AJR Infra & Tolling Ltd Directors Report

To,

The Shareholders of

AJR INFRA AND TOLLING LIMITED

(formerly Gammon Infrastructure Projects Limited)

Your Directors have pleasure in submitting their 24th Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025 ("Financial Year").

FINANCIAL HIGHLIGHTS

The financial highlights of the Company on stand-alone and consolidated basis for the Financial Year are as under:

Particulars	Standalone		Consolidated
	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Income	1,160.22	2,022.42	4,366.89	7,668.49
Earnings before Interest, Tax, Depreciation and Amortization	(9,061.45)	(23,075.52)	77,685,53	8,124.41
Financial Costs	613.05	906.23	21,090.54	27,879.96
Depreciation and Amortization	3.07	2.83	1,816.21	3,836.30
Tax Expenses	1,494.52	102.01	1,653.06	122.41
Minority Interest & Share of Profit of Associates	NA	NA	961.70	656.50
Net Profit after Tax / (Loss)	(11,172.09)	(24,086.59)	54,087.42	(23,057.76)

DIVIDEND & RESERVES

In view of the loss incurred during the year under review the Board has not recommended any Dividend for the Financial Year ended 31st March,2025

TRANSFER TO RESERVES:

No amount was transferred to Reserves for the Financial Year ended March 31, 2025.

COMPANYS PERFORMANCE:

The Company has been going through a tough time in view of the significant disparity between the companys internal accruals and the requirement for ongoing revenue expenditure as well as Capital investment for new Projects. Despite all odds, the Company has managed to stay afloat by liquidating some of its investments in the subsidiaries / associates and also by monetisation of Claims receivable from old projects which has helped the Company in pursuing the pending legal / arbitration matters.

The Company has also managed to reduce corporate debt to a great extent by negotiating One time Settlement agreement with the Lenders of the stressed subsidiaries. This was possible through arrangement for funds through Prospective investors and also through amicable settlement with the concessioning authority in accordance to which direct payments were released in favour of the lenders in full and final settlement of all the dues.

COMPANYS SUBSIDIARIES

The Company is currently operating the following projects through its subsidiaries /associates which were incorporated as Special Purpose Vehicles (SPVs) s as under:

Indira Container Terminal Private Limited:

Indira Container Terminal Private Limited (‘ICTPL), is a Joint Venture SPV promoted by the Company and Noatum Ports Sociedad Limitada Unipersonal SLU, formerly known as Dragados SPL, Spain for construction, development, operations and maintenance of an Offshore Container Terminal on Build, Oprste, Transer (BOT) basis in the Mumbai Harbor on executing a License Agreement with Mumbai Port Authority, formerly known as Mumbai Port Trust.

The Project was delayed due to non-fulfilment of major obligations by the Mumbai Port Authority (MbPA) under the License Agreement (LA) signed by the SPV with MbPA. The SPV has invoked arbitration against MbPA and the Arbitration process is under process. Both, the parties had kept the arbitration process under abeyance as MbPA had approached ICTPL to resolve all issues. Having no consensus reached in Conciliation process, the parties are continuing with Arbitration. ICTPL has approached the Honble High Court of Bombay for the extension of the arbitration process with effect from 29th August, 2025. The Company is also in the process of filing revised claim considering the time now may file amended claim in arbitration.

ICTPL has settled the dues of its Lenders through a One Time Settlement Agreement and the process of reviving the Project has been initiated by infusing investments from strategic investors in the Company.

During the Financial Year 2024–25, ICTPL has handled 88 RORO vessels, 92 Steel vessels and 0 Passenger vessel with 91,684 vehicle units and 1,194,163 Tons of Steel earning net revenue (net of revenue share) of Rs. 6,740.83 lakhs(Previous year 5,978.23 lakhs).

Vizag Seaport Private Limited:

Vizag Seaport Private Limited (‘VSPL) is the Special Purpose Vehicle (SPV) formed by the Company to develop, construct, operate and maintain two Multi-Purpose Berths EQ-8 & EQ-9 Berths of 9 Metric Ton Per Annum capacity in the Visakhapatnam Port on a BOT basis for a period of 30 years under a License Agreement signed with Visakhapatnam Port Trust. The terminal handles Baby Cape Size Vessels arriving with a Draft of -14.5 m.

During the Financial Year the Company had divested its stake in VSPL and the current holding of the Company in VSPL is 23.56% (Previous year: 40.76%). The Terminal had handled 6.90 Million Metric Ton (Previous year:7.3 Million Metric Ton) of cargo and during the Financial Year 2024-25 had earned revenue of Rs. 25,177.78 lakhs (Previous year: Rs.27,776.44 lakhs).

