, and the power sector. Our commitment to expansion led to our step-down subsidiarys acquisition of a real estate company. This acquisition has added a new dimension to our business portfolio, with a real estate project in Bhopal being part of our future pipeline. This strategic move reflects our vision to explore new opportunities and expand our presence in different sectors, contributing to our overall growth.

Agility:

Our Company possesses the ability to promptly capitalise on emerging opportunities, showcasing our agility in the market. This adaptability stems from our compliance with the eligibility criteria outlined by NHAI, other statutory corporations, and government entities. As a qualified entity, we are eligible to participate in bidding processes for various projects, including OMT (Operation, Maintenance, and Tolling) and tolling projects, as well as port and power projects. This recognition by esteemed organisations allows us to engage in these sectors actively, expanding our business horizons and leveraging their potential.

Track Record:

We have accomplished this by fusing tremendous knowledge with groundbreaking skills and harnessing men and materials across diverse projects. For one of our power project subsidiaries under the Insolvency and Bankruptcy Code (IBC), we made all the debt settlements, which are now out of insolvency proceedings and under our managements control. This showcases our expertise in managing complex financial situations and reaffirms our commitment to ensuring the stability and success of our projects.

Enduring Relationships:

Our Company has built a strong relationship with our stakeholders through repeated engagements, consistently satisfying all parties involved. This demonstrates our commitment to fostering positive and long-lasting partnerships based on trust, transparency, and mutual benefit. We prioritise the needs and expectations of our stakeholders, and through effective communication and delivering on our promises, we have earned their continued support and satisfaction.

Reach:

We have executed projects in various states across India, including Maharashtra, Andhra Pradesh, Uttar Pradesh, Bihar, and several others. Our presence spans seven states, demonstrating our wide geographic reach and ability to undertake projects in diverse locations. This extensive regional presence allows us to cater to the infrastructure needs of different regions, contribute to their development, and positively impact local communities.

Financial Capabilities:

We successfully facilitated additional funding infusion for AJRINFRA during FY2023, which significantly enhanced our overall liquidity and strengthened our ability to operate smoothly. This strategic move ensured that we had access to the necessary financial resources to support our ongoing projects and meet our operational requirements. By securing additional funding, we reinforced our financial stability and maintained our commitment to delivering high-quality infrastructure projects efficiently.

Business Strategy:

As a company, we are actively identifying and analysing potential projects in both existing and new sectors as part of our strategic efforts to diversify our revenue sources. By exploring opportunities beyond our current portfolio, we aim to expand our business and tap into emerging sectors that offer growth potential. Through thorough evaluation and analysis, we seek to identify viable projects that align with our expertise and contribute to our long-term sustainability. This proactive approach allows us to adapt to market trends, seize new opportunities, and strengthen our position in the industry.

Projects	PHPL	SSRPL	Duburi Chandikhole
Location	Bihar	Madhya Pradesh	Odisha
Client	NHAI	MPRDC	NHAI
Capacity	63.17 Kms	105.587 Kms	39.4 Kms
Concession Period	189.2 crores	NA	NA
Project Cost	15 years	30 years	2 V2 years (construction)
Project Stage	1,466.39 Crores	1,159.72 Crores	577 Crores
Revenue Share	PCOD obtained for 39.30 Kms, 23.87 Kms under construction	Terminated	Under Construction
Revenue model	Annuity	Toll	EPC

List of Projects:

Project Abbreviation	Full Name
PHPL	Patna Highway Projects Limited
SSRPL	Sidhi Singrauli Road Project Limited

Projects	VSPL	ICTPL	PREL	SHPVL
Location	Andhra Pradesh	Maharashtra	Maharashtra	Sikkim
Client	Visakhapatnam Port Trust	Mumbai Port Trust	Padamshree Dr. Vithalrao Vikhe Patil Sahakari Sakhar Karkhana	Energy & Power Department of Government of Sikkim
Capacity	9 MMTPA	1.2 Million TEUs	30 MW	66 MW
Concession Period	30 years	30 years	25 years post COD	35 years post COD
Project Cost	349 Crores	1,233 Crores	274 Crores	496 Crores
Project Stage	Operational	Alternate Interim RORO and steel operations	Operational	Under Construction
Revenue Share	17.11%	Revenue Share 35.064%	Sale of power, steam to the client; surplus power to MSEDCL	IPP

List of Projects:

Project Abbreviation	Full Name
VSPL	Vizag Seaport Private Limited
ICTPL	Indira Container Terminal Private Limited
PREL	Sidhi Singrauli Road Project Limited
SHPVL	Sikkim Hydro Power Ventures Limited

Operational Projects

Vizag Seaport Private Limited

Vizag Seaport Private Limited (VSPL) is the special purpose vehicle formed by the Company to operate Two Multi-Purpose Berths EQ-8 & EQ-9 Berths in the Northern Arm of the Inner Harbour at Visakhapatnam Port on a Build, Operate and Transfer basis for a period of 30 years under a Concession Agreement dated 28^th November 2001 signed by VSPL with Visakhapatnam Port Trust with a Terminal capacity of 9 MTPA. VSPL offers its customers berthing & handling facilities up to Baby Cape Size Vessels arriving with a Draft of -14.5 m. VSPL commenced its commercial operations in July 2004 and for the FY 2022-23 VSPL handled 7.62 Million Tonnes (for FY 2021-22 - 6.57 Million Tonnes).

