Your Directors have pleasure in submitting their 23^rd Annual Report together with the Audited Financial Statements of
the Company for the financial year ended March 31, 2024 ("Financial Year").

FINANCIAL HIGHLIGHTS

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

DIVIDEND & RESERVES

The Board expressed its inability to recommend any
dividend for the Financial Year in view of the liquidity
constraints. Hence, no amount has been transferred to
any reserve.

COMPANY'S BUSINESS

Joint Venture:

Your Company, in consortium with Gammon Engineers
And Contractors Private Limited ("GECPL"), is
constructing a road project in the State of Odisha on
Engineering, Procurement and Construction ("EPC")
mode from National Highways Authority of India ("NHAI")
under the EPC agreement dated 3^rd January, 2019.
Subsequent, to signing of Supplementary Agreement
dated 29^th January, 2020, the Appointed Date was
declared as 11th February, 2020.

The Company has fully mobilized and commenced the
construction works at project site. The Company has
achieved 67.08% of financial progress as on 31^st March
2024.

In addition to the above, the Company has 3 (three)
projects in the Road Sector, 2 (two) in the Port Sector,

4 (four) in the Power Sector and 1 (one) project in
real estate sector, which are at various stages of
construction, under development and / or operation &
maintenance through project specific Special Purpose
Vehicles ("SPVs").

Out of the 4 (four) road projects and 4 (four) power
projects, 2 (two) operational projects in road sector viz.,
Patna Highway Projects Limited ('PHPL') & Rajahmundry
Godavari Bridge Limited ('RGBL') and 1 (one) project
in the power sector viz., Pravara Renewable Energy
Limited ('PREL') were admitted to Corporate Insolvency
Resolution Process ("CIRP") under the provisions of the
Insolvency And Bankruptcy Code, 2016 ("IBC") by the
National Company Law Tribunal ("NCLT").

Out of the afore-mentioned projects under CIRP:

Patna Highway Projects Limited

- The Company had filed two applications 920/2022
and 922/2022 on 13.07.2022 before Hon'ble NCLAT
against the impugned Order dated 10^th May 2022
of Hon'ble NCLT Delhi of approving the resolution
plan of Silver Point Luxembourg and rejecting
the Company's Application under Section 12A of
Insolvency and Bankruptcy Act (IBC) 2016. The
Hon'ble NCLAT dismissed both the applications of

the Company relying on Commercial Wisdom of the
Committee of Creditors and the jurisdiction limits of
the Tribunal under IBC 2016. The details submitted
by the Company with respect to the fraud and
misappropriation of funds from the Escrow Account
by the Lenders. Being aggrieved by the impugned
Orders dated 25^th May 2023 and 20^th October 2023
the Company has filed a petition before the Hon'ble
Supreme Court of India on 03^rd July 2023 and 4^th
December 2023 respectively

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

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

Pravara Renewable Energy Limited

- in the matter related to PREL, the Hon'ble NCLT,
Mumbai bench had vide its order dated 6^th January,
2023, admitted PREL for Corporate Insolvency
Resolution Process and appointed Mr. Sandeep
Jawaharlal Singhal as an Interim Resolution
Professional. PREL subsequently filed an appeal with
Hon'ble National Company Law Appellate Tribunal
('NCLAT') against the aforesaid impugned order. The
Hon'ble NCLAT was pleased to grant an interim stay
vide its order dated 3^rd February, 2023 which has
been further extended upto 14^th October, 2024.

