Gammon India Ltd Directors Report

To,

The Members of Gammon India Limited,

Your Directors have pleasure in presenting their 102^nd Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 ("Financial Year"), together with the Statutory Auditors Report thereon.

1. Review of Financial and Operational Performance: (Rs.in crores)

Particulars	Standalone		Consolidated
	For the Financial Year ended March 31, 2024	For the Financial Year ended March 31, 2023	For the Financial Year ended March 31, 2024	For the Financial Year ended March 31, 2023
Profit before Other Income,	(708.07)	(758.17)	(598.96)	(63.34)
Depreciation and Interest
Add:
Other Income	49.10	21.96	147.07	123.26
Less:
Depreciation	1.78	2.14	1.86	2.22
Interest	916.65	813.29	1129.29	965.35
Profit/(Loss) before Tax	(1577.39)	(1551.63)	(1583.04)	(907.65)
Less:
Provision for Taxation	385.61	(11.55)	385.52	(10.47)
Profit/(Loss) after Tax	(1963.00)	(1540.08)	(1968.56)	(897.18)
Transferred to Minority Interest			(3.18)	29.31
Profit/(Loss) for the year	(1963.00)	(1540.08)	(1965.38)	(926.48)
Add:
Profit brought forward from the previous year	(9530.76)	(7990.66)	(9205.43)	(8263.50)
Available for Appropriation	(11493.89)	(9530.74)	(11155.47)	(9205.43)
Appropriations:
On Divestment of Subsidiary
Dividend (Proposed) Equity Shares
Tax on Dividend
Other Adjustments		(0.02)
Balance carried to Balance Sheet	(11493.88)	(9530.76)	(11155.47)	(9205.43)

The Financial Statements for the year ended 31st March, 2024 have been restated in accordance with Ind-AS for comparative information.

The Financial Statements are in compliance with Ind-AS, notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder and other accounting principles generally accepted in India.

During the Financial Year the Turnover of the Company on a Standalone basis stood at Rs. 39.25 crores, as compared to Rs. 101.48 crores during the previous F.Y. ended 31st March, 2023. The Company posted a Net Loss after Tax of Rs 1963.00 crores during the year ended 31st March, 2024, as against a Net Loss after Tax of Rs 1540.08 crores during the previous FY ended 31st March, 2023.

On a Consolidated basis, the Turnover of Gammon Group during the Financial Year stood at Rs. 71.74 crores as compared to Rs.115.05 crores for the previous financial year ended 31st March, 2023. The Group posted a Net Loss after Tax of Rs

1968.56 crores during the Current Financial Year, as against a Net Loss after Tax of Rs.897.18 crores during the previous

F.Y. ended 31st March, 2023. Interest and finance costs continue to be high. The turnover/income is from the residual EPC business, post carve out of the operating business. During the year under review the finance cost which includes the interest costs was Rs. 916.65 crores. The loss was primarily due to the provisions and write off made in claims and receivables based on the Independent Valuers Report.

GAMMON

THE BATTLE FOR SURVIVAL & TO RISE Brief History

100 years ago Mr. J.C. Gammon a Mathematical Scholar and Civil Engineer was assigned a job to construct the Gateway of India while he was employed as an Assistant Engineer in the Public Work Department. He left his current employment and formed M/s. J.C. Gammon to carry out the task of the 1^st Monument Structure the ‘Gateway of India and thus the Company was formed. He had a vision and foresight for the need of the country. Mr. Gammon an excellent Engineer, Innovator and Entrepreneur responsible for solid foundation of the great Institute which was later known as Gammon India Ltd.

Most of the Architectural structures in the fort area of Mumbai City were the early landmark achievements of Gammon India Ltd. The work which was accomplished by the pre-casting concrete was introduced by Gammon in the country, due to which the Company was aptly called the Sculptor of Concrete in India.

The reign of the Company gradually fell in the hands of Indian, Late Dr. T.N. Subba Rao, a Legend in the Civil Engineering who has carried forward technology and the innovation in civil engineering and gave Gammon a very respectable place in the history of Indian Construction Industry in 70s.

Around 1990 a young Entrepreneur of around 30 years, Mr. Abhijit Rajan took the reigns of Gammon in his professional hands. Realizing the potential of the Company and understanding the magnitude, he carried forward aggressively the expansion of the Company. Till the time Mr. Rajan commenced the Companys concentration was only on Civil Engineering projects. Post

Mr. Rajan acquiring the command, the Company expanded in the field of manufacturing, transmission, oil business and cross country pipeline in addition to core civil engineering business.

