Notes to Accounts of Bharat Road Network Ltd.

Mar 31, 2025

1.14 Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a legal or constructive
obligation as a result of past events and it is probable that there will be an outflow of resources and a reliable estimate can
be made of the amount of obligation. Provisions are not recognized for future operating losses. The amount recognized as a
provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.

Contingent liabilities is not recognized and are disclosed by way of notes to the financial statements when there is a possible
obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Company or when there is a present obligation that arises from
past events where it is either not probable that an outflow of resources will be required to settle the same or a reliable estimate
of the amount in this respect cannot be made.

Contingent Assets are disclosed in the financial statements by way of notes to accounts when an inflow of economic benefits is
probable.

1.15 Post-employment, long term and short term employee benefits
Defined contribution plans

Provident Fund

The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The Company
has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined
contribution plans and the contributions are recognised as employee benefit expense when they are due.

Defined benefit plans
Gratuity (Unfunded)

Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability recognised in the financial
statement in respect of gratuity is the present value of the defined benefit obligation at the reporting date less the fair value of
plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit/
obligation is calculated at or near the reporting date by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the
statement of OCI in the year in which such gains or losses are determined.

Compensated absences

Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet
date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit
expected to be availed by the employees. Liability in respect of compensated absences becoming due or expected to be availed
more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent
actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged to statement of profit
and loss in the year in which such gains or losses are determined.

Short Term Employee Benefits

Recognised at the undiscounted amount as expense for the year in which the related service is provided.

1.16 Revenue Recognition
Service Revenue

The Company recognises revenue when the company satisfies a performance obligation by transferring a promised service to
a customer and it is probable that the company will collect the consideration to which it will be entitled in exchange for the
services.

Interest Income

Interest income is generally recognized on a time proportion basis by considering the outstanding amount and effective interest
rate.

For all financial instruments measured at amortized cost, interest income is recorded using effective interest rate (EIR), which
is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial
instruments or a shorter period, where appropriate, to the net carrying amount of the financial asset. When calculating the
effective interest rate, the company estimates the expected cash flows by considering all the contractual terms of the financial
instrument. Interest income is included in other income in the statement of profit and loss.

Other Income

Other Income is recognized when right to receive is established.

1.17 Borrowing Costs

Borrowing cost comprises of interest and other costs incurred in connection with the borrowing of the funds. All borrowing
costs are recognized in the Statement of Profit and Loss using the effective interest rate method except to the extent attributable
to qualifying asset which are capitalized to the cost of the related assets. A qualifying asset is an asset, that necessarily takes a
substantial period of time to get ready for its intended use or sale. Borrowing cost also includes exchange differences to the
extent considered as an adjustment to the borrowing costs.

1.18 Income Tax

Income tax expense representing the sum of current tax expenses and the net charge of the deferred taxes is recognized in
the statement of profit & loss except to the extent that it relates to items recognized directly in equity or other comprehensive
income.

Current income tax is provided on the taxable income and recognized at the amount expected to be paid to or recovered from
the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting
period. Taxable Income differs from ''profit before tax'' as reported in the statement of profit and loss because of items of income
or expense taxable on the basis different than that considered for recognition in the accounts and also due to the items that are
taxable or deductible in other years and items that are never taxable or deductible.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which those deductible temporary
differences can be utilised.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilised.

1.19 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after
deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted
average number of equity shares outstanding during the period is adjusted for events including a bonus issue.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.

1.20 Use of Estimates and management judgements

The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management of
the company to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets,
liabilities and related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet
date.

The estimates and management''s judgments are based on previous experience and other factors considered reasonable and
prudent in the circumstances. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised.

The areas involving critical judgement are as follows:

i) Useful lives of property plant and equipment / intangible assets

Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after taking
into account estimated residual value. The useful lives and residual values are based on the Company''s historical experience
with similar assets and take into account anticipated technological changes. The depreciation / amortisation for future
periods is revised if there are significant changes from previous estimates.

ii) Provisions and contingencies

The assessments undertaken in recognizing provisions and contingencies have been made in accordance with Ind AS 37,
''Provisions, Contingent Liabilities and Contingent Assets''. The evaluation of the likelihood of the contingent events has
required best judgment by management regarding the probability of exposure to potential loss. The timing of recognition
and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be
subject to change.

iii) Post-employment benefit plans

Employee benefit obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal
rates as well as assumptions concerning future developments in discount rates, the rate of salary increases and the inflation
rate. The Company considers that the assumptions used to measure its obligations are appropriate.

iv) Income Taxes

The Company''s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose
of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for
uncertain tax positions.

Deferred tax assets are recognised for unused tax losses and unused tax credit to the extent that it is probable that taxable
profit would be available against which the losses could be utilised. Significant management judgment is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future
taxable profits together with future tax planning strategies.

v) Fair value measurements and valuation processes

Some of the Company''s assets and liabilities are measured at fair value for financial reporting purposes. In estimating the
fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1
inputs are not available, the Company engages third party valuers, where required, to perform the valuation. Information
about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed
in the notes to the financial statements.

E Company has given Corporate Guarantee of '' 67,000.00 lakhs (As at March 31, 2024''67,000.00 Lakhs) to the lenders of Subsidiaries and Associates for
the Financial Assistance availed by them.

F During the FY 2020-21, Company has converted Unquoted Unsecured Optionally Convertible Debentures in Mahakaleshwar Tollways Pvt Ltd carried at
fair value through Profit & Loss into loan. Same is pending for approval of lender.

