AJR Infra & Tolling Ltd Management Discussions

1. Overview of the Indian Economy

The Indian economy grew strongly through FY2026. Real gross value added at basic prices rose by 7.9% for the year. Growth strengthened in the second half. Gross value added grew by 8.0% in Q3 FY2026 and 7.9% in Q4 FY2026, against 7.8% and 7.1% in the corresponding quarters of FY2025.

Services and industry each grew by 9.0% for the year, and agriculture by 3.0%. On the demand side, gross fixed capital formation grew by 8.2%, reaching 10.8% in Q4 FY2026, and final consumption expenditure grew by 7.4%. The Index of Industrial Production rose by 4.3%.

Momentum carried into the first quarter of FY2027. The Index of Industrial Production grew by 5.8%, against 3.5% a year earlier. The revised Index of Core Industries grew by

An accelerating technology cycle partly offset the supply shock from the war in the Middle East, holding global growth at 3.0% in 2026.

5.0% in June 2026, led by iron ore, electricity, cement and steel. Some indicators softened: e-way bill generation grew by 12.4% against 20.5% a year earlier, and the manufacturing purchasing managers index eased to 54.6 from 58.1.

Consumer price inflation averaged 2.1% in FY2026 and wholesale price inflation averaged 0.4%. Both have since turned. Headline consumer price inflation was 3.5% in April 2026, driven by food prices, and wholesale price inflation reached 9.7% in May 2026, with the fuel and power group at 30.3%. Retail fuel prices rose cumulatively by 7.4% for petrol and 8.4% for diesel from May 2026, directly adding about 36 basis points to headline inflation.

The Monetary Policy Committee kept the policy repo rate unchanged at 5.25% at its meeting held from 3rd to 5th June 2026 and retained a neutral stance. The rate stood at 6.00% a year earlier. Consumer price inflation for FY2027 is projected at 5.1%, with core inflation at 4.7%.

The Union Budget for 2026-27 raised public capital expenditure to Rs. 12.2 lakh crore, from Rs. 11.2 lakh crore in the budget estimates for 2025-26. The fiscal deficit is estimated at 4.3% of gross domestic product, against 4.4% in the revised estimates for 2025-26, and the debt-to-GDP ratio is estimated to fall from 56.1% to 55.6%.

Three budget measures bear directly on infrastructure development. The Government proposed an Infrastructure Risk Guarantee Fund to provide partial credit guarantees to lenders, addressing the risks private developers bear during development and construction. New dedicated freight corridors are to be established connecting Dankuni in the east to Surat in the west. Twenty new national waterways are to be operationalised over five years, alongside a Coastal Cargo Promotion Scheme intended to raise the share of inland waterways and coastal shipping from 6% to 12% by 2047.

Scheduled commercial bank credit grew by 16.1% in FY2026, against 10.1% a year earlier. Total exports grew by 15.9% year on year in Q1 FY2027 to $129.3 billion, and a current account surplus was recorded in April and May 2026. The rupee averaged Rs. 94.60 to the United States dollar in FY2026, against Rs. 85.58 a year earlier.

The Reserve Bank projects real gross domestic product growth of 6.6% for FY2027. Supply chain disruption, financial market volatility, and weather-related shocks are identified as downside risks, and the south-west monsoon is expected to be deficient.

2. Infrastructure Development in India

2.1 Public Investment and Integrated Planning

Infrastructure has been the principal instrument of public investment in India over the past twelve years. Public capital expenditure rose from about Rs. 2 lakh crore in FY2015 to Rs. 12.2 lakh crore budgeted for FY2027.

The change has been as much about method as money. Planning shifted from project- by-project execution to integrated national programmes. Bharatmala and Sagarmala set sectoral targets for roads and ports.

PM GatiShakti coordinates across transport modes. The National Logistics Policy addresses freight cost and cargo visibility. PRAGATI, established in 2015, provides a review mechanism for delayed projects. Under it, 382 projects worth over Rs. 85 lakh crore have been reviewed, and 2,958 identified issues have been resolved.