By 2000, the Companys CAGR exceeded 25% and ROCE by 20% and resulted in Gammon being the only Company with a consistent dividend payout for over 30 years. By 2008, Gammon was among the largest infrastructure companies in India with a revenue of over Rs 2500 crore, net worth of over Rs 1000 crore, a debt/equity ratio of just 0.39:1 and a market cap of more than Rs. 4200 crores.

Gammon was looking at opportunities to expand its presence in burgeoning Indian power sector. Gammon had a strong legacy of credentials in power sector across thermal, hydro and nuclear power plants in the field of civil work including tunnels, intake well, dams, and specialized work like cooling towers, chimneys, etc., Gammon decided to become a "one stop energy shop" in power sector by expanding presence across entire energy value chain. This was done by combining existing civil EPC capability in power with manufacturing and supply of power equipment, transmission & distribution and operations and maintenance capabilities across thermal, hydro, nuclear and non-conventional forms of energy. By doing this Gammon would become eligible for bidding and executing mega turnkey projects in rapidly growing and large supercritical thermal power projects.

Gammon had a footprint in Civil Engineering projects in all types of structures like bridges, tunnels, roads, jetties, ports, dams, canals, all types of power plants, chimneys, silos, water towers, residential projects, industrial projects like cement and steel plants, cooling towers, religious structures etc.

Gammon has completed over 2000 projects of small, medium and large scale covering majority states and districts of the country in its first 100 years. Gammon has delivered 20 projects Building the Nation in its each first 100 years. Many of the Companies during the period have achieved such record in their entire existence. It has successfully completed projects internationally as well. It is Gammon which has acquired the title of ‘Builders to the Nation by developing all types of infrastructure projects from Kashmir to Kanyakumari and Kutch to Arunachal Pradesh.

Slowdown of Economy and its effects on Gammon

During FY2012 and FY2013, Gammons financial performance suffered on account of slowdown in the economy, delay in award of new projects and project execution delays. The working capital cycle of Gammon was also stretched due to non-achievement of milestones and delayed recovery of receivables. Gammon also invested in overseas subsidiaries and non-core assets by way of loans and advances or equity. The subdued market conditions could not yield the desired returns on overseas investments and the interest cost on acquisitions added to the stress of Gammon. GIL was not able to meet its debt obligations to its lenders. Hence, GIL referred itself under the aegis of CDR Cell for restructuring of its debt in March 2013.

As the planned cash flow could not materialize and on proposed CDR failing, the Company hived off its two main businesses to service lenders dues. By doing so, the Company have resolved 75% of the lenders dues.

The residual Companys operations have been affected in the last few years by various factors including liquidity crunch, unavailability of resources on timely basis, delays in execution of projects, delays in land acquisition, operational issues etc. The Companys overseas operations are characterized due to weak order booking, paucity of working capital and uncertain business environment. Also the Companys current liabilities exceed the current assets by Rs. 10,189.79 Crore as at March 31, 2024. The facilities of the Company with the Secured lenders are presently marked as NPA since June 2017. The liquidity crunch has resulted in several winding up petitions being filed against the Company by various stakeholders for recovery of the debts which the Company has been settling as per the mutually agreed repayment terms. The liquidity crunch is affecting the Companys operation with increasing severity. The Secured lenders have recalled the various facilities, initiated recovery suits in the Debt Recovery Tribunals as well as filing a winding up petition with the National Company Law Tribunal, Mumbai bench under the Insolvency and Bankruptcy code The Companies Proposal for restructuring have undergone multiple iterations with the many of the Lenders approving while other not according their approval.

Revival Plan

Pursuant to the execution of the ICA the lenders appointed M/s Deloitte Touche Tohmatsu India LLP as Process Advisory (PA) in the resolution process of the Company. Subsequent to the abovementioned appointment the representatives of Deloitte attended one of the Joint Lenders Meeting held on 13th January, 2020, wherein the plans regarding the way forward on the resolution process were presented. Subsequently on the recommendation by Deloitte the Company signed an engagement letter with Duff and Phelps (D&P) to carry out the valuation of the Company and estimation on the recoverability of arbitration claims of the Company and on such terms and conditions as directed by IDBI Bank.

In furtherance to the execution of the ICA, the Company submitted a draft resolution plan to the consortium of lenders. Pursuant to the submission of the resolution plan, Seven lenders including the lead monitoring institution provided their in-principle sanction to the company. Due to delay in approval of resolution plan by other Bankers the fund through which Everstone (Investor) was intended to invest was closed.