VSPL controls the road movement of the cargo with digital challans for effective turn- around time of fleet on the field. The recent electrification of VSPL railway sidings are providing cost effective operation of locos that is being passed onto major clients.

The Covid-19 pandemic and the restrictions in movement ordered by the Central and State Governments affected the operations of VSPL during the first quarter of the financial year.

The situation improved gradually moment the government lifted the restrictions in movement thereby resulting in improved operational performance of VSPL.

On 17^th November, 2021, the Company had completed sale of 2,87,73,117 equity shares of 10/- each (33.00% of the total paid-up capital of VSPL) held by the Company in VSPL to Shripriya Ports Private Limited at a consideration of 26.40 Crores. Consequent to the aforesaid sale, VSPL ceased to be a subsidiary of the Company.

VSPL project has been capitalized at 34,869.77 Lakhs.

Financial performance of VSPL is as under:

(Rs in Lakhs)

	FYE - March 2023	FYE - March 2022
Total Revenue	25,578.51	19,281.99
EBITDA	9,047.32	7,118.68
Profit after Tax	2,410.89	802.93
Equity Share Capital	8,719.13	8,719.13
Reserves and Surplus	2,577.14	166.11

Pravara Renewable Energy Limited:

Pravara Renewable Energy Limited (PREL) is a SPV formed by the Company to set up 30 MW cogeneration power project on Built, Own, Operate and Transfer basis in Pravara Nagar, Tal. Rahata, Dist. Ahmednagar in Maharashtra for the concession period of 25 years (PREL Plant) with Padmashri Dr. Vitthalrao Vikhe Patil Sahakari Sakhar Karkhana Limited (Karkhana). The Karkhana is a co-operative sugar factory registered under the provisions of the Maharashtra Co-operative Societies Act, 1960.

PREL Plant had commenced operations on 6^th November 2015 and successfully operated six crushing seasons. The viability of the PREL Plant depends upon the ability of PREL to procure bagasse / alternate fuel at a viable price either from Karkhana under the arrangement to supply them power & steam in return or from the open market.

PREL vide letters dated 29^th May, 2021, 3^rd August, 2021 & 6^th August, 2021 had asked Karkhana to supply bagasse as per the Addendum Agreement dated 14^th October, 2020 or compensate PREL for short supply of contracted bagasse fuel to PREL. However, Karkhana vide its letter dated 4^{thp> September, 2021 had rejected PRELs claim and aggressively started interfering in the affairs of PREL plant and deputed its manpower in each & every department and started maintenance of the PREL plant by keeping PREL manpower away by using their muscle power.}

Based on Karkhanas conduct as above,

PREL filed an application under Section 9 of Arbitration and Conciliation Act, 1996 before the Honble High Court of Bombay on 12^th October, 2021 for the interim relief. The Honble High Court of Bombay vide order dated 11^th April, 2022, directed that pending the hearing and final disposal of the arbitral proceedings, pronouncement of the Arbitral Award and until final execution of the Arbitral Award, the Honble High Court of Bombay restrained the Karkhana, its board of directors, promoters, partners, employees, agents, representative and any one acting on behalf of the Karkhana, in any manner from entering the premises of the PRELs Co-generation plant and from carrying out any work / activity for the repairs / maintenance / operation of the PREL plant.

However, Karkhana ignored the aforesaid order passed by the Honble High Court of Bombay providing interim relief in favour of PREL and continued with illegal control and operations of the PREL plant.

Subsequently, Karkhana filed an appeal on 2^nd May, 2022 against aforesaid order dated 11^th April, 2022. After dealing with the Karkhanas appeal and contentions of both the parties, a Division Bench of the Honble High Court of Bombay admitted the Karkhanas appeal filed under Section 37 of the Arbitration And Conciliation Act, 1996 and granted stay of the order dated 11^th April, 2022.

PREL thereafter filed Special Leave Petition (SLP) before the Honble Supreme Court against the aforesaid impugned order dated 2^nd May, 2022. The Honble Supreme Court vide order dated 20^th May, 2022 directed PREL to approach Arbitral Tribunal for relief since the Arbitral Tribunal was constituted. Accordingly, PREL filed its relief application with the Arbitral Tribunal on 18^th July, 2022 under Section 17 of Arbitration And Conciliation Act, 1996 against the Karkhana.

Recall notice dated 27^th September, 2021 and 22^nd November, 2021 issued by Central Bank of India and Union Bank of India respectively (collectively Lenders) vide which the Lenders recalled the entire outstanding amounts owed by PREL. Subsequently, the Lenders had jointly filed an Original Application before the Honble Debts Recovery Tribunal - II, New Delhi (DRT, Delhi) against PREL and others for the enforcement of the claims of Lenders in respect of the Term Loan and Working Capital Loan sanctioned to PREL. The Honble DRT Delhi passed an ex-parte order dated 15^th February, 2022 whereby status quo was directed in respect of the assets of PREL as per Section 19(4) of the Recovery of Debts and Bankruptcy Act, 1993. PREL has challenged the order passed by DRT Delhi before the Honble DRT Delhi on 23^rd February, 2022.