2.2 Roads and Highways

India has the second-largest road network in the world at 63.73 lakh km. The national highway network grew by about 61%, from 91,287 km in FY2014 to 1,46,572 km by March 2026. Four-lane and above national highways rose from 18,371 km to 45,516 km over the same period. Access-controlled high-speed corridors and expressways extended to 3,644 km.

Bharatmala Pariyojana. Approved in 2017, the programme organises highway development around economic corridors, border roads, coastal roads and expressways. Roads completed under it reached 22,590 km by 31st March 2026.

Projects completed in the past year. The

213 km Delhi-Dehradun Economic Corridor reduced journey time from over six hours to about two and a half, and includes what is described as Asias longest elevated wildlife corridor through an ecologically sensitive zone. The 109 km Ahmedabad-Dholera Expressway improved freight movement into the Dholera region. In the National Capital Region, the 76 km Urban Extension Road-II opened as Delhis third ring road, and the 10.1 km Delhi section of the Dwarka Expressway was completed with an eight-lane shallow

Public capital expenditure rose from about Rs. 2 lakh crore in FY2015 to Rs. 12.2 lakh crore budgeted for FY2027, alongside a shift from project-byproject execution to integrated national programmes.

tunnel. In Bihar, a new bridge over the Ganga on NH-31 connected Mokama and Begusarai, cutting over 100 km from heavy vehicle routes.

Landmark projects of the past twelve years.

These include the 12 km Sonamarg Tunnel (2025), providing all-weather access in avalanche-prone terrain in Jammu and Kashmir; the 2.32 km Sudarshan Setu (2024), connecting Okha with Beyt Dwarka; the 1.9 km Maitri Setu (2021), linking Tripura with Bangladesh; the 9.02 km Atal Tunnel (2020), the worlds longest highway tunnel above 10,000 feet; the 9 km Dr.

Syama Prasad Mukherjee Tunnel (2017), which reduced the Jammu-Srinagar journey by 31 km and nearly two hours; and the 9.15 km Dhola- Sadiya Bridge (2017), the first permanent road link between Assam and Arunachal Pradesh.

Rural connectivity. The allocation for the Pradhan Mantri Gram Sadak Yojana rose from Rs. 386 crore in FY2015 to ^19,000 crore in FY2027. About 99.6% of eligible habitations have been connected. Road length completed reached 4.11 lakh km between 2014 and 2026, up from 3.86 lakh km from 2000 to 2014, and completed bridges rose from 484 to 10,293.

Electronic tolling. NETC FASTag, introduced in 2016, had 11.86 crore tags in issue by December 2025. More than 98% of highway toll collection now passes through FASTag- based electronic transactions.

2.3 Ports and Maritime Infrastructure

Maritime transport carries about 95% of Indias trade by volume and 70% by value.

Capacity and efficiency. Major port capacity nearly doubled from 873 MMTPA in 2014 to 1,726 MMTPA in 2026. Cargo handled rose from 581 MMT to 915 MMT. Vessel turnaround time improved from 94 hours to 48.8 hours.

Financial performance. The net annual surplus of major ports rose from Rs. 1,805 crore in 2014 to ^10,910 crore in 2026. The operating ratio improved from 65% to 41% over the same period.

Sagarmala. Launched in 2015, the programme links port development with industrial clusters and hinterland logistics and supports coastal economic zones. As at March 2026, 78 projects worth ^5,356.75 crore had been completed.

Shipping capacity. Indian-flagged vessels increased from 1,250 in 2014 to 1,593 in 2026, and gross tonnage from 10.5 MGT to 14.2 MGT. Coastal shipping cargo grew from 74 MMT to 215.29 MMT. The number of seafarers rose from 1.27 lakh to 3.20 lakh.

Projects under development. The Vadhvan deep-draft port, the Tuna Tekra container terminal, and the international ship repair facility at Cochin are expanding container handling and maritime manufacturing capacity.

Capacity nearly doubled while cargo grew by 57%, so utilisation of major port capacity has fallen even as throughput rose.

2.4 Inland Waterways

National waterways expanded from five in 2014 to 111 in 2026, covering 20,187 km across

23 states and four union territories. Of these,

32 were operational as of March 2026. Cargo carried on inland waterways rose from 29 MMT to 218 MMT, and ferry and Ro-Pax passenger movement reached 10.55 crore.

