To

The Shareholders of

Gammon Infrastructure Projects Limited

The Directors have pleasure in submitting their Seventeenth Annual Report together with the Audited Accounts of the Company, for the financial year ended March 31, 2018 (“Financial Year”).

FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

DIVIDEND & RESERVES

The Board express its inability to recommend any dividend for the Financial Year in view of the liquidity constraints. No amounts have been transferred to any reserve.

COMPANY’S BUSINESS

Your Company has a basket of three projects in the Road Sector, two in the Port Sector and four in the Power sector, which are at various stages of construction and / or operation and management through project specific special purpose vehicles (SPVs). During the Financial Year, your Company, in consortium with Gammon Engineers and Contractors Private Limited (“GECPL”), has made successful bid and received a Letter of Award dated January 31, 2018 from the National Highways Authority of India for a road project in the State of Odisha on Engineering, Procurement and Construction (“EPC”) mode.

ROAD SECTOR:

The Company has the following projects in the Road Sector:

(1) Rajahmundry Godavari Bridge Limited;

(2) Sidhi Singrauli Road Project Limited; and

(3) Patna Highway Projects Limited.

Engineering, Procurement and Construction (EPC) project:

The Company, in consortium with GECPL as the lead member of the consortium, has made successful bid and received the Letter of Award dated January 31, 2018 from the National Highways Authority of India for “Rehabilitation and Up gradation of existing 2-lane to 4-lane standards from Duburi to Chandikhole Section of NH 200 (New NH 53) from km. 388.376 to km 428.074 in the State of Odisha under NHDP Phase - III on EPC Mode (Pkg- III)”.

PORT SECTOR:

The Company has the following projects in the Port Sector:

(1) Vizag Seaport Private Limited; and

(2) Indira Container Terminal Private Limited.

POWER SECTOR:

The Company has the following projects in the Power Sector:

(1) Pravara Renewable Energy Limited;

(2) Sikkim Hydro Power Ventures Limited;

(3) Youngthang Power Ventures Limited; and

(4) Tidong Hydro Power Limited.

Status on the above projects and financial performance of respective SPVs for these projects are discussed and covered in the Management Discussion and Analysis Report covered in this Annual Report.

Other Business

In addition to undertaking infrastructure development through SPVs, the Company undertakes EPC works of the underconstruction projects and operation & maintenance of operational road projects.

THE FUTURE

Your Company through its repository of experience in project development and operations in multiple sectors, qualifies for largest projects being offered by project authorities in road, port, transmission and power sector projects.

Your Company, as indeed most players in the infrastructure industry, has been facing a resource crunch in the last few years. There is a sizable gap between the Company’s internal accruals and the requirement of funds for capital investment in existing and new projects and revenue expenditure. The ability of the Company to raise external funds has also been affected due to adverse market conditions. To ease the present situation, the Company is actively pushing for realization of its receivables from NHAI and other public sector agencies. Further, upon resolution of certain contractual obligations on few of the delayed projects, release of resources stalled thereof will bring back the Company into mainstream.

Going forward, your Company will focus on strategic partnerships at project level with selective opportunities which have lower risk and lower investment, which will supplement our existing portfolio. The focus will be to get “almost ready” projects commissioned at the earliest and operate the projects successfully. Limited initiative will also be taken in Engineering, Procurement & Construction work. Your Company is confident that these projects, once completed, will contribute positively to the bottom line and improve the cash position.

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 31^st March, 2018 comprising of 941,830,724 equity shares of Rs. 2/- each fully paid up.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company’s internal control systems with reference to Financial Statements 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 Company’s business.

INTERNAL AUDIT

The Board of Directors of the Company has appointed M/s. Nitin H Rajda & Co., Chartered Accountants, Mumbai, as its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and reports the same on quarterly basis to the Audit Committee.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the operating management, and after due enquiry, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed 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 profit of the Company for the 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

Mr. Abhijit Rajan, Director has vacated office as the director of the company with effect from 7th May, 2018. The Board take on record its appreciation for the valuable services provided by Mr. Abhijit Rajan during his tenure as a director of the Company. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vardhan Dharkar is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.