On 9^th March, 2022 and 26^th May, 2022, the Lenders affixed the impugned notice under Section 13(4) of the SARFAESI Act at the premises of the PRELs Co-gen plant and taken symbolic possession. PREL had challenged both the notices before the Honble DRT, Mumbai and the same are pending for filing replies by the Karkhana and the Lenders.

In the meantime, Karkhana approached Honble Debts Recovery Tribunal, Aurangabad (DRT Aurangabad) and filed a Securitization Application and challenged the intention of the lenders as per the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) and the rules thereunder with respect to the leased land. On 29^th December 2021, the Honble DRT Aurangabad without issuing any notice to PREL, passed an ex-parte order of "Status quo" and granted the liberty to the Karkhana to settle the matter with the Lenders.

PREL had challenged the ex-parte order dated 29^th December, 2021 passed by the Honble DRT Aurangabad before the Honble Debts Recovery Appellate Tribunal, Mumbai (DRAT Mumbai). Subsequently, vide order dated 8^th September, 2022, a court receiver had been appointed by the Honble DRT Aurangabad, wherein the PRELs consent had been wrongly recorded for the appointment of a receiver. PREL thereafter filed Civil Writ Petition before the Honble High Court of Bombay, Aurangabad Bench against the appointment of Court Receiver and appraised the court that the Presiding officer of Honble DRAT Mumbai had excused himself in the matter.

The Honble High Court of Bombay, Aurangabad Bench vide its order dated 29^th March 2023 directed the Registry of Honble DRAT Mumbai to file its report with respect to the appointment of an alternate bench. The Registry of Honble DRAT thereafter assigned and transferred the matter to Honble DRAT Chennai.

Great Town Trading Private Limited (GTTPL), an operational creditor of PREL had approached Honble National Company Law Tribunal, Mumbai (NCLT) against its outstanding dues and submitted its application under Insolvency and Bankruptcy code, 2016 (IBC) in 2018. Though PREL had cleared all the dues of GTTPL, an order dated 6^th January, 2023 was passed by Honble NCLT for admission of the petition and Interim Resolution Professional was appointed to carry the functions as mentioned under the IBC. PREL subsequently filed an appeal with Honble National Company Law Appellate Tribunal (NCLAT) against the aforesaid impugned order. The Honble NCLAT was pleased grant an interim stay vide order dated 3^rd February, 2023 which has been further extended upto 1^st November, 2023.

PREL had also challenged the award by the Arbitral Tribunal under Section 34 of Arbitration And Conciliation Act, 1996, passed in favour of Ask Energy Solutions Private Limited (AESPL), an Operational Creditor of PREL. AESPL had moved the execution petition before the Honble High Court of Bombay with a request to issue garnishee notice to Maharashtra State Electricity Development Corporation Limited (MSEDCL) and the Karkhana. On the directions of the Honble High Court of Bombay, MSEDCL deposited a sum of 3.86 Crores under protest and PREL opposed the above execution petition at Honble High Court of Bombay.

PREL had received notice dated 6^th January, 2022 for conciliation meeting from MSME, Nashik on behalf of Hitech Engineers, one of the sub-contractor, claiming principal amount of 38,27,102/- and interest 9,90,325/-. The matter had gone into arbitration on 25^th July, 2023. On 8^th August, 2023, PREL had filed an application under Section 16 of Arbitration And Conciliation Act, 1996 which was taken on record and adjourned to 22^nd August, 2023 for filing reply. The Honble MSME Nashik postponed the hearing dated 22^nd August, 2023 due to administrative reasons and further date is yet to be notified.

The total capitalisation of the project is 274 Crores as on 31^st March, 2023.

Projects under Construction

Indira Container Terminal Private Limited

Indira Container Terminal Private Limited (ICTPL) is a Special Purpose Vehicle promoted by the Company, Gammon India Limited and Noatum Ports Sociedad Limitada Unipersonal SLU, formerly known as Dragados SPL, Spain.

ICTPL and the Board of Trustees of the Port of Mumbai (MbPA) entered into a License Agreement (LA) dated 3^rd December 2007 for the construction and development of an Offshore Container Terminal on Build, Operate and Transfer basis in the Mumbai Harbor (OCT Project) and to carry out container operations from the existing Ballard Pier Station Container Terminal of MbPA for a period of 5 years from the date of award of the license or 2 years from the commissioning of the OCT Project, whichever is earlier.

As per the LA, both MbPA and ICTPL were required to fulfil obligations to ensure that the OCT Project commences operations within 3 years of date of award of the License. However, MbPA had till date did not fulfilled its obligations of completing even the critical activities of capital dredging, filling of Prince and Victoria Docks, permission for procuring equipment and other facilities to enable ICTPL to complete its share of obligations and commence operations of the OCT Project.

As the delay in commencing the operations were beyond the limits set by Reserve Bank of India, the Lenders classified the account as Non-Performing Asset. As a result, the Lenders halted further disbursals of loans resulting in the construction work coming to a complete standstill.

ICTPL had constructed the two offshore berths and a connecting link between the offshore berths and the mainland, a Y shaped trestle. ICTPL requested MbPA to allow it to use the completed berths for handling vessels that do not require large draft as in case of the container vessels. After much discussions with officials of MbPA, ICTPL was allowed to handle Roll On and Roll Off (RORO) vessels and steel cargo vessels from its OCT Project terminal from July 21, 2015 on alternative interim basis. The gross revenue earned from these interim alternative operations was shared between MbPA, ICTPL and Lenders in the ratio of 55:20:25.