Due to time constraint, Gammon has proposed an alternate investor with the same terms and conditions for the revival of the Company which is accepted by the Bankers. The lenders discussed the above matter at the Joint Lenders meeting dated 5th March 2022 The top Management of few lenders were not in agreement for the time period proposed in the resolution. The Company presently has submitted a revised proposal to the lead bankers for which a joint lender meeting is planned in the near future. The management is hopeful of obtaining approval of all the lenders.

During initial years of second century, Gammon has spent its energy on salvaging all possible value of the Company to bounce back afresh for its second century. The core DNA of Gammon namely Customer Focus, Technology, Innovation, Human Resources and focus on Interest of Stake Holders will help Gammon to rise against all adversities.

OVERSEAS SUBSIDIARIES

Sofinter Group, Italy Established in 1979, Group Sofinter, Italy comprises four principal Companies viz. Sofinter S.p.A

A.C. Boilers S.p.A (formerly AnsaldoCaldaie S.p.A), Europower SpA, ITEA SpA. The Group is engaged in the manufacture/ EPC of packaged industrial boilers/utility/ power generation boilers respectively, catering to the oil and gas industry, industrial manufacturing and power utility plants worldwide. The Group has modern manufacturing facilities in Italy, Romania and India and a dedicated R&D facility in Italy.

Sofinter SpA, the holding company of the Group Sofinter, also has Macchi as the main manufacturing division. Macchi is a world leader and original equipment manufacturer of packaged industrial boilers and Heat Recovery Steam Generators with applications in Oil and Gas refineries, petro chemical plants, industrial manufacturing units and co-generation plants. Till date

Macchi has over 1,000 units installed world-wide to its credit which is backed by a strong after sales service unit to cater to their needs.

AC Boilers S.p.A., is the market leader in design, supply, manufacturing and installation of utility power boilers and original equipment manufacturer of HRSGs upto 260 MWe for CCP plants. With 150 years of experience in steam generation and burner technology field, the company has an installed base of over 80,000 MWe and 1,000 units. It also provides rehabilitation, fuel conversion and after-sales services for existing boilers, with a strong foothold in Egypt (ACBE – 98%) and India (Ansaldo

Caldaie Boilers, India 26%). The Advance Combustion Research Centre of the company offers specialized services to customers, even as its products are qualified for Super CriticalApplications.

Europower S.p.A, is active in EPC of waste-to-energy turnkey plants, including CHP for refinery, petrochemical and chemical industry, CCPP for power plants, district heating and cooling plants. It is also engaged in operations and maintenance of power and industrial plants.

ITEA S.p.A Established in 2002, ITEA is the R&D division dedicated to development and patenting of zero-emission Isotherm

PWR Flameless Oxy- combustion technology (Isotherm PWR*) to be used in industrial and utility Power Plants. The flameless pressured oxy-combustion technology uses high temperatures, oxygen-enriched air and pressurization in an innovative manner to meet future environmental challenges in energy and waste segments. Industrial waste treatment, municipal solid urban waste and low-grade coal are other applications of the cost-effective clean technology.

ITEA S.p.A is set to commercially roll out this technology in select applications in the coming years. Group Sofinters Consolidated Financial Statements include the financial statements of Sofinter S.p.A (the parent of the companies over which it exercises control directly or indirectly, from the date on which control was acquired upto the date on which it ceases.

Operations in 2023 continued to remain challenging due to the knock-on effect of the continuing conflicts and uncertainties in supply chains.Execution of Macchi units was robust and exceeded the budget but Projects of AC Boilers continued to fall behind due to internal and external factors impacting timely execution and resulting in cost overruns.The consolidated revenues of the Group were Euro226 Million resulting in a consolidated loss of Euro13.7 Million.Due to losses for the third year running,the net worth of the Group has further eroded causing severe curtailment of banking facilities from the Group of Banks in Italy.

As stated in the Annual Report of the previous year an investor search was initiated by KPMG Italy and Axia Capital Italy resulting in the signing of a Term Sheet.This resulted in the execution on April 22nd,2024,of an investment agreement (the "Investment Agreement") and a Shareholders Agreement by (i) the Company, in its quality as corporate guarantor of Gammon Holding (Mauritius) Ltd and Gammon International B. V. , (ii) Gammon Holding (Mauritius) Ltd (iii) Gammon International, B.V.

(iv) Sofinter and (v) the Investor(Nova Energy Holding s.r.l)whose corporate capital is owned by Mutares Holding-64 GMBH

Germany and Axiom Partners 12 S.AR.L.Luxembourg with a holding of 51% and 49%, respectively.Gammon companies obtained approvals of ICICI,Canada/UK and Export-Import Bank of India prior to execution of these documents under the terms of the pledge agreements.