Sikkim Hydro Power Ventures Limited

The Board of Directors of the Company at its Board
meeting held on 19^th June, 2024 has approved the
proposal to obtain the approval of the shareholders of
the Company under Regulation 24(5) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 for sale / transfer / disposal / dilution of 100% of
the total paid up capital of Sikkim Hydro Power Ventures
Limited ('SHPVL'), a wholly-owned material subsidiary of
the Company

The said sale / transfer / disposal shall be made at a
price not less than the fair market value, shall not be

made to any related party and shall be subject to the
approval of the shareholders and all other necessary
statutory approvals

Ras Cities And Townships Private Limited:

The Board of Directors of the Company at its Board
meeting held on 19^th June, 2024 has approved the
proposal to obtain the approval of the shareholders of
the Company under Regulation 24(5) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 for sale / transfer / disposal / dilution of 100% of
the total paid up capital of Ras Cities And Townships
Private Limited ('RCTPL'), a wholly-owned material
subsidiary of the Company

The said sale / transfer / disposal shall be made at a
price not less than the fair market value, shall not be
made to any related party and shall be subject to the
approval of the shareholders and all other necessary
statutory approvals

Sony Mony Developers Private Limited

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

THE FUTURE

In the infrastructure sector, as with many industry peers,
your Company has encountered resource challenges
in recent years. There exists a significant disparity
between the Company's internal accruals and the
capital investment demands for both ongoing and
upcoming projects as well as revenue expenditures.

The unfavourable market conditions and the profound
impacts of the global headwinds have reverberated
through economies and businesses, India included.

However, in response to these challenges, the Company
is actively pursuing the realization of its receivables from
entities like National Highways Authority of India and
other public sector authorities. Additionally, with the
resolution of specific contractual obligations related to
delayed projects, we anticipate the release of previously
encumbered resources, which will steer the Company
back into the mainstream.

Your Company is diligently implementing measures to
optimize use of available resources, to ensure that the
Company overcomes its challenges.

While we acknowledge the hurdles we have faced, we
maintain a forward-looking stance. In the forthcoming
year, we are optimistic about rejuvenating the
Company's financial health, bridging resource gaps,
and leveraging new opportunities with the opening of
infrastructure sector in the country.

Our unwavering commitment to adapt, innovate, and
seize emerging prospects will serve as the cornerstone
of our future endeavours. The resilience and collective
dedication of our team, combined with our strategic
vision, are poised to guide us towards a prosperous and
sustainable future.

As the infrastructure landscape evolves, your Company
with its vast experience will continue to be a trailblazer,
contributing to the nation's connectivity, convenience,
and sustainable development. Our pursuit of excellence
under all situations remains the driving force propelling
us toward new horizons of success.

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 ' 188.36 Crores as at 31^st
March, 2024 comprising of 941,830,724 equity shares of '
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

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

The Internal Auditors 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
losses 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. Mahendra Kumar Agrawala was appointed as an
additional director w. e. f. 30^th October 2023 in the
category of an independent director, consequent to the
expiry of his tenure of 5 years as an Independent Director
effective from 30^th October 2023.

Ms. Homai Daruwalla completed her second and final
term as an Independent Director on 29^th June, 2024
and consequently she ceased to be a Director of the
Company. The Board of Directors and the Management
of the Company expressed their deep appreciation
and gratitude to Ms. Homai Daruwalla for her valuable

guidance and invaluable contribution during her
Directorship

Mr. Srinivasu Chaganti has been appointed as an
Additional Director with effect from 6^th July, 2024, in the
category of Non-Executive Non Independent Director.

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mr.
Subhrarabinda Birabar is liable to retire by rotation at the
ensuing Annual General Meeting and has offered himself
for re-appointment.

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 "SEBI
Listing Regulations").

Key Managerial Personnel

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. Mineel Mali, Whole-Time
Director; Mr. Vinay Sharma, Chief Financial Officer and
Mr. Kaushal Shah, Company Secretary and Compliance
Officer are the Key Managerial Personnel of the
Company.

REMUNERATION POLICY AND BOARD
EVALUATION

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

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

Governance Report.

BOARD MEETINGS

The Board met eight times during the Financial Year
and the details of the meetings attended by Directors
is 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 SEBI Listing Regulations.

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 1.