Mr. Chayan Bhattacharjee was appointed as an additional non-executive director with effect from June 13, 2018 and holds office as such up to the date of ensuing Annual General Meeting.

Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013, confirming that they meet with the criteria of Independence as prescribed for Independent Directors under Section 149(6) of the Act and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations & Disclosures Requirements) Regulations, 2015, (hereinafter “Listing Regulations”).

Key Managerial Personnel

Mr. Kishor Kumar Mohanty was reappointed as the Managing Director of the Company for a period of 2 (two) years effective from April 12, 2017 which was approved by the shareholders at Annual General Meeting held on December 19, 2017.

Mr. Naresh Sasanwar was appointed as the Chief Financial Officer in place of Mr. Kaushik Chaudhuri with effect from February 14, 2018. Mr. Kaushal Shah was appointed as the Company Secretary of the Company with effect from February 14, 2018.

Further, in terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Kishor Kumar Mohanty, Managing Director; Mr. Naresh Sasanwar, Chief Financial Officer; and Mr. Kaushal Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Other Key Personnel:

Mr. Kaushik Chaudhuri - Head Risk & Internal Audit Mr. Prakash R - President - Roads

Remuneration Policy and Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Regulation 27 of the Listing Regulations, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management. The Remuneration Policy is stated in the Corporate Governance Report.

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

Familiarisation programmes for the Independent Directors

In compliance with the requirements of Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarise them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. It is also available on the Company website http:// www.gammoninfra.com/sec_info_pdf/Familiarisation_Programme_IndependentDirectors.pdf.

BOARD MEETINGS

The Board met seven times during the Financial Year, the details of which are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

EMPLOYEE STOCK OPTION SCHEME

During the Financial Year, the Board has not granted any options to employees under the ‘GIPL Employee Stock Options Scheme - 2013’ (‘Scheme¹). Details of the shares issued under the Scheme, as also the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure I to this Report.

A certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of loans, guarantee or investment under 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 by the Company during the financial year were in the ordinary course of business and on arm’s length basis. Details of material related party transactions are given in the prescribed Form AOC - 2 which is appended to this report as Annexure II.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web link http://www.gammoninfra.com/sec_info_pdf/PolicyonRelatedPartyTransactions16032016.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

The foreign exchange earned (actual inflows): Nil

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the Financial Year 2017-18, the following changes have taken place:

(i) Indira Container Terminal Private Limited, a joint venture, has become a subsidiary of the Company w.e.f. 6th April, 2017; and

(ii) Satluj Renewable Energy Private Limited has ceased to be a step down subsidiary of the Company w.e.f. 18th July, 2017.

An application in Form STK-2 has been filed with the Ministry of Corporate Affairs (“MCA”) by the following step-down subsidiaries of the Company for striking off the name from the register maintained by the Registrar of Companies:

i) Yamuna Minor Minerals Private Limited filed on April 12, 2018; and

ii) Ghaggar Renewable Energy Private Limited filed on April 13, 2018.

The policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can be accessed at the web link http://www.gammoninfra.com/sec_info_pdf/Policy_determining_MaterialSubsidiary.pdf

A statement containing salient features of the financial statement of each of the subsidiaries, associates and joint venture companies as required to be provided under section 129(3) of the Act, in Form AOC-1 forms part of this Annual Report.

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 accounts in respect of Subsidiaries are available on the website of the Company.

BOARD COMMITTEES

The Board has presently 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 and 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 (previously known as Project 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) The Board has voluntarily constituted Risk Management Committee to monitor and review the risk management plan of the Company.

The constitution of the various committees, its powers and duties have been elaborated in greater detail in the ‘Corporate Governance Report’, which is annexed to the Annual Accounts.

The Board of Directors at their Meeting held on February 14, 2018 dissolved the Projects Review Committee.