The main provisions/obligations under this transaction are:

(i) the Investors commitment to subscribe and pay-in,in full, the increase in Sofinters share capital reserved for it for a total amount of 12 million for a post-infusion holding of 90% in Sofinter S.p.A.on the date of closing.

(ii) the investors commitment to obtain restructuring of the existing Bank liabilities of Sofinter Group through a haircut and an additional medium term loan guaranteed by it from Illimiity Bank Italy for an amount of approximately €35 million towards working capital needs on the date of closing.

(iii) Gammon International Bv will continue to hold 78682127 shares and Gammon Holdings Mauritius Ltd.will continue to hold 84734598 shares for an aggregate holding of 10% of the share capital in Sofinter S.p.A. post-infusion.

(iv) These 10% shares will be pledged wholly in favor of ICICI/Exim Bank on the date of closing.

(v) a graded waterfall mechanism depending on the valuation at exit agreed between the Parties, with an exit for Gammon equal to €34 Million at a valuation of €135million.The exit is foreseen in 4 years after closing.

(vi) Representations & Warranties given by Gammon with a cap at 1 euro, except in case of willful misconduct as defined in the Investment Agreement.

As a minority shareholder the following protections for Gammon have been provided:

(i) right to designate one BoD member of Gammon on the Board of Sofinter.

(ii) veto rights, within the Companys shareholders meeting, concerning

(a) any amendments to the by-laws materially affecting Gammons rights (except for those mandatorily required by applicable law), and

(b) any material amendments/transaction having the effect of substantially modifying the Companys corporate purpose or the Companys business.

(iii) information rights on a quarterly basis with reference to management, operation and financial performance of the

Company and the Group Companies;

(iv) tag-along right concerning all Gammons shares in case of transfer by the Investor of more than 50% of the Companys corporate capital; (v) indirect tag-along right concerning all Gammons shares in case of Mutares ceasing to be the controlling shareholder of the Investor;

(vi) 10% anti-dilution protection in case of potential combination between the Company and any of the Investors Affiliates except in case of injection mandatorily required pursuant to Italian law (articles 2446-2447 of the Italian civil code) or requested by regulatory or banking requirements.

The capital infusion of €12 million as well as restructuring of existing bank debts and the additional working capital funding cited above have been duly received on the closing date i.e. April 22^nd , 2024. Furthermore, pledge on the Gammon shareholding in Sofinter has been duly completed and recorded on that date. Other required compliances with the regulatory authorities in

India are duly completed.

Franco Tosi Meccanica S.p.A. (In Extraordinary Administration)

As pointed out in the previous years, with the transfer of the operational assets in all respects having been completed to Bruno Presezzi S.p.A, the Commissioner has started the second phase of disposing of the non-core assets of the Company. These primarily comprise of approx 60 acres of land in Legnano, Milan, buildings and some equipment within. Even piece-meal sale of the land is proving to be a challenge in light of continuing limitations in the Italian economy in general. During the year 2023,the Commissioner for Liquidation of FTM obtained from the local civic authority in charge of land, a change in the end usage of this land possibly to improve its overall sale potential and price. The impact of the same will be known in the coming years. Meanwhile creditors in order of ranking and their dues continue to be negotiated by the administrator and are paid off to the extent of amounts received from the disposal of the assets as and when these materialize. This process of creditor pay-outs will continue till such time all the land is sold in the coming years.

Campo Puma Oriente S.A.(Puma Oil Block)

The Puma Oil Block is located in Ecuadors Oriente Basin in the Orellana Province east of Quito with an area of 162 square

Kms. The Block was part of the second international marginal field bidding round and the contract was signed in March 2008 for a 20 year term with Consorcio Pegaso comprising two Companies, namely Campo Puma Oriente S.A. (CPO) with 90% share and Joshi Technologies Inc. with the balance 10%. Gammon India Limited has a 73.80% share in CPO corresponding to 66.40% share in Consorcio Pegaso. Initially, the contract was production sharing, but in February, 2011, it was changed to a service contract for an 18 year term. The remaining oil recovery from the existing Puma field is approximately 14.3 million barrels, excluding probable and possible reserves. There are 11 operational wells in the Puma Block. However, as reported in the previous years, the field remains closed as all wells continue to be capped due to the inability to perform much needed interventions including water injections, artificial lift etc. as also additional CAPEX. In the absence of executing these procedures due to the impossibility to fund the same on account of the on-going restructuring being undertaken in Gammon there has been no progress in this direction prompting the Ministry of Hydrocarbons, Ecuador to invoke various stringent provisions under the Contract citing breaches and seeking termination.

2. Dividend

In view of the losses the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2024.

3. Reserves

No amount was transferred to Reserves for the Financial Year ended March 31, 2024.