The policy on Materiality of Related Party
Transactions as approved by the Board is uploaded
on the Company's website and can be accessed
at the Web link https://ajrinfra.in/sec_info_pdf/
PolicyonRelatedPartyTransactions2021.pdf

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

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

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

SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

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

Vizag Seaport Private Limited ('VSPL') is the Special
Purpose Vehicle (SPV) formed by the Company to
operate Two Multi-Purpose Berths EQ-8 & EQ-9 Berths in
the Northern Arm of the Inner Harbour at Visakhapatnam
Port on a Build, Operate and Transfer (BOT) basis for
a period of 30 years under a Concession Agreement
dated 28^th November 2001 signed with VSPL with
Visakhapatnam Port Trust with a Terminal capacity of 9
MTPA.

The terminal offers its customers the berthing & handling
facilities up to Baby Cape Size Vessels arriving with
a Draft of -14.5 m. While the commercial operations
commenced in July 2004, the Terminal has been handling
about 7 MTPA at present and for the Financial Year 2023¬
24 handled 7.30 MNMT..

VSPL controls the road movement of the cargo with
digital challan for effective turn-around time of fleet
on the field. The Electrification of VSPL railway sidings
are providing cost effective operation of locos that is
being passed onto major clients. The project has been
capitalized at ' 34,869.77 Lakhs.

Indira Container Terminal Private Limited ('ICTPL'), a
subsidiary of the Company is a Special Purpose Vehicle
promoted by the Company, Gammon India Limited
and Noatum Ports Sociedad Limitada Unipersonal SLU,
formerly known as Dragados SPL, Spain for construction
and development of an Offshore Container Terminal on
build, operate and transfer (BOT) basis in the Mumbai
Harbor and to carry out container operations from the
existing Ballard Pier Station Container Terminal (BPS) of
Mumbai Port Trust. During the Financial Year 2023-24,
ICTPL has handled 85 RORO vessels, 76 Steel vessels
and Passenger vessel with 84.721 vehicle units and
1,068,134 Tons of Steel earning revenue of ' 48.27 Crores,
though ICTPL could only get O & M expenses as per the
agreement with the Lenders and the MbPT.

Sidhi Singrauli Road Project Limited ('SSRPL'), a wholly-
owned subsidiary of the Company for designing,
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
Kauchwahi, Behri, Karthua, Bargawa and Gorbi and
re-alignment of certain stretches and is located in the
State of Madhya Pradesh. SSRPL was facing various
issues like land acquisition, Forest and Environmental
Clearances, approval to GADs etc. since start of the
project. The construction activity was halted due to
lack of finance since October, 2018. The Company had
attempted to obtain finance to complete the SSRPL
Project despite of minimal support from Madhya Pradesh
Road Development Corporation ('MPRDC') in resolving
various issues aroused due to non-fulfilment of MPRDC's
Conditions Precedent. Ultimately, the MPRDC had
terminated the SSRPL Project on 13th August, 2020.
SSRPL received a letter from Punjab National Bank, Lead
Bank ('PNB') of the consortium of banks for the one-time
settlement ('OTS') of the debts of SSRPL at ' 275 Crores.
SSRPL is pursuing arbitration proceedings against
MPRDC and Ministry of Road Transport and Highways in
order to determine the party liable for settlement of the
afore-mentioned OTS with the PNB.

Patna Highway Projects Limited, an erstwhile wholly
owned material subsidiary of the Company has been
admitted for Corporate Insolvency Resolution Process
by Hon'ble National Company Law Tribunal, New
Delhi Principal Bench under section 9 of Insolvency
And Bankruptcy Code 2016 ('IBC'). The Hon'ble NCLT
had vide its order dated 10th May, 2022 dismissed the
Company's application filed under Section 60(5) of
Insolvency And Bankruptcy Code, 2016. The Company
had filed an appeal before the Hon'ble NCLAT against
the Hon'ble NCLT, Delhi's Order dated 10th May, 2022.
One of the appeals being Appeal no.920 was filed
challenging the approval of the Resolution Plan of
Silverpoint Luxembourg. The second appeal being
Appeal no.922 was filed challenging the rejection for the
Resolution Plan of the Company.