The Jal Marg Vikas Project developed fairway and multimodal terminal capacity on National Waterway-1 between Varanasi and Haldia. Cargo on that waterway rose from 5.05 MMT in FY2015 to 16.38 MMT in FY2025. Under Arth Ganga, the projects second phase, 66 community jetties were operational along NW-1 as of April 2026, serving around 1.22 lakh users daily. India commissioned its first hydrogen fuel cell vessel in Varanasi in December 2025.

2.5 Industrial and Logistics Infrastructure

As at May 2026, 4,220 industrial parks covering about 6.98 lakh hectares were mapped on the India Industrial Land Bank, with 1.33 lakh hectares available for allotment. Around 272 plug-and-play industrial parks are operational, and 20 industrial smart cities have been approved across seven corridors. The BHAVYA scheme, approved in March 2026, envisages 100 further plug-and-play parks.

The PM GatiShakti National Master Plan, launched in October 2021, brought planning across 58 ministries and departments onto a single geographic information platform carrying more than 3,202 data layers as at June 2026. The National Logistics Policy followed in September 2022. Indias position in the World Bank Logistics Performance Index improved from 54 in 2014 to 38 in 2023, with an objective of entering the top 25 by 2030.

Supporting digital platforms include the Unified Logistics Interface Platform, which had recorded over 100 crore application interface transactions by March 2025, and the Logistics Data Bank, which had tracked over 75 million export and import containers by October 2024.

These programmes have widened the base of operating infrastructure assets in the sectors in which the Company holds interests, and have moved tolling, cargo tracking and project planning onto national digital platforms.

3 Indian Power Sector

Indias power sector supports the countrys economic development and social wellbeing. With a focus on universal access to affordable and sustainable electricity, the sector has moved from chronic shortage to a surplus position. That change rests on a unified national grid, near-universal household electrification and a strengthened distribution network. India draws on both conventional and renewable sources, and remains among the global leaders in wind, solar and total renewable installations.

India is the worlds third-largest producer and consumer of electricity. Total installed capacity stood at 5,43,113.80 MW as of 9th July 2026. Thermal remains the largest single category at 2,51,489.13 MW, or 46.31% of the total.

Solar is the second-largest at 1,57,046.04 MW (28.92%), followed by wind at 56,807.04 MW

(10.46%) and hydro at 52,064.66 MW (9.59%). Bio power contributes 11,747.57 MW (2.16%), nuclear 8,780.00 MW (1.62%) and small hydro 5,179.36 MW (0.95%).

Capacity grew by 57,095 MW from the 4,86,018.82 MW reported in August 2025. Solar accounted for 40,798 MW of that addition, more than two-thirds of the total. Non-fossil sources now stand at 2,91,624.67 MW, or 53.69% of installed capacity.

Ownership of Generating Capacity

The private sector holds most installed capacity, at 2,86,2 80.76 MW or 52.71% of the total. The state sector accounts for 1,30,745.49 MW (24.07%) and the central sector for 1,26,087.55 MW (23.22%). Private ownership of generating capacity has therefore surpassed 50%, reflecting the sustained role of independent power producers in capacity addition.

Thermal Energy: Coal

Thermal generation remains the largest single source of installed capacity at 46.31%, against 50.00% a year earlier. Coal-based plants provide despatchable capacity, supporting grid stability and meeting industrial, household and commercial demand as intermittent sources take a larger share of the mix. Thermal continues to account for a substantially larger share of electricity generated than of installed capacity, because solar and wind operate at lower capacity utilisation factors. Thermals share of installed capacity has now fallen below half for the first time.

Renewable Energy: Hydro

Hydropower offers renewable generation that can be varied to meet peak demand, a characteristic that becomes more valuable as intermittent capacity grows. According to NITI Aayog, Indias total hydropower potential is estimated at 1,33,410 MW, of which a little under 40% has been developed.

Hydro capacity grew from 508 MW in 1947 to 52,064.66 MW in 2026. Growth has been steady rather than rapid in recent years, rising from 46,723 MW in 2021 to 52,065 MW in 2026.