G Kurukshetra Expressway Pvt. Ltd. (KEPL), an associate of the Company, has terminated the Concession agreement with NHAI in the FY 2021-22 pursuant

to which the project has been transferred to NHAI. In this regard, KEPL has filed claims in respect of termination payment and other losses in terms of
Concession agreement, which are subjudice.

H Mahakaleshwar Tollways Pvt Ltd. (MTPL) an associate of the Company has received a Notice dated January 27, 2022 from M.P. Road Development

Corporation Ltd ("MPRDC"), for Termination of Concession Agreement entered into between MTPL and MPRDC. As per the said Notice, MPRDC is deemed
to have taken possession and control of Project.

Further more, MTPL has also issued Termination Notice to MPRDC on account of MPRDC default and filed statement of claims of '' 214,916 lakhs including
Termination payment and other damages. MTPL has filed ""Arbitration Petition""before the Madhya Pradesh Arbitration Tribunal - Bhopal on October 30,
2021 under Madhya Pradesh Madhyastham Adhikaran Adhiniyam, 1983 for Claims including Termination payment. The matter is subjudice"

I Solapur Tollways Private Limited (STPL) has received a notice from Union Bank of India, Lead banker from the Consortium of Senior Lenders / Bankers on

February 02, 2024, regarding a petition filed under section 7 of Insolvency and Bankruptcy Code, 2016 (''IBC'') before the Hon''ble National Company Law
Tribunal - Kolkata Bench (NCLT-Kolkata), alleging default in payment of dues and seeking initiation of Corporate Insolvency Resolution Process (CIRP)
against STPL. Similar petition by Srei Equipment Finance Limited, who has provided Sponsor debt under the Sponsor Support Undertaking to the Senior
Lenders is pending before NCLT-Kolkata, citing default in payment of their dues.

Pursuant to initiation of CIRP, vide NCLT-Kolkata Order dated December 20, 2024, the company ceases control over STPL. (prior to the STPL was a
Subsidiary company). As such, the Company has impaired the value of its investments of '' 23,116.44 lakhs and receivables of '' 2,286.30 lakhs in STPL
during the year ended March 31, 2025. An appeal has been filed with the Honble National Company Law Appellate Tribunal (NCLAT) which has passed
an order that no plans shall be considered by the Resolution Professional till the disposal of this appeal."

J In case of Subsidiary Company, Guruvayoor Infrastructure Pvt. Ltd. (GIPL), preliminary Termination Notice has been received from National Highway
Authority of India (NHAI) dated April 13, 2023 for curing of alleged event of defaults, against which GIPL has filed an application to the Learned Arbitral
Tribunal, which has through its interim order dated April 21, 2023 stated that NHAI will not take any precipitative action pursuant to the preliminary
termination notice till the disposal of the application which is still pending adjudication.

The Officers of the Directorate of Enforcement (ED) conducted search proceedings u/s 17(1) of the Prevention of Money Laundering Act,2002 (PMLA) at
the Office Premises of the Subsidiary, Guruvayoor Infrastructure Pvt. Ltd (GIPL). This was pursuant to the CBI Investigation and FIR being filed alleging
criminal conspiracy leading to unlawful gain of '' 10,244 Lakhs. Subsequently, CBI has filled chargesheet on March 27,2024, wherein the alleged undue
gain has been quantified at around '' 2,447 Lakhs. The ED has passed an order against GIPL, to freeze the movable properties (including Bank balance
and fixed deposits) to the tune of '' 12,521.42 lakhs. GIP has preferred an Appeal against the said order of The Adjudicating Authority before the Hon''ble
Appellate Tribunal (PMLA). The matter is sub-judice.

K During the FY 2023-24, Company has converted Unquoted Unsecured Optionally Convertible Debentures in Solapur Tollways Private Limited into Short
Term Unsecured Loan.

(A) The Company has availed financial assistance from a financial institution (a subsidiary of Corporate promoter of the company)
amounting to '' 19,357.73 lakhs and the same was repayable on March 31,2025. Total interest accrued in books of accounts amounts
to '' 12,015.55 lakhs till June 30, 2024. Interest amounting to '' 2,919.57 lakhs have not been provided from July 01, 2024 onwards.
Company has defaulted in repayment of principal and interest due on March 31,2025. The Company is currently in discussions for the
potential restructuring / resolution of this financial support. The Company is hopeful of a positive outcome in this regard. Considering
these, interest has not been recognised from July 01, 2024 onwards and repayments have been put on hold. The accounts have
been prepared on Going Concern Basis, keeping in view the positive net worth of the Company as at March 31, 2025 and expected
realisation from its financial assets and potential restructuring / resolution of the above.

Term loan is secured by way of first pari passu charge by way of hypothecation of the entire moveable fixed assets, immovable
assets of the company(both present and future), entire current assets including but not limited to book debts, operating cash flows,
receivables, loans and advances, deposits, commissions, investments, revenue of whatsoever nature and wherever arising, entire
long term loans and advances and non-current investments (both present and future), pledge of all unencumbered equity shares to
the extent permitted by relevant gevernment bodies and authorities under applicable laws and as permitted by existing lenders of
respective investee companies wherever applicable and exclusive charge by way of hypothecation of the DSRA (if any). Interest to be
compounded quarterly @ 12% (fixed) and payable at the end of loan tenor i.e 5 years from the date of initial disbursement.

(B) The Company had received an amount of ''7000 lakhs from IL&FS Group - IL&FS Financial Services Ltd. (IL & FS) in the financial year
2016-17. The Company also has a receivable of '' 11,419 lakhs from IL&FS Group - IL & FS Transportation Networks Limited (ITNL).

Pursuant to the directions passed by Hon''ble National Company Law Appellate Tribunal, at New Delhi for restructuring the IL & FS
Group, all the entities belonging to the group are treated as a single entity and not restructured separately.

