The Shareholders of
 
 Gammon Infrastructure Projects Limited
 
 The Directors have pleasure in submitting their tenth Annual Report
 together with the Audited Accounts of the Company, for the period April
 1, 2010 March 31, 2011 (the Period).
 
 FINANCIAL HIGHLIGHTS
 
 For a true assessment of your Company''s strength, you are requested to
 refer to the ''consolidated accounts'' of the Company rather than the
 ''stand alone accounts''; both of which are contained in this Annual
 Report.
 
 As per Consolidated Accounts: 
 
                                                  (Rs. in Lakhs)
 
 Particulars                              March 31, 2011  March 31,2010
 
 Incorne                                       34.589.89      33,949.78
 
 Profit before Interest, Depreciation / 
 amortisation and Taxation                     21,301.43      15,017.53
 
 Financial Costs                               10,090.46       5,745.42
 
 Depreciation and Amortisation                  8,587.93       5,063.50
 
 Tax Expense                                      462.51       1,050.63
 
 Prior Period                                          -         166.54
 
 Minority Interest & share of (profit)/
 loss from associates                             429.41         429.18
 
 Net Profit                                     1,716.86       2,562.27
 
 Cash Profit (Net Profit   Depreciation)       11,978.99       7,625.77
 
 As per Standalone Accounts: 
 
                                                     (Rs. in Lakhs)
 
 Particulars                             March 31, 2011  March 31,2010
 
 Income                                        9,115.83      12,291.68
 
 Profit before Interest, Depreciation/ 
 amortisation and Taxation                     5,885.39       2,357.69
 
 Financial Cost                                1,019.55         112.64
 
 Depreciation and Amortisation                   198.40         198.91
 
 Tax Expense                                   1,019.55         645.73
 
 Net Profit                                    3,573.02       1,400.41
 
 Cash Profit (Net Profits Depreciation)        3,771.42       1,599.32
 
 DIVIDEND
 
 In view of the unfavorable monetary situation for infrastructure
 companies and with a view to conserve resources for further investments
 in projects under implementation and new projects, the Directors have
 decided not to recommend any Dividend for the Period.
 
 COMPANY''S PROJECTS
 
 The Company has a basket of eight projects in the Road Sector, three in
 the Port Sector and three in the Energy Sector, which are under
 operation/active development by or through special purpose vehicles
 (SPVs).
 
 Of the eight projects in the Road Sector:
 
 (a) Three are toll based projects, namely:
 
 - New Mattancherry Bridge project developed by an SPV, Cochin Bridge
 Infrastructure Company Ltd., which has been in operation since
 September, 2001.
 
 - Vadape-Gonde project under development by an SPV, Mumbai Nasik
 Expressway Ltd., in operation partly since end May, 2010 and has
 completed the entire highway stretch from Vadape to Gonde by end May,
 2011.
 
 -  Godavari Bridge project under development by an SPV, Rajahmundry
 Godavari Bridge Ltd., is presently in construction stage.
 
 (b) Five are annuity based projects, namely:
 
 -  Rajahmundry-Dharmavaram road project developed by an SPV, Rajahmundry
 Expressway Ltd., which achieved commercial operations in September,
 2004.
 
 - Dharmavaram-Tuni road project developed by an SPV, Andhra Expressway
 Ltd., which achieved commercial operations in October, 2004.
 
 - Kosi Bridge project under development by an SPV, Kosi Bridge
 Infrastructure Company Ltd., is presently in construction stage.
 
 - Gorakhpur Bypass project under development by an SPV, Gorakhpur
 Infrastructure Company Ltd., is presently in construction stage.
 
 - Patna-Muzafarpur project under development by an SPV, Patna Highway
 Projects Ltd., is presently in construction stage.
 
 The Company is undertaking operation & maintenance in all the three
 road projects in operation; viz. the Rajahmundry-Dharmavaram road
 project, the Dharmavaram-Tuni road project and the Vadape-Gonde road
 project.
 
 The three projects in the Port Sector are:
 
 - Visakhapatnam Port project, a project to develop two berths at
 Visakhapatnam Port,
 
 implemented by an SPV, Vizag Seaport Pvt. Ltd., of which the first
 berth became operational in July, 2004 and the second in September,
 2005.
 
 - Mumbai Offshore Container Terminal, under development by an SPV,
 Indira Container Terminal Pvt. Ltd, is presently in the construction
 stage.
 
 - Paradip Iron Ore Berth project, under development by an SPV, Blue
 Water Iron Ore Terminal Pvt.  Ltd. The project achieved financial
 closure recently.
 
 The three projects in the Energy Sector are:
 
 - 66 MW Rangit II hydroelectric power project under development by an
 SPV, Sikkim Hydro Power Ventures Ltd., which is now in the process of
 finalizing the construction contractor.
 