Duburi – Chandikhole (EPC Project):

The Company in joint venture with Gammon Engineers and Contractors Private Limited has been awarded the contract for Rehabilitation and upgradation of a 2-lane road to 4-lane road from Duburi to Chandikhole Section of NH 200 (New NH 53) by National Highways Authority of India on EPC Mode (Pkg- III)". 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 4th and final milestone. The Company has achieved 80% of financial progress as on 31st March 2025.

The company receives its share of Profit from the JV on a regular basis which helps in defraying the operational expenses.

Sikkim Hydro Power Ventures Limited:

Sikkim Hydro Power Ventures Limited (‘SHPVL), a wholly-owned subsidiary of the Company is an SPV engaged in developing a 66 MW Rangit II Hydro Electric Power Project on River Rimbi, a tributary of River Rangit in West Sikkim on BOOT basis, which consist a 40m high Concrete Gravity Dam, 4745m long Head Race Tunnel, 65.5m Surge Shaft, 2500m Pressure Shaft and Surface Power House.

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 (BOOT) 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 Karkhana Limited (‘Karkhana). The Karkhana is a cooperative sugar factory registered under the provisions of the Maharashtra Co-operative Societies Act, 1960. A Power Purchase Agreement has been executed between PREL and Maharashtra State Electricity Distribution Company Limited. PREL commenced operations and started generating commercial power from 06.11.2015.

Karkhana has taken illegal / unauthorized possession of the Plant and has been running the plant without authorization / consent of the Company. The SPV has invoked the arbitration process and the same is continuing till date besides the matter of possession of Plant by Karkhana being fought in various legal forums.

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 in the state of Madhya Pradesh (‘SSRPL Project). Ministry of Road Transport and Highways (‘MoRTH) which intended to develop this Project under Design Build Finance Operate and Transfer (‘DBFOT) authorized Madhya Pradesh Road Development Corporation (‘MPRDC) to execute the Project on its behalf.

The Concession period was 30 years, including the construction period of 2 years. SSRPL was entitled to collect toll in the entire operation period in lieu of its investment for development of the SSRPL Project. The construction activities on the project started in September 2013.

Delays by MPRDC in providing Land, Right of Way (ROW) and changes in the alignment of the road has resulted in huge increase in Project costs. As a result, the Project could not be completed on its Schedule Commercial Operations Date. However, MPRDC despite its defaults terminated the Project on 13.08.2020. SSRPL being the aggrieved party invoked the Arbitration process.

The Company negotiated for an amicable settlement of the disputes through a a Conciliation process, based on which Ministry of Road Transport and Highways (MoRTH) paid Rs. 275 Crores to the Lenders towards a One Time Full and Final Settlement of the Loan availed by SSRPL and

Rs. 310 Crores to the contractor Techno Unique Infratech Private Limited towards One Time Full and Final Settlement of their dues from SSRPL

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.ajrinfra.in.

THE FUTURE

The Company is taking necessary steps for its successful revival. The success in achieving settlement with Lenders of SSRPL and ICTPL during the current year has resulted in reduction of debt at the Consolidated level, enabling the Company to focus its attention on other stressed subsidiaries/associates. The Company is vigorously following up for settlement of various claims either through the Conciliation and/or Legal route and is confident of being successful. The Company has also selectively monetized some arbitration claims and had sold its stake in some of its subsidiaries to fund the needs of arbitration / legal processes. Simultaneously, the Company is also evaluating various fund raising options for the revival process and hence it is imperative that the Company continues to remain listed on the Stock Exchange.

The Company is also very buoyant on the infrastructure sector and has plans to engage in evaluating infrastructure projects for submitting its bids once the revival process is in place. It will also be bidding for projects under the PPP Model which currently is back of Governments target of developing future infrastructure projects. The Company is also looking at viable opportunities under the EPC model and the Hybrid Annuity Model (HAM). The Company foresees huge opportunities in road, port and power sectors with Indian economy growing at the fastest rate across all the countries in the world. With over 2 decades of experience in infrastructure field in developing road, ports, and power projects the Company is in an advantageous position to seize potential infrastructure opportunities with the country on a fast growth trajectory.