The Company, as such, has put on hold the interest and Principal payment since September 30, 2018. The Company has not provided
interest from July 01, 2019 onwards, pending the settlement of dispute. An application has been filed against the Company by IL &
FS before the Hon''ble National Company Law Tribunal (NCLT), Kolkata claiming their dues, against which the company has initiated
appropriate measures for set off of this payable and recovery of the balance amount.

Term loan is secured by way of first pari passu charge by way of hypothecation of the entire movable fixed assets (both present
and future), entire current assets including but not limited to book debts, operating cash flows, receivables, loans and advances,
deposits, commissions, investments, revenue of whatsoever nature and wherever arising, both present and future, long term loans
and advances and non-current investments (both present and future) and demand promissory note covering the principal, interest
and all other amounts. Interest is payable quarterly in arrears @ 12.75% (fixed) per annum. No charge / security has been created.

28 OTHER DISCLOSURES

28.1 Defined Benefit Plans/Long Term Compensated Absences:

Defined Contribution Plans:

The Company provides Provident Fund benefit to all employees. Under this scheme fixed contribution is made to the Regional
Provident Fund Commissioner. The Company has no legal and constructive obligation to pay further contributions if the fund does
not hold sufficient assets to pay employee benefits.

Defined Benefit Plans:

The Employees'' Gratuity scheme, Leave benefit scheme, and Sick Leave availment scheme are the Company''s defined benefit plans.
The present value of defined obligation and related current cost are measured using the Projected Unit Credit Method with actuarial
valuation being carried out at Balance Sheet date.

The following tables set out the details of amount recognized in the financial statements in respect of gratuity and leave benefits
which is not funded:

IX Other disclosures:

Basis of estimates of Rate of escalation in salary:

a) The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors including supply and demand in the employment market. The above information is certified by the
actuary.

b) The Gratuity and Leave Encashment have been recognized under " Salaries, wages, bonus and allowances” under Note No.23. The
remeasurement of the net defined benefit liability are included in Other Comprehensive Income.

c) The expected contribution for defined benefit plan for the next financial year is not available and hence not disclosed.

28.3 Segment Reporting

The Company is primarily engaged in a single business segment of own, build, develop, design, operate, transfer road and related services.
All the activities of the Company revolve around the main business. As such there are no separate reportable segments as per requirements
of Indian Accounting Standard (Ind AS- 108) on operating segment. Further, the Company operates only in India, hence additional
information under geographical segments is also not applicable. The Managing Director of the Company has been identified as the Chief
Operating Decision Maker (CODM). The Chief Operating Decision Maker also monitors the operating results as one single segment for the
purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be
provided other than those already provided in the financial statements.

28.5 The Company is presently engaged in the business of designing, building, operating, maintaining and carrying out all other activities
pertaining to road projects. As per the guidelines of respective Government Authority and the requirements of the Concession Agreements,
such road projects are required to be implemented under the Built, Operate & Transfer (BOT) model by creating Special Purpose Vehicles
(SPVs) so that after the concession period, the SPV can be transferred to the respective authority on an "as is where is basis”. The Company
has, therefore, invested in various road projects under the aforesaid SPV model.

These investments have been made on a long term basis with an objective to earn returns and capital appreciation after the commencement
of commercial operations of the respective Projects. The Company has treated these investments in SPVs as "Qualifying Asset” As per Indian
Accounting Standard (Ind AS) 23 on ''Borrowings Costs'' and in accordance with the accounting concept of ''Matching costs and revenues'',
the Company has capitalised borrowing cost incurred on funds borrowed exclusively for investments in the SPVs as part of the cost of
investments.

Total borrowing cost capitalized to Non current Investment as at March 31, 2025 amounts to '' 7,743.82 Lakhs. (As at March 31, 2024
'' 7,743.82 Lakhs)

30 FINANCIAL INSTRUMENT RELATED DISCLOSURES
i) Capital Management

The primary objective of company''s capital management is to support its road projects (SPVs) and provide adequate capital to its business for
growth and creation of sustainable stakeholder value. The company''s capital comprises of share capital and retained earnings attributable
to equity shareholders. The company manages its capital structure in light of changes in the economic and regulatory environment and
the requirements of the financial covenants.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and requirement of
financial covenants. Breaches in meeting the financial covenants would permit the lenders to call loans and borrowings or charge some
penal interest. The Company, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans
and borrowings that define capital structure requirements. In order to maintain or adjust the capital structure, the Company may adjust
the dividend payments to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing
ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, loans and borrowings, less cash and
cash equivalents.

B. Measurement of fair values

The table shown above analyses financial instruments carried at fair value, by valuation method. The different levels have been
defined below:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as
prices) or indirectly (i.e., derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

C. Valuation techniques

The following methods and assumptions were used to estimate the fair values

1) The fair value of trade receivables, trade payables, current loans, current borrowing and other current financial assets and liabilities is
considered to be equal to the carrying amounts of these items due to their short term nature.

2) The fair value of Non-current investments (excluding investment measured at cost/amortized cost) are done by adopting Discounted
Free Cash flow method (DCF) and Net Asset Value ( NAV) approach by a registered valuer. These valuation is based on the assumptions
and estimates considered appropriate by the management.

3) Non current Borrowings and other non current financial liabilities have been contracted at fixed rate of interest and accounted for
accordingly. Fair value of these approximates their carrying value.

4) Fair Value of Investments in mutual funds and Bonds are measured at quoted market price at the reporting date multiplied by quantity
held.

iii) Financial Risk Management

The company''s principal financial liabilities comprises of borrowings and other payables. The main purpose of these financial liabilities
is to finance the company''s operations. The company''s principal financial assets include investments in equity and debt instruments,
loans (advances to related parties), trade and other receivables, and cash and short-term deposits that derive directly from its
operations.

