Gammon India Limited has filed its Integrated Annual Report for FY 2025-26 and issued notice of its 104th Annual General Meeting (AGM), scheduled for 29th August, 2026, at 02:30 p.m. via Video Conferencing. The company, one of India's oldest civil engineering and infrastructure contractors with a history spanning over 100 years, continues to navigate a prolonged financial restructuring process amid persistent liquidity challenges.

Financial Performance: FY 2025-26

The financial year under review covers the 12-month period from 1st April, 2025 to 31st March, 2026. The following table presents the key financial metrics on both a standalone and consolidated basis.

On a standalone basis, turnover rose significantly to Rs. 85.18 crores from Rs. 21.23 crores in the previous financial year ended 31st March, 2025. However, the net loss after tax widened to Rs. 1189.01 crores from Rs. 1078.14 crores. Finance costs, which include interest costs, stood at Rs. 1123.06 crores on a standalone basis. The loss was primarily attributed to provisions made for the company's funded and non-funded exposure of loans and investments.

On a consolidated basis, the Gammon Group's turnover grew to Rs. 94.48 crores from Rs. 67.89 crores in the previous financial year. The consolidated net loss after tax moderated to Rs. 1170.34 crores from Rs. 1192.34 crores in the prior year.

NPA Status and Resolution Plan

The company's credit facilities with secured lenders have been marked as Non-Performing Assets (NPA) since June 2017. Lenders have recalled all facilities, initiated recovery suits in Debt Recovery Tribunals, and filed winding-up petitions with the National Company Law Tribunal (NCLT), Mumbai bench. The company's current liabilities exceed current assets by Rs. 12,701.41 crore as at March 31, 2026 on a standalone basis.

More than 50% of the debt has been assigned to Asset Reconstruction Companies (ARCs) by the lenders. The company has submitted a One Time Settlement (OTS) proposal to lenders, which remains under consideration. The standalone residual CDR principal debt stood at Rs. 5447.09 crores as on 31st March, 2026, including Rs. 1393.19 crores pertaining to recalled facilities of SPV companies.

Key auditor qualifications include:

• Penal interest and charges of Rs. 107.90 crores levied by lenders for the current year ended March 31, 2026, with cumulative penal interest amounting to Rs. 391.76 crores up to March 31, 2026, which the management is disputing.
• An additional Rs. 519.78 crores in penal interest and charges levied by CFM Assets Reconstruction Company Private Limited (ARC), with the aggregate contingent penal interest amounting to Rs. 911.54 crores.

Delisting and Relisting Status

BSE compulsorily delisted the company's shares with effect from 8th May, 2024, and NSE with effect from 10th May, 2024, due to non-compliance. The company filed appeals before the Securities Appellate Tribunal (SAT). The Honourable SAT directed BSE (vide order dated 8th May, 2025) and NSE (vide order dated 19th February, 2026) to relist the company after regularisation of pending compliances. The company has completed all BSE compliances and is in the process of completing NSE compliances. Both exchanges have changed the company's status from delisted to suspended, pending completion of procedural requirements.

Board Changes and AGM Agenda

Several changes took place in the board composition during and after the financial year under review:

The 104th AGM agenda includes adoption of audited standalone and consolidated financial statements for FY 2025-26, appointment of Mr. Ajay Bhatnagar as Independent Director for a term of five years from 30th May, 2026 to 29th May, 2031, appointment of Mr. Radhakrishnan Nair Bhaskaran Pillai as Independent Director for a term of five years from 3rd August, 2026 to 2nd August, 2031, and ratification of remuneration of Rs. 70,000/- payable to Cost Auditor CMA Pradeep Damania for FY 2026-27.

Overseas Operations and Subsidiaries

The company held 19 subsidiaries including step-down subsidiaries and 5 joint venture companies as on 31st March, 2026, with Metropolitan Infrahousing Private Limited identified as a material subsidiary. The Italy-based Sofinter Group, in which the company holds a strategic stake through its overseas SPVs, reported consolidated revenues of Euro 252 Million for 2025, resulting in a consolidated loss of Euro 7.5 Million. The capital restructuring exercise of Sofinter under Article 2446 of the Italian Civil Code was concluded on 15th July, 2026. In the event Gammon opts out of the required capital contribution of approximately Euro 14 million, Nova Energy will pay the same and Gammon's shareholding in Sofinter will drop from 10% to 8.33%, based on a third-party valuation of approximately Euro 66 million.

Gammon India Limited has scheduled its 104th Annual General Meeting (AGM) for August 29, 2026, at 2:30 p.m. IST, to be conducted via Video Conferencing or Other Audio Visual Means. The primary business of the meeting includes the adoption of audited standalone and consolidated financial statements for FY26, alongside special resolutions to appoint Ajay Bhatnagar and Radhakrishnan Nair Bhaskaran Pillai as Independent Directors for five-year terms. This expansion of the Board aims to leverage deep infrastructure and construction expertise to strengthen governance and strategic oversight.

The Board of Directors approved the appointments based on recommendations from the Nomination and Remuneration Committee. Mr. Bhatnagar, appointed as an Additional Director effective May 30, 2026, brings over 34 years of experience in infrastructure projects, including bridges, dams, and highways. Mr. Pillai, appointed effective August 3, 2026, offers 35 years of experience in civil engineering and site management. Both directors are not liable to retire by rotation. Additionally, shareholders will ratify the remuneration of ₹70,000 for CMA Pradeep Damania as the Cost Auditor for FY27.

Director Profiles and Expertise

The new appointments reinforce the company’s focus on core engineering competencies. Mr. Bhatnagar is a Civil Engineer from Pune University and currently serves as an Independent Consultant. His background includes managing execution under challenging conditions and optimizing resource utilization across multiple simultaneous projects. Mr. Pillai, a Civil Engineer from the Kerala Technical Education Board, has extensive experience in project planning, contract administration, and liaison with external agencies.

Meeting Logistics and Voting

Pursuant to Ministry of Corporate Affairs circulars, physical attendance is dispensed with. The record date for determining voting entitlement is August 22, 2026. Remote e-voting will commence on August 26, 2026, and close on August 28, 2026. Shareholders holding securities in demat mode can vote via NSDL or CDSL portals, while those with physical shares must register on the InstaVote platform using their folio numbers. The Company Secretary and Compliance Officer, Roshni Kapshiwal, signed the intimation to exchanges under Regulation 30 of the SEBI Listing Regulations.

What the Numbers Show

The simultaneous appointment of two independent directors with specific civil engineering backgrounds signals a strategic consolidation of sector-specific expertise at the Board level. With neither director holding equity shares, the moves prioritize objective governance and technical oversight rather than aligned financial interests. The retention of a modest remuneration structure for the Cost Auditor suggests disciplined control over compliance costs during the upcoming fiscal year.