For reviving the OCT Project, joint discussions were held between ICTPL, MbPA and the Lenders of the OCT Project. Based on these discussions and active support from the Ministry of Shipping (MoS), a settlement agreement was drafted which was sent to the MoS for their approval. Recommendations from Niti Ayog as well favourable opinion was received from the Attorney Generals office of Government of India. Despite all this, the draft settlement agreement could not be implemented as the same did not receive final approval from the Government of India.

The Lenders attempt of invoking the Substitution Clause under Common Loan Agreement was not successful.

ICTPL invoked the Dispute Resolution Clause under the LA. An Arbitral Tribunal has been formed and the arbitration process is underway. Both ICTPL and MbPA have submitted Statement of Claims and Statement of Counter Claims to the Arbitral Tribunal.

ICTPL initiated a fresh attempt to resolve and revive the stalled OCT Project. A One Time Settlement proposal was submitted by ICTPL to its Lenders and the same is under consideration by the Lenders.

MbPA approached ICTPL to settle all the disputes which are pending for adjudication by the Arbitral Tribunal. ICTPL agreed to participate in the conciliation process subject to the condition that the same would be completed in a time bound manner.

Financial performance of ICTPL is as under:

(Rs in Lakhs)

	FYE - March 2023	FYE - March 2022
Total Revenue	5,317.62	4,827.77
EBITDA	3,114.76	3,153.85
Profit after Tax	(14,827.99)	(13,402.64)
Equity Share Capital	10,156.60	10,156.60
Reserves and Surplus	(75,774.15)	(60,944.57)

Sidhi Singrauli Road Project Limited

Sidhi Singrauli Road Project Limited (SSRPL) is a SPV incorporated by the Company for design, construction, finance and maintenance of a 102.6 kms long, four-lane dual carriageway on NH-75E, which includes the construction of new bypasses of Kachuwahi, Behri, Kathua, Bargawa and Gorbi and realignment of certain stretches (SSRPL Project).

SSRPL Project is located in the State of Madhya Pradesh and is under development on Build, Operate and Transfer (BOT / Toll) basis. The Concession period is 30 years, including the construction period of 2 years. SSRPL will be entitled to collect toll in the entire operation period in lieu of its investment for development of the SSRPL Project. The total project cost is estimated at 1,14,972 Lakhs. The construction activities on the project started in September 2013.

SSRPL Project was facing various issues like land acquisition, Forest and Environmental Clearances, approval to GADs etc. since start of the SSRPL Project. The construction activity was halted due to lack of finance since October 2018. Your Company had attempted to obtain finance to complete the SSRPL Project despite minimal support from Madhya Pradesh Road Development Corporation (MPRDC) in resolving various issues aroused due to non-fulfilment of MPRDCs Conditions Precedent. Ultimately, the MPRDC sought the approval from Ministry of Road Transport and Highways (MoRT&H) to terminate the Concession Agreement and thereafter, terminated the SSRPL Project on 13^th August, 2020.

SSRPL received a letter from Punjab National Bank, Lead Bank (PNB) of the consortium of banks, the in-principle agreement for the one-time settlement of the debts of SSRPL at minimum indicative amount of 275 Crores. SSRPL is pursuing arbitration proceedings against MPRDC and MoRT&H in order to determine the party liable for settlement of the afore-mentioned OTS with the PNB.

Real Estate Project

Sony Mony Developers Private Limited

Ras Cities And Townships Private Limited, a wholly owned subsidiary (RCTPL) of Gammon Projects Developers Limited, a wholly-owned subsidiary of the Company entered into a Memorandum of Understanding dated 13^th May, 2022 with the promoters of Sony Mony Developers Private Limited (SMDPL) for acquiring 10,000 equity shares of 10/- each of SMDPL being 100% of total paid-up capital of SMDPL. The said transfer of 10,000 equity shares of SMDPL to RCTPL was completed on 9^th June, 2022.

SMDPL is in the business of acquiring property, real estate by way of purchase, lease or otherwise and to develop property, real estate and to turn to account such property, real estate by way of sale, lease, renting out or otherwise.

Notice under Section 138 of The Negotiable Instrument Acts, 1881 was served on 1^st May, 2023 to SMDPL and its Directors by Shourya Godara, Advocate, Delhi on behalf of M/s.

Asset Care & Reconstruction Enterprises Limited for bouncing of various cheques of HDFC Bank for total amount of 18,60,02,644/- which was denied by SMDPL in its reply dated 14^th May, 2023.

Financial performance of SMDPL is as under:

(Rs in Lakhs)

	FYE - March 2023	FYE - March 2022
Total Revenue	7,731.08	864.49
EBITDA	(9,043.52)	(177.75)
Profit after Tax	(9,122.07)	(177.75)
Equity Share Capital	1.00	1.00
Reserves and Surplus	(8,867.22)	254.84

Projects under Development

Duburi - Chandikhole

The Company, in joint venture with Gammon Engineers and Contractors Private Limited as the Lead member of the Joint Venture (JV), had made successful bid and received the Letter of Award dated 31^st January, 2018 from the National Highways Authority of India (NHAI) for "Rehabilitation and Up gradation of existing 2-lane to 4-lane standards from Duburi to Chandikhole Section of NH 200 (New NH 53) from km. 388.376 to km 428.074 in the State of Odisha under NHDP Phase - III on EPC Mode (Pkg- NO".