The company is exposed to the following risks from its use of financial instruments:

- Credit risk

- Liquidity risk

- Interest rate risk

The company''s board of directors has the overall responsibility for the establishment and oversight of the company''s risk management
framework. This note presents information about the risks associated with its financial instruments, the company''s objectives, policies
and processes for measuring and managing risk, and the company''s management of capital.

Credit Risk

The Company is exposed to credit risk as a result of the risk of counterparties defaulting on their obligations. The Company''s exposure to
credit risk primarily relates to cash and cash equivalent, investments in equity and debt instruments, loans & other financial assets and
accounts receivable.

The Company monitors and limits its exposure to credit risk on a continuous basis. Credit Risk on cash and cash equivalents and other bank
balances is limited as the Company generally invest in deposits with nationalized banks. Investments in equity and debt securities consist
of investment in subsidiaries/associates. Loans are primarily provided to subsidiaries/associates and are in the nature of short-term as the
same is repayable on demand.

The Company''s credit risk associated with accounts receivable is managed through periodical review of the financial reliability of its
customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts
receivables.

Liquidity risk

The company is exposed to liquidity risk related to its ability to fund its obligations as and when they become due. The company monitors
and manages its liquidity risk to ensure access to sufficient funds to meet operational and financial requirements. The company has access
to credit facilities and monitors cash and bank balances on a regular basis. In relation to the company''s liquidity risk, the company''s policy
is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring
unacceptable losses.

Interest rate risk

Interest rate risk is the risk that an upward movement in the interest rate would adversely effect the borrowing cost of the company. The
company manages its interest rate risk by regular monitoring and taking necessary actions as are necessary to maintain an appropriate
balance.

There is no Interest rate risk as the borrowings availed by the Company are at fixed rate of Interest.

31 The Company did not have any trasactions with Companies struck off under section 248 of Companies Act, 2013 or section 560 of
Companies Act, 1956 during the Financial Year.

32 Additional Regulatory information required by schedule III to the Companies Act, 2013

i. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for
holding any Benami property under the Benami Transaction Prohibition Act, 1988 (45 of 1988) and Rules made thereunder.

ii. The Company has not been declared willful defaulter by any bank or financial institution or any other lender.

iii. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year and previous financial year.

iv. Utilisation of borrowed funds and share premium

I. The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (Ultimate Beneficiaries); or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

II. The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries); or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961).

vi. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies
Act, 2013 read with Companies(Restriction of number of layers) Rules, 2017.

33 These financial statements has been approved and adopted by Board of Directors of the Company in their meeting dated 13 May,
2025 for issue to the shareholders for their adoption.

The accompanying notes 1 to 33 are an integral part of the Financial Statements.

As per our report of even date

For S S Kothari Mehta & Co. LLP For and On behalf of the Board of Directors

Chartered Accountants

Firm Registration No.000756N/N500441

Rana Sen Santanu Ray Bajrang K Choudhary

Partner Director Managing Director

Membership No.066759 DIN: 00642736 DIN: 00441872

Place: Kolkata Ankita Rathi Manisha Chandalia

Date: May 13, 2025 Company Secretary Chief Financial Officer

---

Mar 31, 2024

1.14Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degreeofestimation in measurementare recognized when thereisalegal orconstructiveobligation as a result ofpast events and it is probable that there will be an outflow ofresources and a reliable estimate can be made ofthe amount ofobligation. Provisions are not recognized forfuture operating losses.The amount recognized as a provision is the best estimate oftheconsideration required to settle the present obligation at the end ofthe reporting period, taking into account the risks and uncertainties surrounding the obligation.

Contingent liabilities is not recognized and are disclosed by way of notes to the financial statements when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or when there is a present obligation that arises from pasteventswhereit is either not probablethatan outflowofresources will be required to settlethesameorareliableestimate ofthe amount in this respect cannot be made.

Contingent Assets are disclosed in the financial statements by way of notes to accounts when an inflow ofeconomic benefits is probable.

1.15Post-employment, long term and short term employee benefits Defined contribution plans Provident Fund

TheCompany pays providentfund contributionsto publiclyadministered providentfundsas per local regulations. TheCompany has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

Defined benefit plans Gratuity (Unfunded)

Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability recognised in the financial statement in respect ofgratuity is the present value ofthe defined benefit obligation at the reporting date less the fairvalue of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.The defined benefit/obligation is calculated at or near the reporting date by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the statement ofOCI in theyear in which such gains or losses are determined.

Compensated absences

Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees. Liability in respect ofcompensated absences becoming due or expected to be availed more than oneyear afterthe balance sheet date is estimated on the basis ofan actuarial valuation performed byan independent actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged to statement of profit and loss in the year in which such gains or losses are determined.

Short Term Employee Benefits

Recognised at the undiscounted amount as expense for the year in which the related service is provided.

1.16Revenue Recognition Service Revenue

The Company recognises revenue when the company satisfies a performance obligation by transferring a promised service to a customerand it is probable that thecompanywill collect theconsideration to which itwill beentitled in exchangefortheservices.

Interest Income

Interest income is generally recognized on a time proportion basis by considering the outstanding amount and effective interest rate.

For all financial instruments measured at amortized cost, interest income is recorded using effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life ofthefinancial instruments or a shorter period, where appropriate, to the net carrying amount ofthefinancial asset. When calculating the effective interest rate, thecompany estimates theexpected cash flows by considering all the contractual terms ofthefinancial instrument. Interest income is included in other income in the statement of profit and loss.