4. Finance

During the year under review the Company did not raise any capital from the capital markets either by way of issue of equity shares, ADR/ GDR or any debt by way of Debentures.

The standalone residual CDR Principal debt of Rs. 5168.23 crores (amount as on 31st March 2024) (including an amount of Rs. 1232.84 crores pertaining to recalled facility of the SPVs) has become a Non Performing Asset with the lenders as on 30th June, 2017.

5. Debentures

As on March 31, 2024 the Company had an outstanding principal balance of NCDs amounting to Rs. 2,87,97,06,471 Also the FITL outstanding on the NCDs was Rs. 45,36,063 which makes the total principal outstanding to Rs.28,84,123,768. The said debentures and interest thereon continue to remain unpaid for more than a year. Repayment of debentures is also part of the settlement proposal as mentioned above, subject to the approval of the lenders to the proposal.

6. Public Deposits

The Company has no fixed deposits under Chapter V of the Companies Act, 2013, and did not accept any further deposits during the Financial Year 2023-24.

7. Transfer of Unclaimed Dividend and Unclaimed Equity Shares to Investor Education and Protection Fund

The Company did not pay any amount as dividend since the financial year 2012-13 onwards. Hence there is no pending dividend on shares which are outstanding to be transferred to IEPF authorities pursuant to the provisions of Section 124 of the Companies Act, 2013.

8. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relates and the date of the Report.

There has been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

9. Change in Nature of Business

There has been no change in the nature of business as the Company continues to carry on its retained Civil EPC business.

10. Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going

Concern Status And Companys Operations In Future

NCLT matters:

The Companys operations have been affected in the last few years by various factors including liquidity crunch, unavailability of resources on timely basis, delays in execution of projects, delays in land acquisition, operational issues etc. The Companys overseas operations are characterized due to weak order booking, paucity of working capital and uncertain business environment. Also the Companys current liabilities exceed the current assets by Rs.10,442.51 Crore as at March 31, 2024. The facilities of the Company with the CDR lenders are presently marked as NPA since June 2017.

The liquidity crunch has resulted in several winding up petitions being filed against the Company by various stakeholders for recovery of the debts which the Company has been settling as per the mutually agreed repayment terms. The liquidity crunch is affecting the Companys operation with increasing severity. The CDR lenders have recalled the various facilities, initiated recovery suits in the Debt Recovery Tribunals as well as filing a winding up petition with the National

Company Law Tribunal, Mumbai bench under the Insolvency and Bankruptcy code.

The Company has been making every effort in settling the outstanding CDR dues

There are many cases against the Company pending before the Honble National Company Law Tribunal (NCLT), Mumbai Bench as on 31^st March, 2024.

Delisting of Shares by Bombay Stock Exchange (BSE) and National Stock Exchange (NSE): i. The Delisting Committee of BSE Ltd vide order dated 05.01.2024 under Regulation 22 (2) of the Delisting Regulations had directed the company Complete the pending compliances and formalities for revocation of suspension including payment of processing fees, Annual Listing Fees and Re instatement fees within 4 months from the date of receipt of this Order by the Company. ii. Due to non-compliance of aforesaid order, BSE had compulsorily delisted the shares of the company w.e.f 08.05.2024 and NSE vide letter dated 10.05.2024. iii. It is to be noted that in pursuance of said order, company had complied all the compliances till 31.12.2023, however compliances for the quarter ended 31.03.2024 could not completed with stipulated time as due to NPA status of company bank accounts of the company are freezed and cash flow is handled by the lenders of the Company. Due to the above-mentioned reasons, there have been delays in other payments including payments to the exchanges. The payment to the exchanges and the revocation of suspension of trading is on the Company‘s priority list and the Company is pursuing the treasury account holder Bank to allocate funds for those outstanding dues at the earliest. Accordingly, the company had prayed to BSE and NSE to list its shares again, however no positive result was obtained. iv. Aggrieved by the said order, company had appeal before Securities Appellate Tribunal, Mumbai vide Appeal No.462 and 463 of 2024 against BSE and NSE respectively which is pending for disposal. The company is expecting the positive relief from the said Tribunal.

11. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that: i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; ii) The Directors 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 as at March 31,

2024 and its loss for the year ended on that date; iii) The Directors 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 frauds and other irregularities iv) The Directors have prepared the Annual Accounts for the year ended March 31, 2024 on a going concern basis; v) The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. Annual Return

The Annual Return as per the provisions of Section 92(3) and Section 134 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the Companys website i.e. www.gammonindia. com.