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 whistle blower policy. The whistle blower policy have been uploaded on the website of the Company and the same can be accessed at the web link http://www.gammoninfra.com/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.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure III.

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the 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 complies with all applicable secretarial standards.

AUDITORS

At the 16th Annual General Meeting of the Company, the shareholders had appointed M/s. Nayan Parikh & Co., Chartered Accountants (FRN: 107023W) as the Statutory Auditors of the Company to hold office until the conclusion of the 21st Annual General Meeting (“AGM”), subject to ratification by shareholders at every subsequent AGM.

Amended provisions of Section 139 of the Act vide Companies (Amendment) Act, 2017 notified from 7^th May, 2018 no longer requires ratification of appointment of Auditors by members at every subsequent AGM. In view of this, the appointment of Auditors is not proposed for ratification at ensuing AGM.

M/s. Nayan Parikh & Co., Chartered Accountants (FRN: 107023W) have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

AUDITORS’ REPORT

The Auditors have qualified their report to the members on the following matters:

(a) Attention is invited to note 18 (a) of the Standalone Ind AS Financial Statements relating to the excess managerial remuneration paid of Rs. 497.17 lacs for the period upto March 2017 for the reasons detailed in the aforesaid note. The Company had once again submitted its representation to the Ministry to reconsider its decision and allow the waiver of recovery of the excess remuneration paid aggregating to Rs. 388.45 lacs for the period upto March 2016. If the Company’s representation is not accepted then the company would be required to recover the excess remuneration from the managerial personnel and to that extent the profit will be higher by an amount of Rs. 388.45 lacs. Pending the same no adjustments have been made to the financial results. Subject to the outcome of the representation made to the MCA, we are unable to ascertain the impact on profits on this account for the quarter and the year ended March 31, 2018. Similarly for the previous period ended March 31, 2017, the remuneration in excess of the limits computed under the provisions of Section 197 read with Schedule V to the Companies Act 2013 is Rs. 108.72 lacs for which the Company has made an application to the MCA for approval of the same. Pending these approvals, no adjustments have been made to the financial results for the remuneration of the said period. This matter was qualified in the auditors’ report dated June 18, 2017 by the previous auditors’ on the financial statements for the year ended March 31, 2017.

(b) Attention is invited to Note no 29 of the Standalone Ind AS Financial Statements in respect of status of the Tolling Road Project in Andhra Pradesh where termination notice was received from NHAI on 26th August 2016 and consequently, NHAI took over possession of toll plaza. Based on the subsequent negotiation and discussion with NHAI, they agreed to revoke the termination notice vide its letter dated 16th January 2017, subject to completing of financial closure and fulfilling of other commitments specified in the letter within the stipulated timeframe. The Company could not fulfil the said conditions. Ultimately on 8th September 2017, the Company made an application to NHAI for mutual exit from the project. The decision of NHAI in response to the aforesaid letter of mutual exit is pending.

In case the mutual exit proposal is accepted then the exposure of the Company is likely to be capped at Rs.7246.13 lacs as the Bank Guarantee would be released as requested by the Company in its letter dated 8th September 2017. In case the proposal is not accepted then the entire exposure of Rs. 15,666.13 lacs of the Company in the SPV needs to be tested for impairment. Accordingly, the decision of NHAI is more likely to have adverse impact on the Statement of Profit and Loss. No effects have been given in the financial statements of the SPV pending the decision of NHAI. The Auditors of the SPV have, in their audit report on the financial statements of the SPV for the year ended on 31st March 2018, carried a paragraph on Material Uncertainty related to Going Concern. The decision of the NHAI is awaited for determining the possible impairment and giving necessary effects. Pending the decision of NHAI we are unable to quantify the impairment that would be required in the matter and consequent impact on the Standalone Financial Statements.