Other Income

Other Income is recognized when right to receive is established.

1.17Borrowing Costs

Borrowing cost comprises ofinterest and othercosts incurred in connection with the borrowing ofthefunds. All borrowing costs are recognized in the Statement of Profit and Loss using the effective interest rate method except to the extent attributable to qualifying asset which are capitalized to the cost of the related assets. A qualifying asset is an asset, that necessarily takes a substantial period oftime to get ready for its intended use or sale. Borrowing cost also includes exchange differences to the extent considered as an adjustment to the borrowing costs.

1.18incomeTax

Income tax expense representing the sum of current tax expenses and the net charge of the deferred taxes is recognized in the statementofprofit & loss except totheextent that it relates to items recognized directly in equityorother comprehensive income.

Current income tax is provided on the taxable income and recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Taxable Income differs from ''profit before tax''as reported in the statement ofprofit and loss because of items of income or expense taxable on the basis different than that considered for recognition in the accounts and also due to the items that are taxable or deductible in other years and items that are never taxable or deductible.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized forall taxable temporary differences. Deferred tax assets are generally recognized forall deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end ofthe reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilised.

1.19Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.

For the purpose ofcalculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

1.20Use of Estimates and management judgements

The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management of the company to makejudgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets, liabilities and related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet date.

The estimates and management''s judgments are based on previous experience and other factors considered reasonable and prudent in the circumstances. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.

The areas involving critical judgement are as follows:

i) Useful lives of property plant and equipment / intangible assets

Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on theCompany''s historical experience with similarassets and take into accountanticipated technological changes. Thedepreciation/amortisation forfuture periods is revised ifthereare significant changesfrom previous estimates.

ii) Provisions and contingencies

The assessments undertaken in recognizing provisions and contingencies have been made in accordance with Ind AS 37, ''Provisions, Contingent Liabilities and Contingent Assets''. The evaluation of the likelihood of the contingent events has required bestjudgment by management regarding the probability ofexposure to potential loss. The timing of recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be subject to change.

iii) Post-employment benefit plans

Employee benefitobligationsare measuredon thebasisofactuarial assumptionswhich includemortalityand withdrawal rates as well as assumptions concerning future developments in discount rates, the rate ofsalary increases and the inflation rate. The Company considers that the assumptions used to measure its obligations are appropriate.

iv) IncomeTaxes

The Company''s taxjurisdiction is India. Significantjudgements are involved in estimating budgeted profitsfor the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

Deferred tax assets are recognised for unused tax losses and unused tax credit to the extent that it is probable that taxable profitwould beavailableagainst which the lossescould be utilised. Significant managementjudgment is required to determine theamountofdeferred taxassets that can be recognised, based upon the likelytiming and the level offuture taxable profits together with future tax planning strategies.

v) Fairvalue measurements and valuation processes

Someofthe Company''s assets and liabilities are measured atfairvalueforfinancial reporting purposes. In estimating thefair value ofan asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third partyvaluers, where required, to perform thevaluation. Information aboutthe valuation techniques and inputs used in determining thefairvalueofvarious assets and liabilities are disclosed in the notes to the financial statements.

E Company hasgiven Corporate Guaranteeof ? 67₍000.00lakhs (AsatMarch31₍2023 ? 67₍000 Lakhs)tothe lendersofSubsidiariesand Associatesforthe Financial Assistance availed bythem.

F During the FY 2020-21(Company has converted Unquoted Unsecured Optionally Convertible Debentures in MahakaleshwarTollways Pvt Ltd carried atfairvaluethrough Profit & Loss into loan. Same is pending for approval of lender.

G Kurukshetra Expressway Pvt. Ltd. (KEPL) an associate of the Company has terminated the Concession agreement with NHAI in the financial year 2021-22 pursuant to which the project has been transferred to NHAI.

In this regard( KEPL has filed claims aggregating ? 4(76(641 lakhs in respect of termination payment and other losses in terms of Concession agreement which are at different stages ofproceedingswith Learned Arbitral Tribunal and Hon''ble Delhi High Court.

H MahakaleshwarTollways Pvt Ltd. (MTPL) an associate ofthe Company has received a Notice dated January27( 2022 from M.P. Road Development Corporation Ltd ("MPRDC''X for Termination of Concession Agreement entered into between MTPL and MPRDC. As per the said Notice( MPRDC is deemed to have taken possession and control of Project.

Further more( MTPL has also issued Termination Notice to MPRDC on account ofMPRDC default and filed statement ofclaims of? 214(916 lakhs including Termination paymentand otherdamages. MTPL has filed "Arbitration Petition" beforethe Madhya Pradesh Arbitration Tribunal - Bhopal under Madhya Pradesh Madhyastham Adhikaran Adhiniyam( 1983 for Claims including Termination payment.

I In case of subsidiary company( SolapurTollways Private Limited (STPL) National Highway Authority of India (NHAI) has suspended the Rights of Toll Collection ofthe Concessionaire (STPL) pursuantto relevant clauses ofthe Concession Agreement (CA) without prejudice to their rights and remedies underCAwith effectfrom January 12(2023. The Projectwas taken over on "As iswhere is Basis" fora period of180days i.e.till July 11(2023. Further based on request ofSenior Lenders and Concessionaire for extension of suspension period( NHAI has approved the extension of Suspension period upto May 6( 2024. Further Orders from NHAI are awaited. SolapurTollways Pvt. Ltd. (STPL) has received an email noticefrom Union BankofIndia( Lead bankerfrom the Consortium ofSenior Lenders /Bankers on February 02 2024( regarding a petitionfiled undersection7 ofInsolvencyand BankruptcyCode(2016(''IBC'') beforethe Hon''ble National Company Law Tribunal - Kolkata Bench (NCLT-Kolkata)( alleging default in payment ofdues and seeking initiation ofCorporate Insolvency Resolution Process (CIRP) againstSTPL.