The JV signed EPC Agreement with NHAI followed by Settlement Agreement in January, 2020 for a quoted bid price of 577 Crores for executing the entire scope of work within the contract period of 30 months from 11^th February, 2020 (the Appointed Date).

The contract value was further revised to 492.83 Crores due to change in pavement from concrete to flexible and descoping of Brahmani river bridge. Also, due to COVID 19 pandemic, the completion date is also revised to 5^th February 2023 and now recommended till 23^rd December 2023 owning to LA issues, Cyclones, Labour strikes, HT Lines and approval for GAD of ROB etc.

The JV has commenced the EPC works at site and has achieved first three milestone within time and progressing well as per plan to achieve 4^th and final milestone. The Company has achieved 67.08% of financial progress as on 31^st March 2023.

Sikkim Hydro Power Ventures Limited

Sikkim Hydro Power Ventures Limited (SHPVL) is the Special Purpose Vehicle incorporated for developing Rangit II Hydroelectric Power Project in West Sikkim on BOOT basis (SHPVL Project). SHPVL Project involves the development of a 66 MW run-of-the-river Hydroelectric Power Project on Rimbi River, a tributary of River Rangit.

The Concession period for the SHPVL Project is 35 years from the Commercial Operations Date (COD). SHPVL has requested the Government of Sikkim (‘GoS) for extension of time to achieve COD. The financial closure for the SHPVL Project was achieved in January 2014, which requires revalidation. The Project cost is estimated to be 49,644 lakhs.

SHPVL Project has received all clearances and approvals including environmental clearances from the Ministry of Environment and Forest (‘MoEF). Resettlement and Rehabilitation of the affected persons has been completed, except for additional land which was acquired by GoS later on. All major contracts for the SHPVL Project have been awarded. All the initial infrastructure works including river diversion works are completed. The excavation of 65.5m deep Surge Shaft is completed, 624m Head Race Tunnel (HRT), 267m of Pressure Shaft (PS) is also completed and further excavation of HRT, PS and Dam is in progress.

One of the operational creditor had filed an application before the Honble National Company Law Tribunal, Delhi bench (‘NCLT) and same was admitted on 30^th July, 2021. Accordingly, Resolution Professional (RP) was deputed by Honble NCLT who had formed the Committee of Creditors. Subsequently, the claims of the operational creditor had been settled and accordingly, the creditor had withdrawn his claims before the Honble NCLT and accordingly, the Honble NCLT had vide its order dated 3^rd June, 2022, terminated the insolvency proceedings, discharged the RP and allowed ex-management of SHPVL to take up the management of SHPVL. Consequently, the Board of Directors of SHPVL has taken up the management of SHPVL.

The Board of Directors of the Company at its meeting held on 20^th July, 2022 had proposed to sell / transfer / dispose / dilute in any manner whatsoever of 6,27,35,942 equity shares of 10/- each constituting 100% of the total paid up capital of SHPVL to Statkraft IH

Holding AS, (‘Statkraft) having its office at Oslo, Norway and engaged in the business of renewable energy, hydro wind power and solar power projects.

The Board of Directors of the Company at its meeting held on 1^st September, 2022, consequent to approval of the shareholders at its Extraordinary General Meeting held on 12^th August, 2022, approved the Share Purchase Agreement (‘SPA) to be executed between the Company, SHPVL and Statkraft for sale and transfer of 6,27,35,942 equity shares of 10/- constituting 100% equity shareholding held by the Company in SHPVL to Statkraft for a total consideration of 90 Crores (including repayment of the liabilities of SHPVL). Subsequently, the SPA had been signed by Statkraft, SHPVL and the Company on 2^nd September, 2022 and fulfilment of Conditions Precedent (CP) are in progress.

Cochin Bridge Infrastructure Company Limited:

Cochin Bridge Infrastructure Company Limited (‘CBICL) is a SPV promoted by the Company, which constructed the New Mattancherry Bridge at Cochin in Kerala on a Build, Operate and Transfer (Toll) basis. The 480-metre long bridge along with the 200-metre approach road on both ends connects Fort Kochi to Willingdon Island in Cochin Port Trust area.

It was operational for 14 years from October, 1999 to April, 2014. The total capitalisation of CBICL was done at 879.45 Lakhs.

The original concession period of CBICL was valid till 27^th April, 2014, which was extended by the Government of Kerala (‘GOK) by six years till 27^th April, 2020 by its Government Order dated 24^th January 2005. The extension happened because CBICL had not revised the toll rates based on WPI as per the terms of the Concession and other compliance deficiencies on the part of GOK with reference to the Concession Agreement. However, instead of entering into a supplementary agreement to amend the original concession agreement, as agreed, GOK choose to unilaterally cancel its Government Order dated 24^th January 2005 by passing the Government Order dated 26^th December 2008. CBICL had referred the issue to arbitration and the Arbitral Tribunal had passed orders permitting CBICL to collect the toll fees till further notice. However, the Greater Cochin Development Authority (GCDA) had on 27^th April 2014 (on the last day of the original concession period), without compensating CBICL and in disregard of the Arbitral Tribunal orders, chose to unilaterally seal the toll booths of CBICL at the Mattancherry Bridge at Kochi.

