Your Directors have pleasure in presenting their 103^rd Annual Report together with the Audited Financial Statements of the
Company for the Financial Year ended March 31, 2025 (“Financial Year”), together with the Statutory Auditors Report thereon.

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

• The Financial Statements for the year ended 31st March, 2025 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. 21.23 crores, as compared to
Rs. 39.25 crores during the previous F.Y ended 31st March, 2024. The Company posted a Net Loss after Tax of Rs 1077.79
crores during the year ended 31st March, 2025, as against a Net Loss after Tax of Rs 1963.00 crores during the previous FY
ended 31st March, 2024.

On a Consolidated basis, the Turnover of Gammon Group during the Financial Year stood at Rs 67.89 crores as compared to
Rs.71.74 crores for the previous financial year ended 31st March, 2024. The Group posted a Net Loss after Tax of Rs 1192.34
crores during the Current Financial Year, as against a Net Loss after Tax of Rs.1968.56 crores during the previous F.Y. ended
31st March, 2024. 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. 1005.06 crores. The loss was primarily due to the provisions made for the Company's funded and non-funded exposure
of loans and investments.

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 Company's 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 Company's 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, Gammon's 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 Company's 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 Company's overseas operations are characterized due to weak order booking, paucity of working capital and uncertain
business environment. Also the Company's 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 Company's 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 S.p.A.

As already pointed out to the Shareholders in the previous year, Gammon India Limited. indirectly through its 100% subsidiaries
Gammon Holdings Mauritius Limited (GHM) and Gammon International B.V.(GIBV) is a minority shareholder in Sofinter
S.p.A. w.e.f. April 2024 consequent upon the infusion of fresh equity capital into the Company by Nova Energy Holdings
(controlled by Mutares, Germany) along with enhanced banking lines guaranteed by them. Consequently, the Management
control of the Sofinter Group vests entirely with the new Management team appointed by Nova Energy with one Board seat
in Sofinter S.p.A.for a Gammon representative.

During 2024 as reported by the Board, Group Sofinter has faced severe difficulties in execution of its legacy Projects being
undertaken by its 100% subsidiary AC Boilers S.p.A and at the same time has failed to book any new orders. As a result, AC
Boilers has reported substantial losses for FY2024 of €32 million. The extent of losses is surprising since Mutares was fully
involved alongside the Management for over 2 years for due diligence and pre-acquisition controls and no major issues were
tabled at the time. Nevertheless, Nova Energy has sent a letter of claim for Euro 32 million for willful misconduct to GHML and
GIBV and to Gammon India Limited as Guarantor. The letter of claim has been duly replied legally and the averments therein
have been entirely denied and rejected. No further response has been received by the Company to the reply sent to date.
Meanwhile, due to the losses the equity of AC Boilers S.p.A is wiped out leading to a situation under Italian Civil Code Article
2447 which makes it mandatory by law to either re-capitalise the Company or put it into bankruptcy. It is also to be noted that
due to these losses and although Sofinter stand-alone results are better than expected due to robust orders and execution,
it is barely above the threshold limit to come under Article 2447 situation. Consequently, in order to recapitalise AC Boilers
S.p.A the equity of Sofinter would also need to be enhanced.

The Group has drawn up a revised Business Plan and sent the same to the Italian Banks and other authorities in order to
enter into a new Agreement with the Banks to continue the existing facilities with revised covenants. As per the Business
Plan the losses of €32 million are to be covered through claims from two major clients viz. Solvay and Ansaldo Energia S.p.A,
adjustment of inter-company credits and negotiations with creditors for settlement of pending dues for a lesser amount. After
these actions are concluded in the manner foreseen in the Business Plan, the deficit is expected to be approximately Euro 12
million which has to be funded as equity through Sofinter being the sole shareholder, to avert bankruptcy of AC Boilers and
also Sofinter. At a Shareholders Meeting called on March 28, 2025,Nova Energy has expressed its willingness to re-capitalise
the Company for the full amount of Euro 12 million in case Gammon is unable to contribute its share of 10% (approximately
Euro 1.2 million), thereby fully diluting Gammon. Meanwhile, pending conclusion of the above actions as per the Business
Plan likely by December 2025, Nova Energy has already advanced substantial amount of the shortfall in order that the Banks
keep open the funding lines of the Group.

Furthermore, till such time all actions are concluded, the audited Financial Statements of Group Sofinter for FY 2024 are kept
pending due to lack of clarity on the going concern aspect. It is also expected that when these are finalised after actual re¬
capitalisation takes place, the Financial Statements for 2023 will also be re-stated as may be determined by Management to
take into account substantial part of the losses in that year.

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 Ecuador's Oriente Basin in the Orellana Province east of Quito with an area of 162 square
Kims. 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, 2025.

3. Reserves

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

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. 5249.96 crores (amount as on 31st March 2025) (including an amount of
Rs1260.60 crores pertaining to recalled facility of the SPV's) has become a Non Performing Asset with the lenders as on 30th
June, 2017.

5. Debentures

As on March 31,2025 the Company had an outstanding principal balance of NCD's amounting to Rs. 287,95,87,705 Also the
FITL outstanding on the NCD's was Rs. 45,36,063 which makes the total principal outstanding to Rs.288,41,23,768. 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 2024-25.

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 Company's Operations In Future

• NCLT matters:

The Company's 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 Company's overseas operations are characterized due to weak order booking, paucity of working
capital and uncertain business environment. Also the Company's current liabilities exceed the current assets by
Rs.11,446.84 Crore as at March 31, 2025. 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 Company's 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 Hon'ble National Company Law Tribunal
(NCLT),Mumbai Bench as on 31st March, 2025.

• 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 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.