Realising the remaining potential will matter for grid stability and peaking supply as the renewable share increases.

Roadmap to Net Zero

India targets net-zero carbon emissions by 2070 and a 45% reduction in carbon intensity by 2030. The transition requires sustained investment in generation, transmission and storage. Installed capacity is expected to roughly double by FY2035, with solar and wind leading new additions, while coal-based capacity also expands to meet growing demand. The share of non-fossil sources in total output is projected to continue rising.

Renewables grew from a fraction of hydro capacity in 2007 to nearly matching thermal by 2026, while hydro and nuclear grew slowly throughout.

4 Company Overview

AJR Infra and Tolling Limited, formerly known as Gammon Infrastructure Projects Limited, is an infrastructure firm mainly involved in projects developed under the Governments Public Private Participation (PPP) model.

The Company executes projects through methods such as Build, Operate, and Transfer (BOT) and Build, Own, Operate, and Transfer (BOOT). It has established a separate Special Purpose Vehicle (SPV) for each infrastructure project it develops under the PPP framework. As a nationwide infrastructure development company, it has a varied portfolio spanning the road, power, and port sectors. Its strength comes from over twenty-five years of experience across multiple segments in the infrastructure industry.

As of 31st March 2026, the Company had a team of 48 people, and its portfolio extends across 6 states within India.

5 AJRINFRA Project Portfolio 2026

Projects	Sidhi Singrauli Road Project Limited	Duburi Chandikhole
Location	Madhya Pradesh	Odisha
Client	MPRDC	NHAI
Project Length/Capacity	105.587 Kms	39.4 Kms
Annual Annuity (Rs. in Crores)	NA	NA
Concession Period	30 years	2 ?2 years (construction)
Project Cost	Rs. 1,159.72 Crores	Rs. 577 Crores
Project Stage	Terminated; one-time settlement concluded	Under Construction. Expected to be completed by March 2027
Revenue Model	Toll	EPC
Projects	Vizag Seaport Private Limited	Indira Container Terminal Private Limited	Pravara Renewable Energy Limited	Sikkim Hydro Power Ventures Limited
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	Rs. 349 Crores	Rs. 1,233 Crores	Rs. 274 Crores	Rs. 496 Crores
Project Stage	Operational	Operational	Operational (under legal dispute)	Under Construction
Revenue Share	17.11% Revenue Share	Revenue Share RORO/ Steel 55%/72%; Container 35.064%	Sale of power and steam to the client; surplus power to MSEDCL	IPP

6 Operational Projects

Vizag Seaport Private Limited (VSPL)

Vizag Seaport Private Limited (VSPL) is an associate of the Company in which the Company holds 23.56% of the Share Capital.

It was incorporated as a Special Purpose Vehicle (SPV) to operate 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.

The Terminal has been handling between 7 to 8 million Tons Per Annum at present and for the Financial Year 2025-26 handled 6.70 million Tons and generated a gross revenue of Rs 248.83 Crores. The company has been selectively monetizing its investment by partial stake sale in the last 3 years.

Indira Container Terminal Private Limited (ICTPL)

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 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 certain obligations by the Mumbai Port Trust (MbPT) under the License Agreement (LA) signed by the SPV with MbPT. The SPV has invoked arbitration against MbpT and the Arbitration tribunal is in place. However, both the parties have sought permission to keep the ongoing arbitration in abeyance since the parties have commenced conciliation proceedings.

The SPV has also completed one time settlement ("OTS") of its outstanding dues with its lenders by executing OTS agreement dated 18/12/2024. The completion of OTS with the lenders would go a long way in reviving the Project. During the year 2024-2025, the Company has transferred control to the new management pursuant to one time settlement with the lenders and has transferred its entire shareholding in the Company retaining only beneficial interest in equity instrument in respect of 16.29%.