The GoK showed inclination / willingness to settle the matter through mutual negotiations. Hence, CBICL has put the arbitration proceedings on hold pending settlement discussions with the GoK. Further, CBICL has approached Honble High Court of Kerala for seeking directions to the GoK to conclude its decision on settlement discussions expeditiously. The Honble High Court of Kerala was pleased to direct the GoK to decide the matter within a period of 3 (three) months, which period was further extended till 23^rd June 2017.

On the directions of Honble High Court of Kerala, the GoK decided to pay about 16.23 Crores to CBICL, however, the same is yet to be received due to some representation from local resident. Therefore, CBICL has recently moved Interim application before the Honble High Court of Kerala and has filed fresh writ in the matter before the Honble High Court of Kerala for necessary legal relief.

The Honble High Court of Kerala has passed an order in August 2019 on the fresh writ petition filed by CBICL allowing the revival of the arbitration proceedings, and informed GCDA / GoK in January, 2020 for revival of the Arbitration proceedings which was earlier kept in abeyance. GCDA response is awaited in the matter.

Youngthang Power Ventures Limited

Youngthang Power Ventures Limited (YPVL) is a Special Purpose Vehicle formed by the Company for development of a 261 MW run-of-the-river hydroelectric power project on the River Spiti in Himachal Pradesh on a Build, Own, Operate and Transfer basis at an estimated cost of 2,500 Crores, awarded by the Government of Himachal Pradesh (GoHP). The concession period of the Project is 40 years, post commencement of commercial operations.

YPVL has not been able to proceed with the studies to prepare the Detailed Project Report (DPR) due to opposition from locals to the Project on environmental grounds. The Company has sought GoHPs intervention in the matter to take necessary actions and seeking of necessary consents from the gram panchayat in order to enable YPVL to take up site investigation work and preparation of DPR. However, there is no progress in this regard.

YPVL therefore invoked arbitration under Section 11(4) of the Arbitration and Conciliation Act, 1996 before the Honble High Court of Himachal Pradesh on 19^th February 2018 and nominated an arbitrator on 16^th March 2018 against the GoHP to protect the Companys interest in YPVL. Based on the Statement of Claims of YPVL and Statement of Defence of GoHP and after hearing both the parties, the Arbitral Award was pronounced by the Honble Arbitral Tribunal on 23^rd January 2023 in favour of YPVL. The amount of award due to YPVL is expected to be in excess of exposure of 7,124.29 Lacs and therefore the YPVL management does not expect any impairment towards the exposure. The YPVL management is hopeful of an early settlement in the matter and is confident of recovering the amount of exposure.

GoHP had filed Section 34 of the Arbitration And Conciliation Act, 1996 before the Honble High Court of Himachal Pradesh against the aforesaid Arbitral Award dated 23^rd January, 2023. On 19^th August, 2023, the Honble High adjourned the matter for 6 weeks for filing of reply by YPVL and further granted stay subject to deposit of entire award amount by GoHP within 8 weeks.

Tidong Hydro Power Limited

Tidong Hydro Power Limited (THPL), a Special Purpose Vehicle formed by the Company has signed an agreement with the Government of Himachal Pradesh (GoHP) for developing a 60 MW Tidong - II hydroelectric project in Himachal Pradesh. The prefeasibility report for the project has been prepared and submitted to the GoHP, which has since been approved. The concession period of the Project is 40 years, post commencement of commercial operations.

THPL further had started Geo-Technical Studies, Detailed Project Report and Environmental Impact Assessment Studies in 2014-15 which were delayed due to local villagers dispute, inadequate access to site and road blockages, unfavorable weather conditions due to high altitude and issues beyond the control of THPL. In the meantime, one of the JV partner, Torrent Power Limited desired to exit from the JV and accordingly, THPL had requested GoHP for equity change and submitted details for its approval. Subsequently, GoHP requested THPL to submit a fresh proposal for equity change in terms of GoHP Policy. THPL is in the process of preparing the proposal for equity change and would submit the same with the GoHP by December, 2023.

Projects Under Insolvency

Patna Highway Projects Limited

Patna Highway Projects Limited (PHPL) is the Special Purpose Vehicle (SPV) incorporated by the Company for design, construction, finance and maintenance of a 63.17 kms long four- lane dual carriageway on NH 77. This includes new bypass of 16.87 kms connecting NH-28 in the State of Bihar on Build, Operate and Transfer (Annuity) basis. The Company has an equity stake of 100% in PHPL. The Concession period is 15 years, including a construction period of 30 months. PHPL will receive annuity payments of 9,460 Lakhs semi-annually from NHAI during the entire operations period. The total project cost is estimated to be 146,639 Lakhs.

PHPL project had been delayed on account of non-availability of Right of Way (RoW) over certain stretches of the Project highway. The Provisional Commercial Operation date was obtained on 1^st September 2016 for the Project stretch from Km.1.000 to Km.41.500 excluding stretch from Km. 9.400 to Km 10.600. PHPL has received 4 annuity payments since PCOD amounting 378.40 Crores.