(c) Attention is invited to Note no. 30 of the Standalone Ind AS Financial Statements, where the Company has defaulted in fulfilling its obligation under the one time settlement (OTS) with IFCI Limited. The Company was required to pay the entire outstanding by September 30, 2017. The Company has been unable to discharge the liability and has not been able to get further extension for the payment of the outstanding although it is actively engaged with IFCI Limited for obtaining the extension and/or non-reversal of the benefits of the OTS. In terms of the original arrangement, the benefits received under the one time settlement were to be reversed. Although the management is hopeful of obtaining the extension and / or non-reversal of the benefits of the OTS, pending the acceptance by IFCI Limited we are unable to state whether the Company has to account for the reversal of benefits of Rs. 3,776.69 lacs in its financial statements. The company has however provided interest at the rate of 11.50% p.a. as per the agreement. The interest payable on the outstanding amount before reversal of the aforesaid benefit as on balance sheet date is Rs 158.13 lacs.

Further, without qualifying their opinion, the Auditors have emphasized the following matters:

a) We invite attention to Note 32 (a) of the Standalone Ind AS Financial Statements, regarding unilateral termination and closure of Concessions in a bridge project, which is subject to pending litigations/arbitrations at various forums, which may impact the carrying values of investments and loans and advances given to the subsidiary. The Company’s exposure towards the said project (funded and non-funded) is Rs.2,856.96 lacs. Pending conclusion on these legal matters, no adjustments have been made in the financial statements.

b) We invite attention to Note 32(b) of the Standalone Ind AS Financial Statements, in relation to intention to exit one of the hydro power projects at Himachal Pradesh and seeking a claim of an amount against the amount spent on the project. The Company’s subsidiary has cited reasons for non-continuance on account of reasons beyond its control. The subsidiary is negotiating with its client for an amicable settlement on beneficial terms and has also invoked arbitration. The Company’s exposure towards the said project includes investment and loans and advances of Rs. 7,119.23 lacs. Pending conclusion between the parties, no adjustments have been made in the financial statements.

c) We invite attention to Note 32 (c) of the Standalone Ind AS Financial Statements, in connection with an amount invested (including deposits and advances given) in the subsidiary of Rs. 13,831.00 lacs (funded and non-funded). As mentioned in the said note a draft supplementary agreement has been discussed between the parties under which the project would go for a re-bid and the SPV has a Right Of First Offer. The management is hopeful that it will successfully match the bid and win the concession and continue to operate the facility, which would be operationally viable under the revised terms. The management has during the year acquired further stake from the JV partner and has obtained control over the SPV and holds 74% of the equity of the SPV Company. The auditors of the SPV have included a separate paragraph on Material Uncertainty related to Going Concern. Pending execution of the supplementary agreement and the conclusion of the Rebid, no adjustments have been made in the financial statements.

d) We invite attention to Note 32 (d) of the Standalone Ind AS Financial Statements, in respect of a tolling bridge project in Andhra Pradesh where the monthly toll collections are not sufficient to pay the interest and the resultant defaults in the loan repayment resulting in the facility being marked NPA. The SPV had earlier submitted a proposal under the Scheme for Sustainable Structuring of Stressed Assets (S4A) to the Lenders, which was cleared by the Lenders for approval of the Overseeing Committee (OC) set up by the Indian Banking Association (IBA), in consultation with the Reserve Bank of India (RBI). The SPV provided its response to the observations of the Lenders and the OC on the S4A proposal and was awaiting the OC/lenders’ approval. In the interim, RBI vide its circular dated 12th February 2018, discontinued with immediate effect all restructuring schemes for stressed assets (including S4A). As per this circular, all schemes, including S4A which have been invoked but not implemented, shall be governed by the new circular. Thus the restructuring proposal proposed by the Company is no longer being pursued by the Lenders. Subsequently the Company has issued a cure period notice to Andhra Pradesh Road Development Corporation (APRDC or the Client) on 26th February 2018 under clause 37.2.1 of the Concession Agreement to cure the breaches of APRDC which includes provision of Revenue shortfall loan along with other mentioned breaches. Pending receipt of the response to the notice for cure period, no adjustments have been made in the financial statements. The auditors of the SPV have included a separate paragraph on Material Uncertainty related to Going Concern on the matter. The Company’s exposure towards the project/SPV is Rs. 95,578.24 lacs (funded and non-funded).