 - 30 MW Pravara cogeneration power project under development by an SPV,
 Pravara Renewable Energy Ltd.
 
 - 261 MW Youngthangkhab hydroelectric project under development by an
 SPV, Youngthang Power Ventures Ltd.
 
 Recently, after the Period undRs.r report, the Company has sold its 50%
 stake in the 12MW operational biomass power plant of Punjab Biomass
 Power Ltd. at Ghanour to its joint venture partner for a cash
 consideration. Further, the Company has sold its 50% stake in seven
 other biomass power projects in Punjab to its joint venture partner and
 has in turn bought an additional 50% stake in six biomass power
 projects in Haryana and one in Punjab from the joint venture partner.
 As a result, the Company will have 100% slake in biomass projects to
 generate 66MW power.
 
 Besides the above named projects under operation/active development,
 the Company also has two other power projects under its umbrella; |i)
 the 60 MW Tidong r II hydroelectric power project in Himachal Pradesh,
 the award of which has recently been upheld by the Supreme Court; and
 (ii| a 250 MW thermal power project in Chandrapur district of
 Maharashtra, for which the required land is being acquired.
 
 The other projects
 
 The Company is also participating in the development of two special
 economic zones [SEZ] in India; (i) an auto-component SEZ over 90 acres
 of land at Adityapur, Jharkhand, for which forest clearance is pending
 and (ii) a multi-purpose SEZ at Tada in Andhra Pradesh for which
 necessary land is being acquired.
 
 We request you to refer to the ''Management Discussion and Analysis
 Report'' annexed to this Report for details of the operational
 performance of the SPVs.
 
 WHAT LIES AHEAD
 
 The Company expects to achieve financial closure for Pravara
 co-generation power project and Rangit II hydroelectric power project
 in the next financial year.
 
 The Company has been shortlisted to bid for 40 Projects across sectors
 such as roads, ports, power, transmission, urban infra etc.
 collectively having an estimated project cost Rs. 52,000 crores.  In
 addition to this, the Company has submitted pre-qualification
 applications for 70 projects, across various sectors, which have an
 estimated aggregate project cost of Rs. 67,000 crores. The Company is
 also exploring various opportunities in some other emerging economies
 to establish its footprint overseas.
 
 EQUITY CAPITAL
 
 The paid up capital of the Company has increased from Rs.
 1,448,879,500/- to Rs. 1,457,480,324/- during the Period on account of
 allotment of equity shares to the employees who exercised their rights
 attached to stock options.
 
 The Company intends to raise about Rs. 200 crores by way of a rights
 issue of shares to raise additional resources to fulfill its equity
 commitment to various projects under implementation.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 Details of the ''employee stock options'' already issued by the Company,
 required to be stated in this Report as per SEBI Guidelines is annexed
 to this Report as Annexure 1.
 
 PARTICULARS UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE
 REPORT OF THE BOARD OF DIRECTORS) RULES, 1988
 
 (A) Conservation of Energy
 
 The disclosure required under the said heading is not applicable to
 your Company.
 
 (B) Technology Absorption
 
 The disclosure required under the said heading is not applicable to
 your Company.
 
 (C) Foreign Exchange Earnings & Outgo
 
 The Company did not earn any foreign exchange during the Period. The
 Company expended foreign exchange equivalent to Rs. 26.7 Lakhs during
 the Period.
 
 SUBSIDIARIES
 
 Andhra Expressway Ltd., Cochin Bridge Infrastructure Company Ltd.,
 Gammon Logistics Ltd., Gammon Projects Developers Ltd., Gammon
 Renewable Energy Infrastructure Ltd., Gammon Road Infrastructure Ltd.,
 Gammon Seaport Infrastructure Ltd., Gorakhpur Infrastructure Company
 Ltd., Jaguar Projects Developers Ltd., Kosi Bridge Infrastructure
 Company Ltd., Marine Projects Services Ltd., Mumbai Nasik Expressway
 Ltd., Pataliputra Highway Ltd., Patna Highway Projects Ltd., Pravara
 
 Renewable Energy Ltd., Rajahmundry Expressway Ltd., Rajahmundry
 Godavari Bridge Ltd., Ras Cities and Townships Pvt. Ltd., Sikkim Hydro
 Power Ventures Ltd., Tada Infra Development Company Ltd., Tidong Hydro
 Power Ltd., Vizag Seaport Pvt. Ltd. and Youngthang Power Ventures Ltd.
 remain subsidiaries of the Company.
 
 Lilac Infraprojects Developers Ltd., Chitoor Infra Company Pvt. Ltd.,
 Chitoor Infrastructure Projects Pvt. Ltd. (formerly Satyavedu Infra
 Company Pvt. Ltd.) and Tada Infrastructure Projects Pvt. Ltd.
 (formerlyTatla SEZ Pvt. Ltd.) were incorporated / have become
 subsidiaries of the Company during the Period.
 