13. Subsidiary / Associates and Joint Venture Companies

The Company had 23 subsidiaries including step-down subsidiaries, 3 Associates and 4 Joint venture companies as on 31st March, 2024. As on 31st March 2024, no subsidiary of the Company was a material subsidiary.

14. Consolidated Financial Statements/Subsidiary Companies

The Company, its Subsidiaries, Associates and Joint Ventures have adopted Ind-AS pursuant to the Ministry of Corporate

Affairs notification, notifying the Companies (Indian Accounting Standard) Rules, 2015 under Section 133 of the Companies

Act, 2013. Your Company has prepared Ind AS Financials for the year ended March 31, 2024 along with comparable as on March 31, 2023 on a Standalone and Consolidated basis, which form part of this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company, its subsidiaries and associates form part of this Annual Report. A Statement containing the salient features of the financial statements of the subsidiary companies and its associates is attached to the said Financial

Statements in Form AOC-1 (Annexure A).

The said Financial Statements and detailed information of the subsidiary and associate companies shall be made available by the Company to the shareholders on request. These Financial Statements will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary and associate companies.

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with all relevant documents and separate audited accounts in respect of the subsidiaries and associates are available on the Companys website viz. www.gammonindia.com.

15. Directors/Key Managerial Personnel

During the year under review the following changes took place in the Board composition;

Mr. Soumendra Nath Sanyal, ceased to be non-executive Independent Director of the company on completion of his tenure of term of five years commencing from 01.04.2019 to 31.03.2024.

Mr. Ulhas Prabhakar Dharamadhikari ceased to be non-executive Independent Director of the company on completion of his tenure of term of five years commencing from 17.04.2019 to 16.04.2024.

Mr. Mahendra Ujamshi Shah has been appointed as Non-executive Independent Director by the member of the Company for term of five years w.e.f 27.12.2023

Mr. Radhakrishnan Nair Pillai has been appointed as Non-executive Independent Director by the member of the

Company for term of five years w.e.f 27.12.2023. However, Mr. Nair resigned from his directorship w.e.f 02.05.2024 on his health grounds Mr. Ramchandra Balkrishna Bhatkar has been appointed as an Additional Director under category of Non-executive Independent Director w.e.f 28.10.2024 subject to regularization by the member of the company at the ensuing Annual General Meeting.

Mr. Nirav Shah was appointed as the Company Secretary of the Company w.e.f. 1st January, 2024 in place of Ms. Niki Shingade who resigned as the Company Secretary of the Company w.e.f. 12th December, 2023.

Further, Mr. Nirav Shah resigned from the post of Company Secretary of the Company w,e,f 31.05.2024 for better prospects.

Two directors i.e. Mr. Soumendra Nath Sanyal and Mr. Ulhas Prabhakar Dharamadhikari suffer disqualification as on 31st

March, 2024 pursuant to the provisions of Section 164(2) of the Companies Act, 2013.

16. Auditors

(A) Statutory Auditors

In compliance with the provisions of Section 139 of the Companies Act, 2013, the shareholders in the 100th Annual General Meeting appointed M/s. Natvarlal Vepari & Co, Chartered Accountants (Firm Registration No. 106971W) as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the 100th Annual General Meeting until the conclusion of the 105th Annual General Meeting.

(B) Cost Auditor

The Company maintains adequate cost records as required under the provisions of Section 148 of the Companies Act, 2013.

In accordance with the provisions of Section 148 of the Companies Act, 2013 the Board in its meeting held on 27^th July,

2023 has appointed Mr. Pradip Damania as the Cost Auditor of the Company for the financial year 2023-24 on a remuneration of Rs.70,000 excluding out of pocket expenses and tax. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014.

Pursuant to the abovementioned Rules and in order to ensure compliance with the same, the Board of Directors appointed Mr. Pradip Damania, Cost Accountant for conducting the Audit of Cost Accounting records maintained by the Company for the Companys Civil Engineering, Procurement and Construction business for the Financial Year 2023-2024.

(C) Secretarial Auditor and Audit Observations and Boards comments thereon;

M/s. Pramod Shah & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company, to conduct the Secretarial Audit of the Company for the Financial Year ended 31st March, 2024 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time. The Secretarial Auditors Report is annexed to this report as "Annexure B".

The auditors have qualified the report with the following observations:

Qualification

The Company delayed submitting the financial statements for the quarters ending June 30, 2023, September 30, 2023, and December 31, 2023, which were submitted on February 21, 2024. However, the financial statements for the year ending

March 31, 2024, have not yet been submitted.

Boards Explanation:

The Management has certain strategic decisions to be taken and hence the delay. Further, financial statements for the year ending March 31, 2024 are not submitted with stock exchanges, as shares of the company are delisted as stated in above para 10.

