AJR Infra & Tolling Limited (formerly Gammon Infrastructure Projects Limited) has re-appointed Mahendra Kumar Agrawala as an additional director in the category of independent director, effective October 31, 2023. The Board of Directors approved the appointment on the recommendation of the Nomination & Remuneration Committee, ensuring continuity in governance as Mr. Agrawala’s previous five-year tenure concluded on October 30, 2023. This filing was submitted to the National Stock Exchange of India Limited and BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Approval and Regulatory Compliance

The re-appointment follows standard corporate governance procedures for independent directors in India. The company disclosed the change in board composition through a formal intimation to the listing exchanges. The decision aligns with the regulatory framework governing the tenure and re-appointment of independent directors, ensuring that the board maintains the required proportion of independent members.

Director Profile

Mahendra Kumar Agrawala brings over 35 years of experience to the board, with expertise spanning auditing, income tax, company law, and project management consultancy. He holds qualifications including B.Com (Hons), LLB, FCA, and DISA (ICA). His professional background includes three years of practical experience during his CA course and extensive involvement in private practice areas such as direct and indirect tax matters, service tax, tax and VAT audits, and internal or management audits.

Disclosure of Relationships

As per the disclosure requirements under Regulation 30 read with SEBI circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015, the company confirmed that Mr. Agrawala is not related to any other directors of AJR Infra & Tolling Limited. This ensures independence in his role on the board.

AJR Infra & Tolling Limited clarified to the National Stock Exchange of India Limited that its audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2025, were signed by authorized Non-Executive Directors due to the absence of the Whole-Time Director. The company attributed a delay in the submission of these results to repeated technical errors encountered on the exchange’s upload platform. The Board of Directors had convened on May 30, 2025, to approve the financial results and authorize the signatories in compliance with SEBI (Listing Obligations and Disclosure) requirements.

In a response to observations raised by the exchange, the company stated that the Board authorized Mr. Subhrarabinda Birabar and Mr. Srinivasu Chaganti, both Non-Executive Directors, to sign the financial results. This authorization was granted in the absence of Mr. Mineel Mali, the Whole-Time Director. The company confirmed that the Statement on Impact of Audit Qualification was also signed by the authorized Non-Executive Directors based on the Board resolution passed on May 30, 2025.

Regarding the timing of the submission, the company reported that the Board meeting commenced at 20:15 hours and concluded at 21:50 hours. While attempting to upload the financial results in PDF form, the company encountered a system error displaying the message: “An exception has occurred while processing the request. Please contact the administrator for more details.” The company stated that this repeated technical error caused an unavoidable delay in the filing process.

The Board resolution passed on May 30, 2025, approved the draft annual financial statements, including the standalone and consolidated statements of profit and loss and balance sheets for the financial year ended March 31, 2025. The resolution authorized Mr. Subhrarabinda Birabar, Mr. Srinivasu Chaganti, and Mr. Vinay Sharma, Chief Financial Officer, to sign the financial statements on behalf of the company.

Key Authorization Details