Appeal no.920 was dismissed on 25^th May, 2023 against
which the Company has filed an appeal before the
Hon'ble Supreme Court of India. Appeal no.922 was
dismissed on

20^th October 2023 against which the Company is about
to file an appeal before the Hon'ble Supreme Court of
India.

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

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

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

The Hon'ble NCLT had vide order dated 3^rd June,

2022 terminated the Corporate Insolvency Resolution
Process and allowed ex-management to take up the
management of SHPVL. Consequently, the Board of
Directors of SHPVL has taken up the management of
SHPVL. The Board of Directors of the Company at its
meeting held on 1^st September, 2022 approved the
Share Purchase Agreement to be executed between
the Company, SHPVL and Statkraft IH Holding AS having
office in Oslo, Norway for sale and transfer of the 100%
equity shareholding held by the Company in SHPVL
to Statkraft for a total consideration of ' 90 Crores
(including repayment of the liabilities of SHPVL).

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

BOARD COMMITTEES

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

(i) Audit Committee to, inter-alia, oversee and review
the financial reporting system and disclosures made
in its financial results;

(ii) Stakeholders' Relationship Committee to, inter-alia,
redress investor complaints;

(iii) Nomination & Remuneration Committee to, inter-
alia, approve appointments and remuneration of
executive directors and lay down nomination and
remuneration policies of the Company;

(iv) Compensation Committee to administer 'employee
stock option schemes';

(v) Business Review Committee to review business,
projects and opportunities that arise from time to
time;

(vi) Corporate Social Responsibility Committee to
formulate and implement a 'corporate social
responsibility policy' for the Company and

(vii) Risk Management Committee to monitor and review
the risk management plan of the Company.

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

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

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

VIGIL MECHANISM / WHISTLE BLOWER

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

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Since there is no average net profit for the Company
for the previous three financial years, no specific funds

are required to be set aside and spent towards the
Corporate Social Responsibility of the Company during
the Financial Year. The Company is yet to formulate the
CSR Policy.

ANNUAL RETURN

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

REPORT ON CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial
Standards.

REPORTING OF FRAUDS BY AUDITORS

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

STATUTORY AUDITORS

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

STATUTORY AUDITORS' REPORT

The Statutory Auditors have qualified their opinion in

their Independent Auditors Report as follows:

Basis for Qualified Opinion

(a) Attention is invited to Note 27 (a) of the Revised
Financial Statement, relating to the Project in the
SPV; Indira Container Terminal Pvt Ltd. There exists
material uncertainty relating to the future of the
Project where the exposure of the Company in the
SPV/project is ' 13,243.29 lacs (funded and non¬
funded). The draft settlement agreement between
the SPV, Ministry of Shipping (MoS), Mumbai Port
Trust (MbPT) has been rejected by MbPT. The
Company and the SPV are in discussion with MbPT
and MoS to reconsider the Project. The credit facility
is marked as NPA by the Lenders. During the quarter
the Lenders have initiated proceedings under
Insolvency and Bankruptcy code, 2016 before the
NCLT and the NCLT admitted the said petition and
authorized the appointment of Interim Resolution
Professional ("IRP") vide its orders dated May
09,2024. The Company moved NCLAT and obtained
interim stay on the operation of the order of the
NCLT vide order dated May 16,2024. The stay is
granted is till July 25 , 2024,, and we are unable to
opine which way the matter would proceed after the
completion of the period of stay. The exposure of
the Company towards the said project is ' 13,243.29
lacs which is threatened by the possible loss of
control if the Company's petition is not upheld on
merits. Without prejudice to the above, The SPV
and MbPT have initiated arbitration proceedings
which were in progress which may abate if the
lenders petition is upheld, and the IRP is reinstated.
The MBPT has requested conciliation proceedings
which are also under active discussions. One of the
grounds on which the stay is granted is the proposal
of OTS which has been submitted by the Company
whose terms and conditions has to be fulfilled
before the next date for the lenders to withdraw
their petition. There are uncertainties to the
adherence to terms and conditions which inter alia
requires an infusion of a substantial sum of money
by an Investor identified by the Company. In view of
the above reasons we reiterate that we are unable
to opine whether the Company would retain control,
honour the terms of the OTS and its petition will be
upheld by the Courts.