Qualification:

The Company has not submitted, as per regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018, from the Fourth quarter ended on March, 2023.

Boards Explanation:

The Company paid the RTA agents at its earliest opportunity and fund availability post which the reports were generated, however could not be submitted to stock exchange, as shares of the company are delisted as stated in above para 10.

Qualification:

The Company has not complied with Para 8.8.1 of SS-1 of Secretarial Standards issued by ICSL, i.e., Preservation of Minutes and other Records: Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. Boards Explanation: The Company has strived to comply to the extent possible.

Qualification: The Companys trading has been suspended due to penal reasons.

Boards Explanation: The Company will shortly clear all its dues to the stock exchanges and comply with the pending compliances. Post the clearance of dues the Company will apply for relisting of its shares. As on the date of this report the company has cleared all its dues to the stock exchanges.

Qualification:

The Company has not altered its Memorandum of Association & Article of Association in lines with the Companies Act, 2013. Boards Explanation: The Company has pending dues to the consortium of lenders and the lenders are the major shareholders. Post resolution of the debt the MOA and AOA will be amended.

Qualification:

The Company has not complied Regulation 76 of SEBI (Depositories and Participants) Regulation, 2018

Boards Explanation:

The Company paid the RTA agents at its earliest opportunity and fund availability post which the reports were generated, however could not be submitted to stock exchange, as shares of the company are delisted as stated in above para 10.

Qualification:

The Company has delayed in filing, as per regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements),

Regulations, 2015.

Boards Explanation:

The Company had delayed filing of financial results and due to which the delay occurred. However immediately after publishing the results the company filed RPT report under regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements),

Regulations, 2015.

Qualification:

The Company has delayed in filing, as per regulation 7 (3) of SEBI (Listing Obligations and Disclosure Requirements),

Regulations, 2015.

Boards Explanation:

The Company paid the RTA agents at its earliest opportunity and fund availability post which the reports were generated and submitted.

Qualification:

The company has received for Compulsory Delisting Under The Securities And Exchange Board Of India (Delisting Of Equity Shares) Regulations, 2009, Securities Contracts (Regulation) Act, 1956 R/W Securities Contracts (Regulation) Rules, 1957 And Rules, Bye-Laws And Regulations Of BSE Ltd on January 05, 2024.

Boards Explanation:

The Company has applied to SEBI for re-considering the order and the outcome of the hearing is still pending.

17. Annual Secretarial Compliance Report:

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 s "Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year" which is not applicable to the company as on dates as the shares of the company are delisted by Bombay Stock Exchange (BSE) w,e f 08.05.2024 and National Stock Exchange (NSE) w,e,f 10.05.2024.

18. Corporate Governance Report and Management Discussion & Analysis

A Report on Corporate Governance for the year ended 31st March, 2024, together with certificate from M/s. Practising

Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on dates as the shares of the company are delisted by Bombay Stock Exchange (BSE) w,e f 08.05.2024 and National Stock Exchange (NSE) w,e,f 10.05.2024.

19. Boards Explanation On Statutory Auditors Qualification on Financial Statements

The Boards explanation on the Statutory Auditors qualifications and remarks in their Audit Report both on the Standalone and Consolidated Financial Statements is annexed to this report as "Annexure C".

Members attention is drawn to "Emphasis of Matter" stated in the Auditors Report dated 28^th October, 2024 on the Standalone Financial Statements and in the Auditors Report dated 28^th October, 2024 on the Consolidated Financial Statements of the Company for the year ended 31st March, 2024. The Directors would like to state that the said matters are for the attention of members only and have been explained in detail in the relevant notes to accounts as stated therein and hence require no separate clarification.

20. Declaration by Independent Directors

The Independent Directors have furnished declaration in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) and the same has been taken on record by the Board.

21. Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company formulated a Nomination and Remuneration Policy in terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 laying down inter-alia, the criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel and Senior Employees of the Company the same was adopted by the Board and is annexed to this Report as "Annexure D".

22. Committees of the Board

The Board has appointed mandatory as well as non-mandatory Committees with specific powers in specific areas with delegated authority. The following Committees of the Board have been formed which function in accordance with the powers delegated to them:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The aforementioned committees have been reconstituted. Details of the composition of each of the committees, number of meetings held and all other relevant details, has been given in the Corporate Governance Report, which forms a part of this Annual Report.

23. Familiarization Programme for Independent Directors

The Company has in place a system to familiarize its Independent Directors with the operations of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. All the Independent Directors were updated about the ongoing events and developments relating to the Company from time to time either through presentation at board or committee meetings. The Independent Directors also have access to any information relating to the Company, whenever requested to do so. In addition presentations are made to the Board and its committees where Independent Directors get an opportunity to interact with members of the senior management. The Independent Directors also have interaction with the Statutory Auditors, Internal Auditors, and External Advisors, if any, appointed by the Company at the meetings.