Similar petition by Srei Equipment Finance Limited( who has provided Sponsor debt under the Sponsor Support Undertaking to the Senior Lenders is pending before NCLT-Kolkata( citing default in payment oftheir dues.

Management is taking necessary steps to address these matters. In view ofthe Managementthe Investments and Receivable ofthe Companyfrom STPLas recognized in the financial statements are reasonable and holds good for recovery.

J In case of Subsidiary Company Guruvayoor Infrastructure Pvt. Ltd. (GIPL)( preliminary Termination Notice has been received from National Highway Authority of India (NHAI)dated April 13( 2023 for curing ofalleged eventofdefaults^gainstwhichGIPLhasfiled anapplicationto the Learned Arbitral Tribunal( which hasthrough its interim orderdated April 21(2023 statedthat NHAI will nottake any precipitative action pursuant tothe preliminarytermination noticetillthe disposal ofthe applicationwhich is still pending adjudication.

Also( The Officers ofthe Directorate of Enforcement conducted search proceedings u/s 17(1 -A) ofthe Prevention of Money Laundering Act 2002 (PMLA) at the Office Premises ofGuruvayoor Infrastructure Pvt. Ltd. (GIPL). The Officers ofthe Directorate ofEnforcement have passed an orderagainstGIPL(to freezethe movable properties (including Bankbalanceandfixed deposits)tothetune of? 12(521.42 lakhs.

K During the FY 2023-24( Company has converted Unquoted Unsecured Optionally Convertible Debentures in SolapurTollways Private Limited into Short Term Unsecured Loan.

32 FINANCIAL INSTRUMENT RELATED DISCLOSURES i) Capital Management

The primary objectiveofcompany''s capital management is tosupport its road projects (SPVs) and provideadequate capital to its businessforgrowth and creation of sustainable stakeholder value. The company''s capital comprises of share capital and retained earnings attributable to equity shareholders. The company manages its capital structure in light ofchanges in the economic and regulatoryenvironment and the requirements of the financial covenants.

Thecompanymanages its capital structureand makes adjustments in lightofchanges in economicconditions and requirementoffinancial covenants. Breaches in meeting the financial covenants would permit the lenders to call loans and borrowings or charge some penal interest. The Company, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. In order to maintain or adjustthe capital structure, theCompanymayadjust thedividend payments to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.The Company includes within netdebt, loans and borrowings, less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2024 and year ended March 31,2023.

iii) Financial RiskManagement

The company''s principal financial liabilities comprises ofborrowingsand other payables.The main purpose ofthesefinancial liabilities istofinancethe company''soperations. The company''s principal financial assets include investments in equityand debt instruments, loans (advances to related parties)₍trade and other receivables, and cash and short-term depositsthatderivedirectlyfrom itsoperations.Thecompany is exposed tothefollowing risksfrom its use offinancial instruments:- Credit risk- Liquidity risk- Interest rate risk

The company''s board of directors has the overall responsibility for the establishment and oversight of the company''s risk management framework. This note presents informationaboutthe risks associated with its financial instruments,thecompany''s objectives, policies and processesformeasuring and managing risk, and thecompany''s management ofcapital.

Credit Risk

The Company is exposed to credit riskas a result ofthe riskofcounterparties defaulting on theirobligations. The Company''s exposure to credit riskprimarily relates to cash and cash equivalent, investments in equity and debt instruments, loans & other financial assets and accounts receivable.

The Company monitors and limits its exposure to credit riskon a continuous basis. Credit Riskon cash and cash equivalents is limited as the Company generally invest in deposits with nationalized banks. Investments in equity and debt securities consist of investment in subsidiaries/associates. Loans are primarily provided to subsidiaries/associates and are in the nature ofshort-term as the same is repayable on demand.

The Company''s credit riskassociated with accounts receivable is managed through periodical review ofthefinancial reliability of its customers,taking into accountthe financial condition, current economictrends and analysis ofhistorical bad debts and ageing ofaccounts receivables.

33 TheCompanydid not haveanytrasactionswithCompanies struckoffundersection 248 ofCompaniesAct₍2013orsection 560ofCompaniesAct₍1956duringtheCurrent and Previous Financial Year.

34 Additional Regulatory information required by schedule III tothe Companies Act(2013

i. TheCompanydo not haveany Benami property(Whereany proceeding has been initiated or pending againsttheCompanyfor holding anyBenami property under the Benami Transaction Prohibition Act( 1988 (45 of 1988) and Rules made thereunder.

ii. The Company has not been declared willful defaulter byany bankorfinancial institution oranyother lender.

iii. The Company have nottraded or invested in Crypto currencyor Virtual Currencyduring thefinancial year.

iv. Utilisation of borrowed funds and share premium

I. The Company have notadvanced or loaned or investedfundsto anyother person orentity( includingforeign entities (Intermediaries)withthe understanding thatthe Intermediary shall:

a. directlyor indirectlylendorinvestin otherpersons orentities identified in anymannerwhatsoeverbyoron behalfoftheCompany(Ultimate Beneficiaries); or

b. provideanyguarantee(securityorthe liketo or on behalfofthe Ultimate Beneficiaries.