We conducted our audit in accordance with
the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further
described in the Auditor's Responsibilities for
the Audit of the Revised Standalone Financial
Statements section of our report. We are
independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit
of the Revised Standalone Financial Statements
under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our qualified opinion on the Revised Standalone
Financial Statements.

Material Uncertainty relating to Going Concern.

We invite attention to Note 28 of the Revised Financial
Statement relating to material uncertainty relating
to going concern. The Company's current liabilities
exceeded current assets significantly and are at
' 1,49,228.65 lacs. There is a continuing mismatch
including defaults in payment of its financial obligations
to its subsidiary Company. The liquidity crunch is
affecting the Company's operation with increasing
severity. We also invite attention to note 27 of the
Statement wherein status of various SPV projects which
are stressed due to delay in completion, cost overrun,
liquidity crunch and have legal issues, arbitration
proceedings or negotiations including the pending
NCLT petition filed by the creditors of PHPL, admission
of ICTPL before NCLT. The future of these projects as
also the successful progress and completion depends
on favourable decisions on outstanding litigations being
received by the Management. The resolutions planned
by the Management are pending since a long time and
are not concluding in favour of the Company. These
conditions indicate the existence of Material Uncertainty
which may impact the Company's ability to continue as a
going concern. Our report is not qualified on this matter.

Emphasis of Matter

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

(a) We invite attention to Note No 1 (C) to Revised
Standalone Financial Statements. These Revised
Standalone Financial Statements arise out of the
revision to the standalone financial statements as at
March 31, 2024 adopted by the Board of Directors
on May 30, 2024 and those financial statements
have been revised to give effect to the erroneous
classification of an amount of ' 4,150 lacs under
Non-Current Borrowings as against its classification
under Current Borrowings as Current maturities of
Non-Current Borrowings. This error occurred due
to the erroneous formula in the excel file of the
financial statements which has been since corrected
to classify the amount of ' 4,150 lacs under Current
Borrowings as Current Maturities of Non-Current
Borrowing. There has been no other change either
to the Statement of Profit and Loss, Statement of
Cash flow or any other elements of the Balance
Sheet.

Since the said earlier financial statements adopted
by the Board of Directors on May 30, 2024 were yet
to be sent to the shareholders and consequently
not adopted by the shareholders of the Company,
the Board of Directors have now modified the
financial statements to give effect to the erroneous
classification of an amount of ' 4,150 lacs as
aforesaid and have now approved these revised
financial statements at their meeting held on
August 14, 2024 and we have been called upon to
issue our Audit Report on such revised financial
statements and also a report on the effectiveness of
internal control with reference to revised financial
statements.

We had issued our modified opinion vide our
Independent Auditors' Report dated May 30, 2024
on the aforesaid standalone financial statements
dated May 30, 2024. This Revised Independent
Auditors Report supersedes our Independent
Auditors' Report dated May 30, 2024 issued on
standalone financial results dated May 30, 2024.

In accordance with the provisions of Standard on
Auditing 560 (Revised) 'Subsequent Events' issued
by The Institute of Chartered Accountants of India,
our audit procedures, in so far as they relate to
the revision to the Revised Standalone Financial
Statements, have been carried out solely on this
matter and no additional procedures have been
carried out for any other events occurring after May

30, 2024 (being the date of our earlier audit report
on the earlier standalone financial statements).

(b) Attention is invited to Note 30(a) of the Revised
Financial Statement in respect of Patna Highway
Projects Limited (PHPL) where the CIRP proceedings
had been initiated. NCLT has approved the
resolution plan vide order dated May 10,2022
submitted by Resolution Professional and as per the
NCLT Order no surplus is available to the Company.