In accordance with Section 9 of the Insolvency & Bankruptcy Code, 2016, (IBC 2016) Corporate Insolvency Resolution Process of PHPL was initiated by the National Company Law Tribunal, New Delhi (NCLT) by their order dated 3^rd January, 2020 and pursuant to Section 17 of the IBC 2016, powers of the Board of Directors of PHPL were suspended and the said powers vested with Mr. Sutanu Sinha, Resolution Professional. The Company has submitted a proposal under Section 12A of the IBC 2016 to the Resolution Professional.

The Honble NCLT had vide its order dated 10th May, 2022 dismissed the Companys application filed under Section 60(5) of Insolvency And Bankruptcy Code, 2016. The Company had filed two appeals before the Honble NCLAT against the Honble NCLT, Delhi Order dated 10^th May, 2022. One of the appeals being Appeal no. 920 was filed challenging the approval of the Resolution Plan of Silverpoint Luxembourg. The second appeal being Appeal no. 922 was filed challenging the rejection of the Resolution Plan of the Company.

Appeal no. 920 was dismissed on 25^th May, 2023 against which the Company has filed an appeal before the Honble Supreme Court of India. Appeal no. 922 was dismissed on 20^th October 2023 against which the Company is about to file an appeal before the Honble Supreme Court of India.

On 3^rd September, 2022, the Company had filed a complaint before Honble Chief Metropolitan Magistrate Court, Dwarka South West, New Delhi under Section 200 of Code of Criminal Procedure against NHAI and the same was dismissed on 26^th September, 2023 stating that the matter, being a civil matter, cannot be tried in a criminal court. The Company had also filed a writ against the NHAI and various authorities before Honble High Court of Patna.

On 24^th September, 2022, the Company had filed a FIR at Entally Police Station, Kolkata against Mr. Sutanu Sinha, that the Resolution Professional had forged signatures against which the Resolution Professional filed an application before the Honble Calcutta High Court to quash the FIR.

Risk Management

AJRINFRA has a strong understanding of the risk environment in which it operates and has implemented an enterprise risk management framework to identify, analyse, mitigate, and monitor various risks. As your Company engages in Public-Private Partnership (PPP) projects with Government Authorities, it faces specific sector-related and general concerns. These projects require significant capital investment and have gestation periods ranging from 3 to 5 years, with longer ownership terms of 15 to 35 years. Given the diverse sectors in which AJRINFRA operates, such as road, power, ports, and urban development, a robust, effective, and flexible Risk Management Framework is crucial to achieving the Companys operational objectives and sustaining business performance.

AJRINFRA has undertaken several measures to strengthen its risk management approach.

It has developed an enterprise-wide comprehensive risk management strategy encompassing risk appetite, tolerance, and limitations. This strategy aims to enhance the effectiveness, knowledge, and quantifiability of risk management efforts. In addition to collaborating with its associated Company, AJRINFRA also partners with third-party Engineering, Procurement, and Construction (EPC) contractors as part of its risk diversification strategy.

To ensure smooth project execution and minimise vulnerabilities arising from third-party dependencies, your Company has established a methodology to assess the risk profiles of potential vendors and contractors. It also has an internal vendor risk assessment mechanism in place. These measures contribute to the seamless operation of projects and reduce potential risks associated with third-party involvement.

Furthermore, AJRINFRA continuously improves its review procedures for all projects, streamlining and enhancing them throughout the various phases, from project planning to execution. This ensures that projects are effectively managed and potential risks are identified and addressed promptly.

Operational Risks:

As a company, we recognise that our personnel and operating procedures can inevitably make mistakes. Therefore, we emphasise the importance of highlighting practical corrective measures in evaluating operational risk to eliminate exposures and guarantee effective responses. We know that various risks that can arise from inefficiencies and internal breakdowns in our normal operations. These risks include:

1. Project Opportunity Risk: We understand that this risk can occur due to erroneous omission or insufficient and incorrect appraisal of a project opportunity available for development.

2. Bidding Risk: We acknowledge that this risk can arise from using insufficient or incorrect assumptions when calculating the Financial Bid Variable.

3. Financing Risk: We are aware that failure to achieve or obtain financial closure at a higher cost than expected can lead to this risk.

4. Ownership and Maintenance Risk:

We recognise that various risks can be encountered during our projects operations and maintenance phases, posing challenges to ownership and maintenance.

Mitigation Efforts:

We have implemented a strong Two Tier approach at AJRINFRA to assess project feasibility through technical review and project financial viability through financial review. By carefully selecting projects and conducting comprehensive appraisals, we aim to reduce the possibility of getting involved in Non-Bankable - Non-Profitable ventures. Our Company follows a risk-specific bid/ project risk assessment approach to identify significant risks associated with specific opportunities and projects. We also develop mitigation plans and continuously monitor these risks.

To ensure efficient business processes, responsibility, and accountability at various levels, we have established standard operating procedures at the sectoral, functional, and departmental levels. These procedures are regularly enhanced and supported by appropriate checks and balances, including integrated risk-based internal audit and document management systems. This fosters a proactive risk management culture throughout our organisation, with the necessary support structures in place.

We are dedicated to continuously improving our internal checks and controls to detect and mitigate operational risks. We are also enhancing our review and reporting system to ensure early identification of risks and effective control of potential losses.