e) We invite attention to Note 32(e) of the Standalone Ind AS Financial Statements, an annuity project of the Company where the SPV has accounted for the asset as a financial asset. The SPV will have cost overrun on account of issue beyond the scope of the SPV and attributable to the Grantor. This will not result in any changes in the Annuity from the grantor. However this amount would be treated separately as receivable from the Grantor based on certification of delay period attributable to the Grantor certified by the Independent Engineer. The SPV expects a sizeable claim on this amount and has obtained legal support for the validity of its claim from an Independent Expert on claim and litigation. The SPV had also separately applied to the lenders for Scheme for 5:25 Flexible Structuring Scheme for which sanction from two banks among consortium members had been received and sanction from rest bankers were expected in near future. However, in view of the RBI circular dated 12th February 2018, all restructuring schemes for stressed assets (including 5/25 Flexible Structuring Scheme) have been discontinued and the application became infructuous. The management contends that in view of the strong case it has on the claim matter as aforesaid there will be no impairment necessary towards the financial asset or towards the investment of the Company. The exposure of the Company in the SPV is Rs. 1,30,254.07 lacs including non-fund exposure. Pending conclusions no adjustments have been made in the financial statements.

f) We invite attention to Note no 32 (f) of the Standalone Ind AS Financial Statements relating to the Hydropower project in Sikkim. As detailed in the note there are various factors affecting the progress of the project. The management, as detailed in the note, is confident that it will be able to pursue the project viably and does not foresee any need for impairment. Considering the assertion of the management no adjustments have been made towards any possible impairment. The exposure of the Company in the SPV is Rs. 9,622.91 lacs.

g) We invite attention to Note 33 of the Standalone Ind AS Financial Statements, wherein during the year, Western Coalfields Limited (WCF) had encashed Bank Guarantee amounting Rs 1,514.01 lacs given in favour of Aparna Infraenergy India Private Limited (one of the SPV’s sold to BIF India Holding Pte ltd on February 29, 2016). Subsequent to encashment Company has filed an application for converting earlier injunction application to suit for recovery of damages. The management is hopeful of getting favourable decision on the matter and recovery of damages based on legal advice on the matter. Pending the outcome, the Company has shown guarantee encashment amount as receivable from Western Coal Fields and not debited the same to the statement of profit and loss for the year ended March 31, 2018.

It is clarified that the above matters covered in the Auditors’ Report together with relevant notes in the Notes to Accounts are self-explanatory.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Veeraraghvan. N, Practicing Company Secretary (Certificate of Practice Number: 4334) was appointed to undertake the Secretarial Audit of the Company.

In terms of provisions of section 204 of the Companies Act, 2013, the Secretarial Audit Report has been annexed to this Board Report as Annexure IV.

Observations made by the Secretarial Auditor in their Report are self-explanatory and do not need further clarification.

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. In terms of the provisions of Section 197(12) of the Act read with sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the second proviso to Section 136(1) of the Act, the details are excluded in the report sent to members. The required information is available for inspection at the registered office and the same shall be furnished on request.

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

The Board has re-constituted Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with effect from February 14, 2018. During the Financial Year, no complaint was filed before the said Committee. Internal Complaints Committee comprises of Ms. Hilda Buthello, Ms. Poonam Sabnis, Mr. Sanjay Chaudhary and CA / CS Sunil Dedhia, Practicing Company Secretary as its members with Ms. Hilda Buthello as Chairperson of the 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 Company’s operations in future.

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.

For and on behalf of the Board of,

Gammon Infrastructure Projects Limited

Sushil Chandra Tripathi Kishor Kumar Mohanty

Chairman Managing Director

DIN: 00941922 DIN: 00080498

Place: Mumbai

Date: June 13, 2018