7 Projects Under Development

Duburi - Chandikhole (EPC Project)

The Company, in a joint venture (40-6 0) with Gammon Engineers and Contractors Private Limited, has been awarded the contract for Rehabilitation and upgradation of a 2-lane road to a 4-lane road from Duburi to Chandikhole Section of NH 200 (New NH 53) by the National Highways Authority of India on EPC Mode (Pkg- III). The JV has commenced the EPC works at site, achieved the first three milestones on time, and is progressing well as per plan to achieve the 4th and final milestone. The Company has achieved 85% of financial progress as on 31st March 2026.

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 (SHPVL)

Sikkim Hydro Power Ventures Limited (SHPVL) is a Special Purpose Vehicle (SPV) incorporated as a wholly-owned subsidiary of the Company and is 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.

Tidong Hydro Power Limited (THPL)

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 initiated Geo-Technical Studies, a Detailed Project Report, and Environmental Impact Assessment Studies in 2014-15. However, these efforts were delayed due to local villagers disputes, inadequate site access, road blockages, and unfavourable weather conditions at high altitude, all of which were beyond THPLs control. In the meantime, one of the JV partners, Torrent Power Limited, desired to exit from the JV, and accordingly THPL had requested GoHP for an equity change and submitted details for its approval. Subsequently, GoHP requested THPL to submit a fresh proposal for equity change in terms of the GoHP Policy.

8 Assets in Dispute

Pravara Renewable Energy Limited (PREL)

Pravara Renewable Energy Limited (PREL) is a special purpose vehicle (SPV) incorporated as a wholly owned subsidiary of the Company to set up a 30 MW cogeneration power project on a Build, 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 co-operative sugar factory registered under the Maharashtra Co-operative Societies Act, 1960. PREL executed a Power Purchase Agreement with Maharashtra State Electricity Distribution Company Limited.

PREL commenced operations and started generating commercial power from 06.11.2015.

Disputes have arisen between the Karkhana and PREL over the supply of bagasse and other obligations to be performed by the Karkhana under the PDA. The dispute is under arbitration before the arbitral tribunal constituted under the Arbitration and Conciliation Act, 1996. PREL has submitted a Statement of Claim of Rs 706 Crores on Karkhana.

In the meantime, Karkhana has taken illegal/ unauthorised possession of the Plant and has been running it without the Companys authorisation/consent. The SPV has sought an opinion and has also approached multiple legal forums to settle this matter.

Cochin Bridge Infrastructure Company Limited

Cochin Bridge Infrastructure Company Limited (CBICL) is a Special Purpose Vehicle (SPV) incorporated as a Subsidiary of the Company for developing, operating, and maintaining a bridge across the river Mattancherry, connecting Mattancherry and Fort William with Cochin Port Trust, in the state of Kerala under a Concession Agreement (the Contract) with Greater Cochin Development Authority (GCDA) and Government of Kerala (GoK).

Due to public agitation over toll rates, the Project was unilaterally terminated and toll booths were sealed. The SPV had invoked arbitration proceedings against Greater Cochin Development Authority (GCDA) and

Government of Kerala (GoK) and, after a long legal battle of about 10 years, received a judgment in favour of the SPV. The SPV has challenged the order to secure full relief as prayed and release the award amount as per the process. Even Greater Cochin Development Authority (GCDA) / Government of Kerala (GOK) has filed an application under Sec 34 against the captioned award, but the management is hopeful of a favourable outcome.

Patna Highway Projects Limited (PHPL)

One of the lenders, Corporation Bank (merged with Union Bank of India with effect from 1st April 2020), filed an application under the Insolvency and Bankruptcy Code, 2016 with the NCLT, which was admitted, and an Interim Resolution Professional was appointed on 7th January 2020.

The Committee of Creditors and the Resolution Professional accepted the .

Resolution Plan submitted by Silver Point, and the Company filed an application before the NCLT for its approval. The Company also ^: filed an application for approval of its own Resolution Plan. By order dated 10th May 2022, the NCLT approved Silver Points resolution plan and rejected the Companys application.

As per the NCLT order, the Company has no surplus.