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.

v. Honorable Securities Appellate Tribunal Appellate vide Order dated 8^th May 2025 has directed BSE to relist the
Company after the completion of compliances.

vi. In the recent hearing dated 23^rd September 2025, Honorable Securities Appellate Tribunal Appellate has directed the
company and BSE to resolve pending issues in one month's time.

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,
2025 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, 2025 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 Company's website i.e. www.gammonindia.
com.

13. Subsidiary / Associates and Joint Venture Companies

The Company had 19 subsidiaries including step-down subsidiaries, 5 Joint venture companies as on 31st March, 2025. As
on 31st March 2025, 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, 2025 along with comparable as on
March 31, 2024 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 Company's website viz. www.gammonindia.com.

15. Directors/Key Managerial Personnel

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

0 Mr. Ulhas Dharmadikari, 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.

0 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

0 Mr. Ramchandra Balkrishna Bhatkar has been appointed as an Additional Director under category of Non-executive
Independent Director w.e.f 28.10.2024. However, Mr. Bhatkar resigned from his directorship w.e.f 30.11.2024 due to his
personal reasons

0 Ms. VinathHegde, ceased to be non-executive Independent Director of the company on completion of her tenure of term
of five years commencing from 25.12.2019 to 24.12.2024.

0 Mr. Sandeep Sheth, ceased to be Executive Director of the company on completion of his tenure of term of three years
commencing from 10.08.2022 to 09.08.2025.

0 Mr Ashok Bhikamchand Bhutada has been appointed as an Additional Director under category of Non-executive
Independent Director w.e.f 11.06.2025 subject to regularization by the member of the company at the ensuing Annual
General Meeting.

0 Mr.Vishwas Madhusudan Joglekar has been appointed as an Additional Director under category of Non-executive
Independent Director w.e.f 11.06.2025 subject to regularization by the member of the company at the ensuing Annual
General Meeting.

0 Ms. Lily Bhushan has been appointed as an Additional Director under category of Non-executive Independent Director
w.e.f 25.03.2025 subject to regularization by the member of the company at the ensuing Annual General Meeting.

Ms. Hemali Natvarlal Patel was appointed as the Company Secretary of the Company w.e.f. 11^th June, 2025 in place of Mr.
Nirav Shah who resigned as the Company Secretary of the Company w.e.f. 31st May, 2024.

Further, Ms Hemali Patel resigned from the post of Company Secretary of the Company w,e,f 16.06.2025 for better prospects.
Mr. Mahendra Shah suffer disqualification as on 31st March, 2023 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. For N V C & Associates LLP (Earlier name Natvarlal Vepari & Co), Chartered Accountants

(Firm Registration No. 106971W/W101085) 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 28^th
October, 2024 has appointed Mr. Pradip Damania as the Cost Auditor of the Company for the financial year - 2024-25
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 Company's Civil Engineering, Procurement and Construction business for the Financial Year 2024-2025.

(C) Secretarial Auditor and Audit Observations and Board's 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, 2025 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 Auditor's Report is annexed to this
report as “Annexure B".

The auditors have qualified the report with the following observations:

Qualification:

The Company has delayed in filing, e-forms with the Registrar of Companies (ROC) during the financial year 2024-25, as
mandated under the provisions of the Companies Act, 2013 and the Companies (Registration Offices and Fees) Rules, 2014.

Boards Explanation:

Due to changes in Company Secretary there were some delay, but company filed all return & forms at the earliest.
Qualification:

Disqualification of directors as per section 164(2)(b) of the Companies Act 2013 for as the company failed to redeem
debentures on the due date and such failure continues for one year or more.

Boards Explanation:

Company is NPA and has been in Active discussion with all the lenders for the resolution of debts.

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 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 received order of Honorable Securities Appellate Tribunal(SAT) in favor of the company. Honorable SAT
has agreed to relist the company on resolving of certain BSE queries.

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”

Accordingly M/s. Pramod Shah & Associates, Practicing Company Secretaries were appointed to conduct an Annual
Secretarial Compliance audit for the financial year ended 31st March, 2025 and thereafter provide their observations and
report thereon. The same is annexed as “Annexure C”

Below are the auditors' qualifications along with Board's clarification thereon:

18. Corporate Governance Report and Management Discussion & Analysis

A Report on Corporate Governance for the year ended 31st March, 2025, together with certificate from M/s. V. V. Chakradeo
and Co., Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

19. Boards' Explanation On Statutory Auditors' Qualification on Financial Statements

The Board's explanation on the Statutory Auditor's qualifications and remarks in their Audit Report both on the Standalone
and Consolidated Financial Statements is annexed to this report as “Annexure D".

Members' attention is drawn to “Emphasis of Matter” stated in the Auditor's Report dated 02^nd August, 2025 on the Standalone
Financial Statements and in the Auditor's Report dated 02^nd August, 2025 on the Consolidated Financial Statements of the
Company for the year ended 31st March, 2025. 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 E".

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 15^th June, 2024,
12^th October, 2024, 28^th October 2024 and 24^th February, 2025

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. 15^th June, 2024, 28^th October, 2024, 24^th
February, 2025 and 25^th March 2025.

The Audit Committee consists of the following members viz., (1) Mr. Sandeep Sheth - Executive Director (ceased w,e,f
09.08.2025), Mr. Mahendra Shah and Mr. Kashinath Chatterjee - Independent Directors.

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 Company's
code. The Whistle Blower Policy is uploaded on the company's 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 arm's 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 Company's 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 s 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-a-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 s, 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 Board's 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
Company's 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 Company's risk management
framework embodies the management's 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 Company's 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 F 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 G’’ 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: 19^th September, 2025 DIN: 08781589 DIN: 05359127