SHARE CAPITAL OF THE COMPANY

There has been no change in the share capital of the Company during the Financial Year. The paid up share capital of the Company stood at Rs. 188.36 Crores as at 31st March, 2025 comprising of 941,830,724 equity shares of

Rs. 2/- each fully paid up.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys internal control systems with reference to Financial Statements are commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business.

INTERNAL AUDIT

M/s. Bagaria & Co. LLP, Chartered Accountants, Mumbai are the internal auditors of the Company.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same on a quarterly basis to the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors ,to the best of its knowledge and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures / along with proper explanation relating to material departures; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Loss of the Company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls operated effectively during the Financial Year and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The Board of Directors of the Company during the financial year comprised of seven directors of which six are non-executive directors and one is an executive director. Out of the six non-executive directors, four are independent directors including one woman director. The Board has an optimum combination of executive, non-executive and independent directors.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), and in terms of the provisions of the Act, the Board of Directors appointed Ms. Komal Goel (DIN-10935374) as an Additional Director of the Company effective 12th February, 2025. Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, Ms. Komal Goel was appointed as Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 12th February,2025. A Special Resolution seeking Members approval for her appointment is being sought at the ensuing Annual General Meeting. Mr. Vinod Shahai (DIN-01184471) and Mr. Sunilbhai Chhabaria (DIN-07162678) Independent Directors whose term of office expires on 30th July, 2025 have ,on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members ,been re-appointed by the Board as Independent Directors for a further term of 5(Five) consecutive years effective from 31st July, 2025. A Special Resolution seeking Members approval for their appointments is being sought at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mineel Mali is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for reappointment.

Key Managerial Personnel

Mr. Kaushal Shah resigned as the Company Secretary and Compliance Officer with effect from 28th February,2025. The Company is in the process of appointing a Company Secretary.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mineel Mali, Whole-Time Director and Mr. Vinay Sharma, Chief Financial Officer are the Key Managerial Personnel of the Company.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management.

Performance evaluation of the Board was carried out during the Financial Year. The details about the same are given in the Corporate Governance Report.

Policy on directors appointment and remuneration and other details

The Companys policy on appointment of Directors is available on the Companys website at www.ajrinfra.in.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the Companys website at www.ajrinfra.in.

FAMILIARISATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS

The details about the familiarization programmes for the Independent Directors is given in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

DEPOSITS

During the Financial Year, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The particulars of loans, guarantee and investment as per Section 186 of the Companies Act, 2013 are given under Notes to Accounts of Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on arms length basis.

The policy on Materiality of Related Party Transactions as approved by the Board is uploaded on the Companys websiteandcanbeaccessedattheWeblinkhttps://ajrinfra. in/sec_info_pdf/PolicyonRelatedPartyTransactions2021. pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of business activities currently being carried out by the Company, your Directors have nothing to report with respect to Conservation of Energy and Technology Absorption as required under Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014.

Foreign exchange outgo (actual outflows): Nil Foreign exchange earned (actual inflows): Nil

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The list of subsidiaries, joint ventures and associate companies of the Company are given in Form MGT-7 (Annual Return), which is uploaded on the Companys website and can be accessed at the weblink https:// www.ajrinfra.in/AnnualReturns.html.

BOARD COMMITTEES

At present, the Board has the following committees to assist in its work:

(i) Audit Committee to, inter-alia, oversee and review the financial reporting system and disclosures made in its financial results; (ii) Stakeholders Relationship Committee to, inter-alia, redress investor complaints; (iii) Nomination & Remuneration Committee to, inter-alia, approve appointments and remuneration of executive directors and lay down nomination and remuneration policies of the Company; (iv) Compensation Committee to administer ‘employee stock option schemes; (v) Business Review Committee to review business, projects and opportunities that arise from time to time; (vi) Corporate Social Responsibility Committee to formulate and implement a ‘corporate social responsibility policy for the Company and (vii) Risk Management Committee to monitor and review the risk management plan of the Company.

The constitution of various committees, its powers, duties and meetings during the Financial Year have been elaborated in detail in the ‘Corporate Governance Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any amount / shares due to be transferred to Investor Education and Protection Fund.

VIGIL MECHANISM / WHISTLE BLOWER

In terms of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Board along with a whistle blower policy. The whistle blower policy has been uploaded on the website of the Company and the same can be accessed at the web link https://ajrinfra.in/sec_info_pdf/Whistle_Blower_Policy. pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since there is no average net profit for the Company for the previous three financial years, no specific funds are required to be set aside and spent towards the Corporate Social Responsibility of the Company during the Financial Year. The Company is yet to formulate the CSR Policy.