The Company filed two appeals on 13th July I

2022 before the NCLAT. Appeal 920/2022 was filed against the approval of the Silver Point plan, and Appeal 922/2022 against the rejection of the Companys plan. The NCLAT dismissed Appeal 920/2022 by order dated 25th May 2023. The Company filed a Civil Appeal in the Supreme Court against _B

the impugned Order on 3rd July 2023. The

Appeal/922/2022, which was filed against t

rejection of the Companys Resolution plan,

was also thereafter dismissed, and the Company has filed the Civil Appeal before the Supreme Court against the impugned order dated 20.10.2023. Both Civil appeals were clubbed and were heard on 26th September 2025, and the Honble Supreme Court was pleased to admit both appeals with a directioi to expedite the matter.

The Company has also filed IA (I.B.C)-5000/2023 on September 6, 2023, in NCLT New Delhi under Section 65 of the Insolvency and Bankruptcy Code against the RP and others for Fraudulent and Malicious Initiation of the Corporate Insolvency Resolution Process by the RP in active connivance of the Banks, ARC, and SRA. The captioned IA was dismissed for technical reasons, and post filing of the restoration application, a fresh IA, being IA-4455/2024, was filed on 20.08.2024 before Honble NCLT, Delhi, against Union Bank of India.

Vide letter dated 7th November, 2023, the Corporate Guarantee provided by the Company amounting to Rs. 1,19,024.39 Lacs was invoked by Phoenix ARC Private Limited, in favour of whom the lenders of PHPL had earlier assigned their respective debts. The Company has not accounted for the invocation of the Corporate Guarantee as the Company has litigated the same before the NCLT Mumbai, where the matter was heard and a dissenting order dated 17.12.2024 was passed by the members. The matter was placed before the Honble President under Section 419(5) of the Companies Act, 2013, for constitution of a Third Member Bench. After being heard on a couple of dates, the petition filed by Pheonix ARC Private Limited was dismissed vide order dated 04.07.2025 by the Honble NCLT. Phoenix ARC Private Limited filed an appeal, being Company Appeal (AT)(INS) 1083 of 2025 before NCLAT, Delhi.

9 Termination of Project and One Time Settlement with the Lenders and Authority

Sidhi Singrauli Road Project Limited (SSRPL)

Sidhi Singrauli Road Project Limited (SSRPL) is a Special Purpose Vehicle (SPV) incorporated as a wholly-owned subsidiary of 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 in the State of Madhya Pradesh and is a Build, Operate and Transfer (BOT /

Toll) Project under a concession agreement with Madhya Pradesh Road Development Corporation (MPRDC). The Concession period was 30 years, including a 2-year construction period. SSRPL was entitled to collect toll for the entire operation period in lieu of its investment in developing the SSRPL Project. The construction activities on the project started in September 2013.

In respect of the aforesaid Concession, disputes arose with Madhya Pradesh Road

Development Corporation, and a dispute resolution mechanism was initiated. The SPV applied for an amicable resolution with MPRDC and MORTH and, upon acceptance, the Conciliation Committee was formed. After several rounds of conciliation proceedings, the conciliation committee finally decided on the resolution. Pursuant to the acceptance of the conciliation committee decision by all parties, the SPV, MPRDC and MORTH entered into a Settlement Agreement dated 25^th March 2025.

The Company and SPV entered into a One Time Settlement (OTS) Agreement dated March 18, 2025 with the lenders in full and final settlement of their dues. This OTS agreement not only resulted in the reduction of the liability of the SPV / AJR Group but also the release of the Corporate Guarantee given by the Company to the Lenders of the SPV.

10 Financial Performance

Neither the Company nor the Group recorded any revenue from operations during FY2026. Consolidated total income of Rs. 2,130.76 lakhs consisted entirely of other income, against Rs. 4,366.89 lakhs in FY2025, of which Rs. 3,469.68 lakhs was revenue from operations. Standalone total income was Rs. 2,401.30 lakhs, against Rs. 1,160.22 lakhs in FY2025, also entirely other income. Consolidated total income is lower than standalone total income because inter-company income is eliminated on consolidation.

