AJR Infra and Tolling Limited (Formerly Gammon Infrastructure Projects Limited)

Board Meeting Outcomes

The Board of Directors at its meeting held on November 06, 2026, approved the following items:

1. Approval of Financial Results: Approved the Unaudited Standalone and Consolidated Financial Results for the quarter and half-year ended September 30, 2026, along with the Limited Review Reports of the Statutory Auditor, pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015.

2. Acquisition of REPL: Approved the acquisition of 100% equity stake in Rajahmundry Expressway Private Limited (REPL) for a cash consideration of ₹4.17 crores, making REPL a wholly-owned subsidiary of the Company. The acquisition is expected to be completed within 2 months from the date of execution of the Share Purchase Agreement. The object is to gain control over the tax litigation of REPL. Disclosure made pursuant to Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015.

3. Shifting of Registered Office: Approved the shifting of the Registered Office within the local limits of Mumbai from "Third Floor, Plot. 3/8, Hamilton House, J N Heradia Marg, Ballard Estate, Mumbai, Maharashtra, India, 400038" to "First Floor, Gammon House, Swatantra Veer Sarvarkar Road, Prabhadevi, Mumbai, Maharashtra, India, 400025" for administrative and operational convenience. Disclosure made pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015.

The meeting commenced at 07:20 PM (IST) and concluded at 08:30 PM (IST).

Standalone Financial Performance (₹ in Lacs)

Income Statement Highlights:

  • Quarter Ended September 30, 2026: Total Income of ₹560.97; Profit Before Tax of ₹201.17; Profit After Tax of ₹239.93.
  • Half Year Ended September 30, 2026: Total Income of ₹1,064.76; Profit Before Tax of ₹111.00; Profit After Tax of ₹108.29.
  • Comparative Half Year Ended September 30, 2025: Included an exceptional income of ₹31,319.27, leading to a Profit After Tax of ₹30,775.04.
  • Earnings Per Share (EPS): Basic/Diluted after exceptional item for H1 Sept 2026 was ₹0.01.

Balance Sheet Highlights (as of September 30, 2026):

  • Total Assets: ₹13,505.85
  • Equity Share Capital: ₹18,917.64
  • Other Equity: Negative ₹(1,20,826.68)
  • Total Current Liabilities: ₹1,15,003.46 (significantly exceeding current assets)

Cash Flow Highlights (H1 Sept 2026):

  • Net Cash Used in Operating Activities: ₹(632.59)
  • Net Cash from Investing Activities: ₹779.98
  • Net Cash Used in Financing Activities: ₹(111.23)
  • Net Increase in Cash: ₹36.16

Consolidated Financial Performance (₹ in Lacs)

Income Statement Highlights:

  • Quarter Ended September 30, 2026: Total Income of ₹107.43; Loss Before Tax of ₹(9.17); Loss After Tax attributable to owners of ₹(10.39).
  • Quarter Ended June 30, 2026: Included an exceptional expense of ₹(1,883.59) towards impairment in Sikkim Hydro Power Ventures Limited (SHPVL), leading to a significant Loss After Tax of ₹(1,889.05).
  • Half Year Ended September 30, 2026: Total Loss After Tax attributable to owners of ₹(1,899.44).
  • Comparative Half Year Ended September 30, 2025: Included an exceptional income of ₹1,11,098.39 related to a settlement in Sidhi Singrauli Road Project Limited (SSRPL), leading to a Profit After Tax of ₹1,10,514.73.
  • Earnings Per Share (EPS): Basic/Diluted after exceptional item for H1 Sept 2026 was ₹(0.20).

Balance Sheet Highlights (as of September 30, 2026):

  • Total Assets: ₹15,440.53
  • Equity Share Capital: ₹18,917.64
  • Other Equity: Negative ₹(1,06,287.77)
  • Total Current Liabilities: ₹1,02,292.81 (significantly exceeding current assets)

Cash Flow Highlights (H1 Sept 2026):

  • Net Cash Used in Operating Activities: ₹(430.31)
  • Net Cash from Investing Activities: ₹439.40
  • Net Cash Used in Financing Activities: ₹(114.52)
  • Net Decrease in Cash: ₹(105.42)

Notes to Financial Results

Note 3: Subsidiaries Under Insolvency (CIRP)

The Company lost control over two subsidiaries due to Corporate Insolvency Resolution Proceedings (CIRP):

1. Patna Highway Projects Limited (PHPL):

  • CIRP initiated by lender (Corporation Bank, now Union Bank of India) on January 7, 2020.
  • NCLT approved resolution plan of Silver Point on May 10, 2022; Company's plan rejected.
  • Company filed appeals in NCLAT and subsequently in Supreme Court on July 3, 2023. Supreme Court admitted appeals on September 26, 2025; matter listed for hearing week of November 2, 2026.
  • Corporate Guarantee of ₹1,19,024.39 Lacs invoked by Phoenix ARC on November 7, 2023; litigation ongoing in NCLT/NCLAT. Next hearing on November 27, 2026.
  • Net exposure: Funded ₹21,294.65 Lacs (fully provided) + Non-Funded (guarantee) ₹1,19,024.39 Lacs.