As an infrastructure developer, we prioritise flawless business continuity, particularly in cash flow and treasury management. Therefore, our risk review and reporting efforts also focus on cash flow and treasury-based risks at the project, sector, and business levels, utilising an integrated risk assessment approach.

External Risks:

We are aware of the risks that may arise from changes in the external environment, including:

1. Regulatory Risk: This pertains to the potential risks stemming from changes in the regulatory framework governing our operations.

2. Interest Risk: We acknowledge the fluctuations in interest rates in capital markets, which can impact the value of outstanding project debts.

3. Competition Risk: We recognise the risks associated with competition in the infrastructure development business from existing competitors and new entrants with different strategies.

4. Political Risk: We understand the challenges that may arise from a lack of stable administration, frequent changes to development plans and projects, and corresponding shifts in government policies and priorities.

5. Environmental and Social Risks: We consider the potential hazards arising from environmental factors such as natural disasters (Acts of God), social upheaval, and other tragedies that may affect our operations.

Mitigation Efforts:

We, as AJRINFRA, actively anticipate and adapt to significant changes. Our Company maintains a deep understanding of the regulatory landscape in which we operate.

We continually develop strategies not only to navigate through challenges but also to thrive. Our proactive approach includes using "Early Warning Systems," precise procedures, and Business Intelligence (BI) efforts.

We remain well-informed about our competitors, enabling us to stay ahead of the curve. Our strong strategy focuses on client, partner, vendor, and contract management to mitigate various external risks. While we cannot prevent natural disasters, we have taken proactive measures to ensure we are well-prepared. This includes obtaining sufficient insurance coverage and implementing Disaster Management and Recovery Plans. These plans are designed to minimise losses and swiftly restore normal operations.

We aim to position ourselves for success and maintain operational resilience in an ever- changing environment by adopting these proactive measures and strategies.

Strategic Risks:

The strategic decisions made by our Company entail certain risks, which are outlined as follows:

1. Market Risk: This pertains to the inadequate evaluation of sectors or geographies, leading to potential challenges in capturing market opportunities.

2. Secondary Acquisition Risk: Improper acquisitions made in line with our Companys growth plans can pose risks that need to be carefully managed and mitigated.

3. Ventures and Alliances Risks arise from improperly selecting joint venture partners, offshore agents, and other alliances. Ensuring the right partners are chosen is crucial to successful collaborations.

4. Capital Risk: Inefficient capital allocation or utilisation can result in capital risk. Managing and deploying capital resources effectively is important to optimise returns and mitigate potential losses.

Mitigation Efforts:

Before initiating a secondary acquisition or venturing into new geographical markets or infrastructure sectors, our Company conducts thorough studies and analyses. This allows us to gain a comprehensive understanding of the commercial potential, as well as the existing socio-political, regulatory, and economic environment. Each decision goes through multiple levels of in-depth discussions, evaluations, and sensitivity analyses before choices on implementation are made.

Our Risk Management Team performs regular evaluations of systems, processes, and projects, providing unbiased opinions to the management. The Audit Committee offers independent internal audit reports on procedures and Special Purpose Vehicles (SPV). Our Internal Audit function examines every organisational process from a Risk- Based Internal Audit (RBIA) viewpoint and a transactional control adequacy perspective. This ensures that the Board, Management, and SPVs stay informed about critical risks and mitigation strategies.

Regardless of the significance and relevance, all decisions within the organisation undergo explicit risk evaluation and the application of suitable risk management approaches and tools. The Board of Directors/Committees establishes the governing framework for each risk category, governing all corporate actions. The management consistently improves the Risk Management framework.

AJRINFRA is dedicated to continually reviewing and strengthening its bid risk management framework, business continuity, disaster recovery planning framework, enterprise risk policy, and other policies. We aim to foster a risk-awareness culture among our employees through Risk Newsletters, frequent risk updates, case studies, and training programs. These actions prepare us to tackle challenges that may arise at the Next Level of Growth, as the Board of Directors/Committees authorised. All commercial operations are conducted in accordance with this policy.

Internal Control Systems

Considering the extent and size of AJRINFRAs operations, its internal control framework is sufficient. It effectively safeguards against losses, unauthorised use, or disposal of assets. Internal financial controls have been established and undergo periodic evaluations by the Audit Committee of the Board, as required by relevant regulations and rules, whether at the level of Special Purpose Vehicles (SPVs) or other areas. The Company diligently maintains its books of accounts and prepares financial statements in accordance with applicable accounting standards. All transactions are duly authorised, recorded, and reported to the management.

Safety Measures

We prioritise safety throughout every stage of project development, including design, construction, commissioning, operations, and maintenance. At AJRITL, security is consistently evaluated and given top priority.

The main objectives of our safety management and assurance efforts are to protect the environment, our employees involved in operations, and the public. Our HR department strives to provide a safe working environment for both our corporate staff and the workers at each project site.

Cautionary Statement:

The Management Discussion and Analysis section includes statements that may be considered "forward-looking statements" according to relevant securities laws and regulations. It should be noted that your Company cannot guarantee the accuracy of these forward-looking statements or assure their realisation, as they are based on assumptions and predictions of future events beyond your Companys control. Actual results may vary significantly from those stated or implied.

Various factors that could significantly impact your Companys operations include domestic and global economic conditions affecting supply, demand, and price conditions and changes in Governmental rules, tax policies, and other laws.