Further there were separate meetings of the Independent Directors held to update them about various ongoing matters viz., WSS, Projects of the company, the ongoing arbitration matters etc.

24. Meetings of the Board

During the Financial Year under review, the Board of Directors of your Company met 4 (Four) times, i.e. on 21^st July, 2024, 27^th December, 2024, 28^th October and 20^th February, 2024.

25. Audit Committee

The Audit Committee has been formed in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the financial year Financial Year the Audit Committee met 4 (Four) times, i.e. on 21 ^st July, 2024, 27^th December, 2024, 28^th October and 20^th February, 2024.

The Audit Committee consists of the following members viz., (1) Mr. Soumendra Nath Sanyal (ceased w,e,f 31.03.2024); (2) Mr. Ulhas Dharmadhikari (ceased w,e,f 16.04.2024); (3) Mr. Kashi Nath Chatterjee; (4) Ms. Vinath Hegde – Independent Directors and (5) Mr. Sandeep Sheth, Executive Director.

26. Vigil Mechanism / Whistle Blower Policy

A vigil mechanism as per the provisions of Section 177 of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 has been established by adoption of "Whistle Blower Policy" for Directors and Employees to report to the management about suspected or actual frauds, unethical behaviour or violation of the Companys code. The Whistle Blower Policy is uploaded on the companys website at www.gammonindia.com under the Investors Section.

27. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the Notes to the Standalone Financial Statements, forming a part of this Annual Report.

28. Particulars of Contracts/Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during the Financial Year ended 31st March, 2024 with the Related Parties were in the ordinary course of business and at arms length basis.

All such Related Party Transactions, were placed before the Audit Committee and also the Board for its approval/noting, wherever required. No omnibus approvals were taken during the period under review.

The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. Details of Related Party Transactions entered into by the Company are more particularly given in the Notes to the Standalone Financial Statements.

The policy on the Related Party Transactions as approved by the Board is hosted on the Companys website i.e. www.gammonindia.com.

During the Financial Year, there were no Related Party Transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which were required to be reported in Form AOC-2 and therefore the Company is not required to report any transaction under the prescribed Form AOC-2 and the same does not form a part of this report.

None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-?-vis the Company, other than their remuneration and their shareholding, if any, in the Company.

29. Board Evaluation

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV and Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors evaluated the performance of the Executive Director, each Board member evaluated the performance of the Board as a whole, each Board Committee member evaluated the performance of the Board Committees and Independent Directors evaluated the performance of the other Non-Executive and Non-Independent Directors. Independent Directors were also evaluated by Board members on the functioning, participation and contribution made by each Independent Director to the Board and Committee processes. A Report of the evaluation has been forwarded to the Nomination and Remuneration Committee to maintain confidentiality of the Report and to improve the Board dynamics, and enhancing Boards overall performance in the challenging environment.

30. Risk Management Policy

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. In order to evaluate, identify and mitigate these business risks, the Companys risk management framework embodies the managements approach and the initiatives taken to mitigate business and industry risks and redefining processes to create transparency, and thereby minimize the adverse impact on the business objectives and enhance the Companys competitive advantage. Further details of the same are set out in the MDA which forms a part of this Annual Report.

31. Internal Financial Controls

The Company has devised and implemented internal control systems as are required in its business processes. The internal controls have been designed to provide assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets, executing transactions with proper authorization and ensuring compliance with corporate policies.

However its implementation and effectiveness in certain areas are affected due to manpower and liquidity issues.

32. Particulars of Frauds, if any reported under Sub-Section (12) of Section 143 other than those which are reportable to the Central Government

No frauds have been reported under sub-section (12) of Section 143 of the Companies Act, 2013.

33. Particulars of Employees -

Information required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year under review is enclosed as "Annexure E" to this Report.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as "Annexure F" to this report.

35. Prevention of Sexual Harassment of Women at Workplace

During the year under review, no complaints were received with regard to Sexual Harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Acknowledgement

The Board thanks all its valued customers and various Central and State Governments as well as other Stakeholders connected with the business of the Company including Contractors and Consultants and also Banks, Financial Institutions, Shareholders and Employees of the Company for their continued support and encouragement.

For and on behalf of the Board of Directors Gammon India Limited

	Sandeep Sheth	Mahendra U. Shah
Place: Mumbai	Whole-time director	Director
Date: 28th October, 2024	DIN: 08781589	DIN: 05359127