ANNUAL RETURN

In accordance with the Companies Act, 2013, Annual Return in Form MGT-7 is uploaded on the Companys website and can be accessed at the weblink https:// www.ajrinfra.in/AnnualReturns.html.

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of Practice Number 4334) is attached and forms integral part of this Report (herein referred to "Corporate Governance Report").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Attention of the members is invited to a separate section titled ‘Management Discussion and Analysis Report which is covered in this Annual Report.

SECRETARIAL STANDARDS

The Company had complied with all applicable Secretarial Standards.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

STATUTORY AUDITORS

M/s. Natvarlal Vepari & Co. LLP (Formerly known as Natvarlal Vepari & Co.), Chartered Accountants (FRN: 106971W/ W101085), the Statutory Auditors of the Company, hold office until the conclusion of the 26th Annual General Meeting ("AGM").

SECRETARIAL AUDITORS

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, the Board at its meeting held on 3rd September, 2025, based on recommendation of the Audit Committee, approved the appointment of M/s Mitesh Shah & Co., Practising Company Secretaries, a peer reviewed firm (Firm Registration No. P2025MH104700 as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025–26 till FY 2029- 30, subject to approval of the Members at the ensuing Annual General Meeting.

STATUTORY AUDITORS REPORT

The Statutory Auditors have qualified their opinion in their Independent Auditors Report as follows:

Material Uncertainty relating to Going Concern.

We invite attention to Note 27 of the Financial Statement relating to material uncertainty relating to going concern. The Companys current liabilities exceeded current assets significantly and are at Rs. 1,43,974.95 lacs. There is a continuing mismatch including defaults in payment of its financial obligations to its subsidiary Company. The liquidity crunch is affecting the Companys operation with increasing severity. We also invite attention to note 26 of the Statement wherein status of various SPV projects which are stressed due to delay in completion, cost overrun, liquidity crunch and have legal issues, arbitration proceedings or negotiations including the pending NCLT petition filed by the creditors of PHPL. The future of these projects as also the successful progress and completion depends on favourable decisions on outstanding litigations being received by the Management. The resolutions planned by the Management are pending since a long time and are not concluding in favour of the Company. These conditions indicate the existence of Material Uncertainty which may impact the Companys ability to continue as a going concern. Our report is not qualified on this matter.

Emphasis of Matter

Without qualifying our opinion, we draw attention to the following matters;

(a) Attention is invited to Note 29 (a) of the Standalone Financial Statements in respect of Patna Highway Projects Limited (PHPL) where the CIRP proceedings have been initiated. NCLT has approved the resolution plan vide order dated May 10,2022 submitted by Resolution Professional and as per the NCLT Order no surplus is available to the Company. The Company lost the appeal before NCLAT and has filed an appeal in Supreme court against the NCLAT order and expects a favourable outcome on the matter. Pending the outcome, in view of the long pendency of the matter under litigation, the Company out of abundant caution and on the principle of prudence has impaired the entire exposure in its books for accounting purposes while retaining its right to litigate. The Lawyers have advised the management that it has a good case for a favourable outcome of the litigation. Since the invocation of the guarantee is also subject to litigation as detailed in the note, the Company has not accounted the invocation. Exposure of the Company is Rs. 1,19,024.39 lacs (non – funded) and funded exposure of Rs.21,294.65 lacs, funded exposure of is already provided in financial statements.

(b) Attention is invited to Note 26(a) of the Standalone Financial Statements in respect of Indira Container Terminal Private Limited, where the exposure of the Company pursuant to the achievement of the OTS and the introduction of the New investor is Rs. 8,130.13 lacs (funded) and Rs. 3,500 lacs (Bank Guarantee), the management asserts that this amount is due and receivable from operations, on account of the improved viability pursuant to the OTS, and the arbitration claims and does not need any provisions presently. We have relied on the management assertions in this matter.

(c) Attention is invited to Note 26 (f) of the Financial Results, relating to a Pravara Renewable Energy Limited , where there are multiple legal challenges existing before various forum which are not concluding with respect to the following:

- Karkhana has taken illegal / unauthorized possession of the Plant and has been running the plant without authorization / consent of the Company.

- No information is forthcoming regarding purchase/sales from the project although the same are carried out in the name of the SPV.

- The receiver appointed by the DRT does not report the transaction to the SPV and operates the unit without recourse to the management of the SPV.

- The SPV is marked as a NPA by the lenders.

- The Company has provided a letter of Comfort to the lenders towards their credit facilities.