 A statement u/s 212 of the Companies Act, 1956 relating to the
 subsidiaries is attached to the Balance Sheet of the Company for the
 Period. The Company has not attached the audited accounts of the
 subsidiaries to the Audited Accounts of the Company for the Period.
 However, the effect of the same has been brought out in the
 consolidated Audited Accounts of the Company. The annual accounts of
 the subsidiaries and the related information will be made available to
 the Company''s and subsidiaries'' investors at any point of time. These
 have also been kept for inspection of the investors at the Registered
 Office of the Company and of the concerned subsidiaries.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees required under Section 217(2A) of the
 Companies Act, 1956 is annexed to this Report as Annexure 2.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217 (2AA) of the Companies Act,
 1956, the Directors hereby confirm:
 
 a) The applicable Accounting Standards along with proper explanation
 relating to material departures have been followed by the Company in
 preparation of the Annual Accounts for the Period;
 
 b) that the Directors have selected 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 Period and of the profits of the
 Company for the Period;
 
 cj that 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 fraud and other irregularities; and
 
 d) that the annual accounts are prepared on a going concern basis.
 
 BOARD OF DIRECTORS
 
 As per Article 169 of the Articles of Association of your Company, Mr.
 Himanshu Parikh and Mr. Sanjay Sachdev are liable to retire by rotation
 at the ensuing Annual General Meeting and being eligible, have offered
 themselves for re-appointment. Your Directors recommend their re-
 appointment.
 
 Mr. Rajeevkumar Malhotra joined the Board on February 11, 2011 and has
 been made a ''Whole-Time Director'' of the Company with effect from April
 1, 2011. Mr. Kishor Kumar Mohanty joined the Board on April 12, 2011 as
 Managing Director of the Company. Mr. Kunal Shroff joined the Board on
 April 12, 2011. Your Directors recommend their appointment on the
 Board.
 
 BOARD COMMITTEES
 
 The Board has presently the following committees to assist it in its
 work:
 
 i) Audit Committee to, inter-alia, oversee and review the financial
 reporting system and disclosures made in its financial results; 
 
 ii] Shareholders/Investors Grievance Committee to, inter-alia, redress
 investor complaints;
 
 iii] Remuneration Committee to approve appointments and remuneration of
 Executive Directors; 
 
 iv) Compensation Committee to administer the ''Employee Stock Option
 Scheme'';
 
 v) Project Committee to, inter-alia, advice the Company on the business
 opportunities that arise from time to time; and 
 
 vi] Rights Issue Committee to oversee the rights issue of shares of the
 Company.
 
 The constitution of the various committees, its powers and duties have
 been elaborated in greater detail in the ''Corporate Governance Report'',
 which is annexed to the Annual Accounts.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Attention of the Shareholders is invited to a separate section titled
 ''Report on Corporate Governance'' which is annexed to the Annual
 Accounts. A certificate of compliance issued by Mr.  N. Veeraraghavan,
 a ''practicing company secretary'' on compliance with corporate
 governance requirements of the Listing Agreement is annexed to this
 Report as Annexure 3.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Attention of the Shareholders is also invited to a separate section
 titled ''Management Discussion and Analysis Report'' which is annexed to
 the Annual Accounts.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted deposits under Section 58A of the
 Companies Act, 1956.
 
 AUDITORS
 
 The Company''s auditors, M/s. Natvarlal Vepari & Co. and M/s. S. R.
 Batliboi & Co. retire at the Annual General Meeting and being willing
 and eligible to be re-appointed as Auditors of the Company, have
 submitted their certificates to the effect that their re-appointments,
 if made, would be within the limits prescribed under Section 224 (1B]
 of the Companies Act, 1956.
 
 The Board recommends their reappointment.
 
 AUDITORS REPORT
 
 Regardirig the Auditors'' observation in their report pursuant to the
 Companies (Auditor''s Report) Order (CARO), 2003 that short term funds
 amounting to Rs. 5,746.4-8 Lakhs have been used for long term
 investments, the Board states that short term funds have been used for
 meeting equity commitments only as an interim measure pending raising
 of long term resources byway of long term loans, sale of equity stake
 in one or more of the projects and right issue of shares to
 shareholders.
 
 The other observations of the Auditors are self explanatory or have
 been clarified and explained in the relevant Notes forming part of the
 Annual Accounts and do not need further clarifications.
 
 ACKNOWLEDGEMENTS
 
 The Board wishes to place on record their appreciation of 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 Government, Semi Government and Local
 Authorities.
 
                        For and on behalf of the Board of, 
 
                         Gammon Infrastructure Projects Limited
 
 Abhijit Rajan             Himanshu Parikh          K.K.Mohanty
 
 Chairman &                Vice Chairman            Managing Director
 
 Managing Director
 
 Place: Mumbai
 
 Date: August 11,2011