The Company lost the appeal before NCLAT and has
filed an appeal in Supreme court against the NCLAT
order and expects a favourable outcome on the
matter.

Pending the outcome, in view of the long pendency
of the matter under litigation, the Company out of
abundant caution and on the principle of prudence
has impaired the entire exposure in its books for
accounting purposes while retaining its right to
litigate. The Lawyers have advised the management
that it has a good case for a favourable outcome of
the litigation. Based on their advise the Company is
also contesting the invocation of the Guarantee and
accordingly has not accounted the invocation.

(c) Attention is invited to Note 27(f) of the Revised
Financial Statements, relating to a power project
where the operation of the project is under
constraints as detailed in the note. The SPV has also
invoked arbitration against the Karkhana and the
Karkhana has approached Debt Recovery Tribunal
(DRT). Based on the submission of Karkhana that
the Plant was possessed and run by Karkhana,

the tribunal ordered to maintain status quo. The
Company is yet to file its response at DRT. Also, the
SPV's credit facilities are marked as Non-Performing
Assets. The statutory auditor of the SPV have
disclaimed their opinion in their audit report for the
year ended March 31,2024 for illegal occupancy
of the factory by Karkhana and that the access to
facility and records and transactions for the period
from January 1, 2022 to March 31, 2024 are not
available with the Company. The Company on a
prudent basis has provided for the entire funded
exposure amounting to '10,745.53 lacs as at March

31, 2024. The Company has provided a letter of
Comfort to the lenders towards their credit facilities.

In view of the above-mentioned facts the
management contends:

i. The litigation is outstanding since more than

2 years now and there is no progress in the
matter before the courts.

ii. The receiver appointed by the DRT does not
report the transactions to the Company and
takes decisions of the Company Management.

iii. Since there is no progress in the matter in
accordance with IND AS 110 para 7 the Company
has effectively lost control over the operations
and is unable to direct the variable returns from
its exposure in its favour.

iv. It has no record of transaction entered into on
its accounts nor it has access to its cash flows.

Therefore, pending the settlement of the litigation,
the Company contends it has no control as it does
not satisfy paragraph 7 of INDAS 110

The Statutory Auditors of the SPV on account of non¬
inclusion of aforesaid transactions conducted by the
receiver has given a disclaimer of opinion.

(d) We invite attention to Note 27 (c) of the Revised
Financial Statement, regarding unilateral termination
and closure of Concession 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 funded exposure
towards the said project is ' 2,354.26 lacs against
the claim by the SPV of '1,787.13 lacs. Pending
conclusion on these legal matters, the company has
made provision for an amount of ' 583.36 lacs being
the excess of the exposure over the claim amount
submitted without considering the interest which
may be awarded by the courts.

(e) We invite attention to Note 27 (d) of the Revised
Financial Statement, in relation to the 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. Pursuant
to the completion of Arbitration vide order dated
23^rd January 2023, the SPV's share of the arbitration
proceeds is adequate to cover the exposure and
therefore no adjustments are required towards the
exposure of ' 7,120.20 lacs.

Clarification for the afore-mentioned qualified
opinions by the Statutory Auditors in their Report
are provided in detail in Operational Overview of

Management & Discussion Analysis forming part of
the Annual Report of the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 and Regulation 24A of SEBI Listing Regulations,

Mr. Veeraraghavan. N, Practicing Company Secretary
(Certificate of Practice Number: 4334) was appointed to
undertake the Secretarial Audit of the Company.

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

Observations made by the Secretarial Auditor in their
Report are self-explanatory.

PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

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

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

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impacts the
going concern status and 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,

AJR INFRA AND TOLLING LIMITED
(formerly Gammon Infrastructure Projects Limited)

Mineel Mali

Whole-Time Director
DIN: 06641595

Subhrarabinda Birabar

Place: Mumbai Director

Date: 14^th August, 2024 DIN: 03249632