II. The Company have not received anyfund from any person orentity( includingforeign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directlyor indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfofthe Funding Party (Ultimate Beneficiaries);or

b. provideanyguarantee(securityorthe likeon behalfofthe Ultimate Beneficiaries.

v. TheCompanydoes not have anytransactionwhich is not recorded inthe books ofaccountsthat has been surrendered ordisclosed as incomeduringtheyear inthe taxassessments underthe IncomeTaxActJ961 (suchas^earch orsurveyoranyother relevantprovisionsofthe IncomeTaxActJ961).

vi. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act( 2013 read with Companies(Restriction ofnumber of layers) Rules( 2017.

35 Thesefinancial statements has been approved and adopted by Board ofDirectors ofthe Company intheir meeting dated May23( 2024for issueto the shareholdersfor theiradoption.

As perour report ofeven date

For S S Kothari Mehta&Co. LLP For and On behalfofthe Board of Directors

Chartered Accountants

Firm Registration No. 000756N/N500441

Rana Sen Santanu Ray Bajrang K Choudhary

Partner Director Managing Director

Membership No.066759 DIN: 00642736 DIN: 00441872

Place: Kolkata Ankita Rathi Arindam Bhowmick

Date: May 23( 2024 Company Secretary Chief Financial Officer

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Mar 31, 2023

NON - CURRENT INVESTMENTS

Company has given Corporate Guarantee of ?67,000.00 lakhs (As at March 31,2022 ? 1,07,500.00 Lakhs)tothe lenders of Subsidiaries and Associatesforthe Financial Assistance availed bythem.

During the FY 2020-21,Company hasconverted Unquoted Unsecured OptionallyConvertible Debentures in MahakaleshwarTollways Pvt Ltd carried atfairvaluethrough Profit & Loss into loan. Same is pending forapproval of lender.

Kurukshetra Expressway Pvt. Ltd. (KEPL), an associate ofthe Company, has issued notice fortermination ofConcession agreementto NHAI on October 7,2021 citing Kisan Andolan being agitation

and protest held byfarmers and other unions, as force majeure event in terms ofConcession agreement. As a result ofthe above Protest, toll collections of KEPLgotaffected significantly. During theyearended March 31,2022,the project has beentransferredto NHAI.The Company has recognised impairmentof''2610.41 lakhs in its Equity investments in KEPL during theyear ended March 31,2022.In this regard, KEPL has filed a claim of? 1,34,753.13 lakhswith NHAItowardstermination paymentin termsofConcession agreement and also has otherclaims against NHAI,which are at different stages of proceedings and will continue to be legitimate even aftertermination ofthe Concession Agreement.Management is positive ofthe outcome and hopeful that investment and receivables ofthe Company from KEPL holdsgoodfor recovery.

^H MahakaleshwarTollways Pvt Ltd. (MTPL) an associate ofthe Company has received a Notice dated January 27,2022 from M.P. Road Development Corporation Ltd ("MPRDC"), for Termination of Concession Agreemententered into between MTPL and MPRDC. As perthe said Notice, MPRDC is deemed to havetaken possession and control of Project.MTPL hasfiled a writ petition before the Hon''ble High CourtofMadhya Pradesh,seeking appropriate reliefforthe said actions ofMPRDC. Further more, MTPL has alsoissuedTermination Noticeto MPRDCon accountofMPRDC defaultand filed statement ofclaims of ? 214,916 lakhs including Termination payment and damages on account of premature termination leading to loss of revenue forthe balance period. Management is positive ofthe outcome and hopefulthat Investmentand receivablesofthe Companyfrom MTPL holds good for recovery.

^I NHAI videtheir letter datedJanuary 12,2023toSolapurTollways Private Limited (STPL),awhollyowned subsidiaryofthe Company, has suspendedthe Concessionaire''s rightofSTPL and hastaken overthe projecton"Asiswhere is Basis" w.e.f.January 12,2023 for a period of180daystillJuly 11,2023,without prejudicetothe other rightsand remedies ofSTPL underthe Concession Agreement. Thetoll revenue collected duringthe above period shall be deposited inthe designated escrow accountand to be utilised forthe completion ofthe balanceworkand recovery ofdues by NHAI.The Company has considered the above development and accordingly recognised Fair Value Loss of? 3,670.35 lakhs in its investment in Debentures (OCPID) of STPL based on valuation report of a registered valuerduringtheyearended March 31,2023.

Non-current Assets are classified as''held forsale''when all thefollowing criteria are met: (i)decision has been madeto sell, (ii) all the assets are available for immediate sale in its present condition, (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date. Subsequently,such non currentassets classified as''heldforsale''are measured atthe lowerof its carryingvalueand Fairvalue.

The Company had executed a Securities Purchase Agreement (SPA) dated April 1,2021 and related transaction documents, with a purchaser for sale of the entirety of the Company''s shareholding in Ghaziabad Aligarh Expressway Private Limited (GAEPL). GAEPL is an associate oftheCompany.The said saletransactionwas consummated on May 26,2022.

Accordingly, it is disclosed as Non-Current Assets held for sale and the impact ofthe same has been disclosed under exceptional items for the year ended March 31,2022 (Refer note 28).

(d) Pursuant to Initial Public Offering (IPO), the Company had issued 29,300,000 equity shares of ? 10 each at a premium of? 195/- per share in financial year 2017-18.

(e) During financial year2016-17,theCompany had issued 18,000,000equityshares of? 10each at paron right basis and 26,650,000equityshares of? 10each ata premium of? 195/- pershare on private placement basis.

The Company has neither issued bonus shares nor bought back any equity shares nor has allotted any equity shares as fully paid up without payment being received in cash during fiveyears immediately preceding current reporting period.