2. Rajahmundry Godavari Bridge Limited (RGBL):

  • Entire exposure written off.
  • Non-funded exposure: ₹9,811.02 Lacs + Invocation amount accounted (net of recoveries): ₹69,709.53 Lacs.
  • Recovery proceedings by banks (Canara Bank, Bank of Baroda, United Bank of India) in DRT; ex-parte order dated July 31, 2023. Company filed for setting aside. Next hearing on November 6, 2026. Stay on recovery proceedings granted until miscellaneous applications are decided; next hearing November 26, 2026.

Note 4: Project Related Notes (Stressed SPVs)

1. Indira Container Terminal at Mumbai (ICTPL):

  • Control transferred to new management in FY 2024-25 pursuant to OTS with lenders. Company retained 16.29% beneficial interest, classified as investment at fair value.
  • Net exposure: Funded ₹4,838.42 Lacs + Non-Funded (Bank Guarantee) ₹3,500 Lacs. Management asserts no provision needed.
  • Pending litigations to be handled by new management.

2. Pravara Renewable Energy Limited:

  • Illegal possession by Karkhana (Padmashri Dr. Vithalrao Vikhe Patil Sahakari Sakhar Karkhana Limited). Receiver appointed by DRT operates unit without reporting to SPV management.
  • SPV marked as NPA by lenders. Multiple legal challenges ongoing at DRT/DRAT. Next hearings scheduled for November 5, 2026 (OA disposal) and December 9, 2026 (Securitization Application compliance).
  • Entire funded exposure provided for in books. Non-funded exposure: ₹19,167.00 Lacs.
  • Statutory Auditors of SPV have given a disclaimer of opinion since FY ended March 31, 2024.
  • Management contends loss of control per Ind AS 110.

Note 5: Material Uncertainty Related to Going Concern

  • Severe liquidity crunch affecting operations.
  • Consolidated current liabilities exceed current assets by ₹98,484.03 Lacs as of September 30, 2026.
  • Defaults in payments to lenders and subsidiaries.
  • Outcome dependent on favorable decisions in outstanding litigations, which are pending for a long time and not concluding in the Company's favor.
  • Management asserts going concern assumption is appropriate and no adjustments are made in the financial statements.

Note 6: Exceptional Items

  • H1 Sept 2025 / FY Mar 2026: ₹31,319.27 Lacs (Standalone) / ₹1,11,098.39 Lacs (Consolidated) related to reversal of provision and recognition of unamortized guarantee commission on OTS of Sidhi Singrauli Road Projects Limited (SSRPL).
  • Q2 June 2026 / H1 Sept 2026 (Consolidated): ₹(1,883.59) Lacs impairment provision for Plant, Property & Equipment in Sikkim Hydro Power Ventures Limited (SHPVL) as it is not a going concern.

Note 7: Segment Information

The Company/Group operates in a single segment: "Infrastructure Development" within a single geographical segment, India.

Auditor's Limited Review Report (N V C & Associates LLP)

  • Issued an unmodified limited review report on both standalone and consolidated financial results.
  • Emphasis of Matter: Highlighted significant uncertainties regarding:

1. PHPL litigation and accounting treatment of invoked guarantee (₹1,19,024.39 Lacs).

2. ICTPL exposure and management's assertion of no provision required (₹4,838.42 Lacs funded + ₹3,500 Lacs non-funded).

3. Pravara Renewable Energy situation, including disclaimer of opinion by SPV's auditor and non-funded exposure of ₹19,167.00 Lacs.

  • Material Uncertainty on Going Concern: Noted the significant excess of current liabilities over current assets and dependence on favorable litigation outcomes.
  • Other Matter (Consolidated): The review relied on reports of other auditors for 2 subsidiaries and unaudited management accounts for 14 subsidiaries and 1 joint venture.

Additional Corporate Information

  • Company Secretary & Compliance Officer: Amatulla Akil Chunawala
  • Whole-Time Director: Mineel Mali (DIN: 06641595)
  • Statutory Auditors: N V C & Associates LLP (Firm Reg. No.: 106971W/W101085)