Particulars	Standalone	Consolidated
Total income	2,401.30	2,130.76
Total expenses	-	2,399.55
Share of profit of associate and joint venture	-	226.51
Profit/(loss) before exceptional items and tax	95.80	(42.28)
Exceptional items (net)	31,319.27	1,11,098.39
Profit for the year	31,448.36	1,11,092.96
Earnings per share before exceptional items (Rs. )	0.01	(0.00)
Earnings per share after exceptional items (Rs. )	3.34	11.80

The result for the year is dominated by exceptional items arising from the one-time settlement at Sidhi Singrauli Road Project Limited. Before those items, the Group recorded a loss of Rs. 42.28 lakhs and the Company a profit of Rs. 95.80 lakhs.

The positive operating contribution in the consolidated result is the share of profit of the associate and the joint venture of Rs. 226.51 lakhs, comprising Rs. 98.85 lakhs from Vizag Seaport Private Limited and Rs. 127.66 lakhs from the GIPL-GECPL joint venture. The auditors

noted that the associates and the joint ventures financial statements are unaudited and certified by management.

The consolidated exceptional item comprises four movements arising from the settlement. The settlement amount of Rs. 27,500 lakhs paid directly to the lenders by MoRTH and MPRDC was not recognised as income; it was recorded as a reduction in the carrying value of the intangible asset under development, being a reimbursement from the grantor.

Consolidated exceptional items (t in lakhs)	Amount
Write back of loan liability	82,962.42
Reversal of provision for impairment of intangible asset under development	77,351.34
Write off of carrying value of intangible asset under development	(49,851.33)
Other write-back representing liabilities not payable	635.97
Total	1,11,098.39

The standalone exceptional item of Rs. 31,319.27 lakhs comprises the reversal of the provision towards the receivable from SSRPL following the release of the invoked Corporate Guarantee, of Rs. 30,892.45 lakhs, an the recognition of unamortised guaranteed commission on the settlement, of Rs. 426.82 lakhs. The two exceptional items differ because the write-back of the SPVs loan liability and the write-off of its intangible asset arise in the SPVs books and appear only on consolidation, while the guarantee reversal arises in the Companys own books.

Finance costs fell sharply on both bases as the SSRPL borrowings were extinguished. Consolidated finance costs were Rs. 372.00 lakhs against Rs. 21,090.54 lakhs in FY2025. Standalone finance costs were Rs. 359.39 lakhs against Rs. 613.05 lakhs.

Consolidated net worth attributable to the owners of the Company improved from Rs. (1,96,563.45) lakhs as of 31st March 2025 to Rs. (85,470.69) lakhs as of 31st March 2026, an improvement of Rs. 1,11,092.76 lakhs. That is almost exactly the total comprehensive income attributable to owners for the year of ^1,11,092.77 lakhs. The improvement is therefore attributable to the settlement, and not to any capital raised during the year. Net worth remains negative on both bases.

The auditors have drawn attention to a Material Uncertainty relating to Going Concern in both the standalone and the consolidated results, without qualifying their opinion. Current liabilities exceed current assets by Rs. 1,12,907.20 lakhs on a standalone basis and by Rs. 98,248.35 lakhs on a consolidated basis, and cash flows continue to mismatch. Management is confident that the going concern assumption and the carrying values of the assets and liabilities are appropriate, and the financial results do not include any adjustments that may result from these uncertainties.

Particulars	Standalone	Consolidated
Equity share capital	18,917.64	18,917.64
Other equity	(1,20,934.97)	(1,04,388.33)
Net worth	(1,02,017.33)	(85,470.69)
Excess of current	1,12,907.20	98,248.35
liabilities over
current assets