- Operation of the project is under constraints as detailed in the note.

- The SPV has also invoked arbitration against the Karkhana and the Karkhana has approached Debt Recovery Tribunal (DRT). Based on the submission of Karkhana that the Plant was possessed and run by Karkhana, the tribunal ordered to maintain status quo. The Company is yet to file its response at DRT.

- The statutory auditor of the SPV have disclaimed their opinion in their audit report for the year ended March 31,2024 for illegal occupancy of the factory by Karkhana and that the access to facility and records and transactions for the period from January 1, 2022 to March 31, 2024 are not available with the Company.

- The Financial Statement for the year ended March 31, 2025 is not available.

The Company on a prudent basis has provided for the entire funded exposure in the previous period, however there is exposure towards non funded exposure of Rs. 19,167.00 lacs.

(d) We invite attention to note number 26(b) wherein the Company has detailed about the Settlement Agreement with MPRDC/MORTH by one of its SPV namely SSRPL and the One-time settlement agreement with the lenders where the Company also is a party. Since as on March 31, 2025, the OTS was not completed as payments were not made by MORTH/ MPRDC in terms of settlement agreement, no effect for the OTS, which was subject to receipt of the consideration, has been given by the SPV and also the Company in these Standalone / Consolidated financial statements. The effects will be given after receipt of all the necessary documents and satisfaction of the terms of the agreement with the Lenders and MORTH/MPRDC. Our report is not qualified on this account.

Management Clarification for the afore-mentioned qualified opinions by the Statutory Auditors in their Report are provided as below:

The Company has been facing a working capital mismatch primarily due to the default of the SPV to fulfil the financial obligations towards their lenders. The Management has been discussing with the authorities and also the lenders regarding the settlement of dues. In the Current year, the Company has also managed to reduce corporate debt to a great extent by negotiating One time Settlement agreement with the Lenders of the stressed subsidiaries. This was possible through arrangement for funds through Prospective investors and also through amicable settlement with the concessioning authority in accordance to which direct payments were released in favour of the lenders in full and final settlement of all the dues.

The Company has been going through a liquidity crunch in view of the significant disparity between the companys internal accruals and the requirement for ongoing revenue expenditure mainly related to the litigations / arbitration proceedings. The Company feels that they have a favourable positions in the legal / arbitration matters. The Management has liquidated some of its investments in the subsidiaries / Associates and also monetised some of the Claims receivable from old Projects which has helped the company in defraying the operational expenses and pursuing the pending Legal / Arbitration matters.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of Practice Number: 4334) was appointed to undertake the Secretarial Audit of the Company for the Financial year 2024–25.

In terms of Regulation 24A of SEBI Listing Regulations and provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report in Form no. MR-3 has been annexed to this Board Report as Annexure 2.

With respect to the observations made by the Secretarial Auditor in their audit report the Board would like to state that

1. The Company is in the process of appointing a whole time Company Secretary

2. The Companys equity shares have been suspended for trading on BSE and NSE The Company has responded to the queries raised by the exchanges and submitted necessary information and all compliances have been updated. The Company is working with the stock exchanges towards revocation of the suspension .

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure 3.

During the Financial Year, none of the employees are in receipt of remuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Consequent to change in personnel of the Company and its subsidiaries, the Board had re-constituted Internal Complaints Committee (‘Committee) w.e.f. 1st September, 2022. The Committee now comprises of Ms. Charushila Choche as Chairperson, Mr. Ravindra Desai, Mr. S. Lakshmayyah and Ms. Akansha Rathi, Company Secretary in Practice and Insolvency Professional as the members of the Committee.

During the Financial Year, no complaint was filed before the Internal Complaints Committee.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments after the closure of the year till the date of this report, which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

LISTING OF EQUITY SHARES ON EXCHANGES

Both National Stock Exchange India Limited and BSE Limited has suspended the trading in securities of the Company with effect from 13th March, 2023 due to non-compliance with Regulation 33 of SEBI Listing Regulations for two consecutive quarters i.e. June 30, 2022 and September 30, 2022. Hence, no stock market price data or the period 01–04–2024 to 31–03–2025 is available. The Company has since then complied with and continues to comply with all the Listing Regulations. The Company is working with the exchanges to revoke the suspension.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the support received by the Company from its shareholders and employees. The Directors also wish to acknowledge the co-operation and assistance received by the Company from its business partners, bankers, financial institutions and various Governments, Semi Government and Local Authorities.