11 Identification and Mitigation of Risks

Risk	Description	Mitigation
Project Opportunity Risk	Incorrect appraisal of project opportunities due to insufficient or erroneous information	Implement a Two Tier approach with comprehensive technical and financial reviews to evaluate project feasibility.
Bidding Risk	Incorrect assumptions during financial bid calculations	Adopt a risk-specific bid/project risk assessment approach to identify and address significant bid risks.
Financing Risk	Failure to achieve financial closure or obtain financing at a higher-than-expected cost	Conduct thorough evaluations before financial commitments and enhance standard operating procedures.
Ownership and Maintenance Risk	Various risks encountered during project operations and maintenance phases	Perform continuous risk assessments and develop comprehensive mitigation plans for ongoing project management.
Regulatory Risk	Changes in the regulatory framework affecting project operations	Utilise early warning systems and business intelligence to anticipate regulatory changes and adapt strategies accordingly.
Interest Risk	Fluctuations in interest rates impact project debt value	Maintain a deep understanding of capital markets and develop strategies to manage interest rate fluctuations.
Competition Risk	Increased competition from existing competitors and new entrants	Focus on strong client, partner, vendor, and contract management strategies to maintain a competitive edge.
Political Risk	Unstable administration, frequent policy changes, and government priority shifts	Stay informed about political environments, anticipate changes, and develop flexible strategies to adapt.
Environmental and Social Risks	Risks from natural disasters, social upheaval, and other external factors	Obtain sufficient insurance coverage and implement disaster management and recovery plans to minimise operational disruptions.
Market Risk	Inadequate evaluation of potential sectors or geographies, leading to missed opportunities or losses	Conduct comprehensive market studies and analyses, perform sensitivity analyses, and have multiple levels of decision-making discussions.
Secondary Acquisition Risk	Improper acquisitions that do not align with the Companys growth plans	Perform detailed due diligence and analyses before secondary acquisitions to ensure alignment with strategic objectives.
Ventures and Alliances Risk	Risks from selecting inappropriate joint venture partners or alliances	Conduct thorough evaluations to choose suitable partners and ensure successful collaborations.
Capital Risk	Inefficient capital allocation or utilisation, leading to suboptimal returns	Develop and regularly review effective capital allocation strategies to optimise returns and mitigate potential losses.

12 Internal Control Systems

Given the scale and complexity of AJRINFRAs operations, our internal control framework is strong and effective in safeguarding against losses, unauthorised use, or disposal of assets. Internal financial controls are well-established and undergo periodic evaluations by the Audit Committee of the Board, in compliance with relevant regulations and rules at all levels, including Special Purpose Vehicles (SPVs).

The Company maintains its books of account diligently, ensuring that applicable accounting standards are followed in preparing financial statements. All transactions are authorised, recorded, and reported accurately to management.

To enhance the efficiency of our internal controls, we continuously update our processes to adapt to evolving industry standards and regulatory requirements.

This includes integrating advanced financial management systems and conducting regular internal audits to identify and mitigate potential risks. Our commitment to transparency and accountability is reflected

in our adherence to these practices, which provide reliable financial information and uphold the integrity of our financial reporting.

Additionally, our internal control systems are supported by a comprehensive risk management strategy. This strategy includes detailed risk assessments, monitoring, and mitigation plans to address financial or operational risks as they arise. By building a proactive risk management culture, we ensure that our internal controls are not only reactive but also preventative, anticipating potential issues before they materialise.

13 Safety and Human Capital

Safety Measures

At AJRINFRA, we prioritise safety at every stage of project development, from design and construction to commissioning, operations, and maintenance. Our commitment to safety is reflected in our continuous evaluation and enhancement of safety protocols. Our primary safety objectives are to protect the environment, our employees, and the public.

We implement comprehensive safety management systems to ensure all project sites comply with stringent safety standards. Our HR department plays a crucial role in providing a safe working environment for both corporate staff and workers at project sites. This includes regular safety training, risk assessments, and preventive measures to minimise workplace hazards.

Our safety protocols are designed to anticipate and mitigate potential risks, ensuring that all operations are conducted safely and securely. This proactive approach not only protects our workforce but also supports the smooth execution of projects, maintaining our commitment to operational excellence and sustainable development.

AJRINFRA is dedicated to building a culture of safety across the organisation, continually investing in safety training and infrastructure to uphold the highest standards of workplace safety. By prioritising safety, we ensure the well-being of our employees, the integrity of our operations, and the trust of our stakeholders.

Human Capital

The Company operates with a small team relative to the scale of the assets and disputes it manages, and continuity of key personnel is important to resolving the matters described in various sections.

14 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. A range of factors could dramatically impact your Companys operations, including domestic and global economic conditions that affect supply, demand, and price conditions, as well as changes in Governmental rules, tax policies, and other laws.