(f) The rights, preferences and restrictions attached to each class of equity shares are as under:

TheCompanyhas onlyoneclassofequityshares having a parvalueof ? 10pershare. Each holderofequityshares is entitled to onevote pershare. Dividend when declared is payable in Indian Rupees. The dividend proposed bythe Board ofDirectors is subject to the approval ofthe shareholders in the ensuing Annual General Meeting. In the event of liquidation ofthe company, the holders of equity shares will be entitled to receive remaining assets ofthe company, after distribution of all preferential amounts. The distributionwill be in proportionto the numberofequityshares held bythe shareholders.

Term loan is secured bywayoffirst pari passu charge byway ofhypothecation ofthe entire moveablefixed assets, immovable assets ofthe company(both presentand future), entirecurrent assets including but not limited to bookdebts,operating cashflows, receivables,loansand advances,deposits, commissions,investments, revenueofwhatsoever nature and wherever arising, entire long term loans and advances and non-current investments (both present and future), pledge ofall unencumbered equity shares to the extent permitted by relevant Government bodies and authorities under applicable laws and as permitted by existing lenders of respective investee companies wherever applicable and exclusive charge byway ofhypothecation ofthe DSRA (if any). Interestto be compunded quarterly @ 12% (fixed) and payable atthe end ofloan tenure i.e 5 years from the date ofinitial disbursement.

*The Company had received an amount of''7000 lakhsfrom IL&FSGroup-IL&FS Financial Services Ltd. (IL&FS) in the financial year 2016-17. The Companyalso has a receivable of? 11,419 lakhs (recognised at 11,250 lakhs)from IL&FS Group - IL&FS Transportation Networks Limited (ITNL), hencethe Company has initiated appropriate measuresfor set off of this payable and recovery ofthe balance amount.

As per NCLAT order,these companies have been classified under IL&FSGroup.

The Company, as such, has put on hold the interest and Principal payment since September 30,2018. The Company has not provided interest from July 01,2019 onwards, pending the settlement ofdispute. An application has been filed against the Company by IL & FS before the Hon''ble National Company LawTribunal, Kolkata claiming their dues which is yet not admitted.

Term loan is secured by way offirst pari passu charge by way of hypothecation ofthe entire movable fixed assets (both present and future), entire current assets including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, commissions, investments, revenue ofwhatsoever nature and wherever arising, both present and future, long term loans and advances and non-current investments (both present and future) and demand promissory note covering the principal, interest and all otheramounts. Interest is payable quarterly in arrears @ 12.75% (fixed) per annum. No charge/security has been created.

30 OTHER DISCLOSURES

30.1 Defined Benefit Plans/Long Term Compensated Absences:

Defined Contribution Plans:

The Company provides Provident Fund benefit to all employees. Under this scheme fixed contribution is made to the Regional Provident Fund Commissioner.TheCompany has no legal and constructiveobligation to payfurther contributions ifthefund does not hold sufficient assets to pay employee benefits.

Defined Benefit Plans:

The Employees''Gratuity scheme, Leave benefit scheme, and Sick Leave availment scheme are the Company''s defined benefit plans. The presentvalue ofdefined obligation and related current cost are measured using the Projected UnitCredit Method with actuarial valuation being carried out at Balance Sheet date.

IX Other disclosures:

Basis ofestimates ofRate ofescalation in salary:

a) The estimates ofrate ofescalation in salary₍considered in actuarial valuation₍take into account inflation, seniority, promotion and other relevantfactors including supplyand demand inthe employment market. The above information is certified bythe actuary.

b) TheGratuityand Leave Encashment have been recognized under"Salaries,wages, bonus and allowances" under Note No.24.The remeasurementofthe netdefined benefit liabilityare included in OtherComprehensive Income.

c) The expected contributionfordefined benefit planforthe nextfinancial year is notavailableand hence notdisclosed.

30.3 Segment Reporting

The Companyis primarilyengaged inasingle businesssegment ofown, build(develop,design,operate(transferroad and related services. All theactivities ofthe Company revolve around the main business. As such there are no separate reportable segments as per requirements of Indian Accounting Standard (Ind AS-108) on operating segment. Further, the Company operates only in India, hence additional information under geographical segments is also not applicable. The Managing Director ofthe Company has been identifiedastheChiefOperating Decision Maker (CODM).TheChiefOperating Decision Makeralso monitorstheoperating results asonesinglesegment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than those alreadyprovided inthefinancial statements.

30.5 The Company is presentlyengaged in the business ofdesigning, building, operating, maintaining and carrying out all other activities pertainingto road projects. As per the guidelines of respective Government Authority and the requirements ofthe Concession Agreements, such road projects are required to be implemented under the Built,Operate&Transfer(BOT) model bycreating Special Purpose Vehicles (SPVs) sothat afterthe concession period,theSPVcan be transferred tothe respectiveauthority on an "as iswhere is basis". The Company has,therefore, invested in various road projects undertheaforesaid SPV model.

These investments have been made on a longterm basiswith an objective to earn returns and capital appreciation afterthe commencement ofcommercial operations ofthe respective Projects. The Company hastreatedthese investments in SPVs as "Qualifying Asset". As per Indian Accounting Standard (Ind AS) 23 on''Borrowings Costs'' and in accordance with the accounting concept of''Matching costs and revenues'',the Company has capitalised borrowing cost incurred on funds borrowed exclusively for investments in theSPVsas part ofthe cost ofinvestments.

Total borrowing cost capitalized to Non current Investmentas at March 31,2023 amounts to Rs.7,743.82 Lakhs. (As at March 31,2022 Rs. 16,078.86 Lakhs).

30.6 In the Capacity of Lessee

The Company haselected notto recognise right-of-useassets and lease liabilities for short-term leases that havealeaseterm of12 monthsorless.The Company recognises the lease payments associatedwiththese leases as an expense on a straight-line basis overthe leaseterm. As at March 31,2023 and March 31,2022there were no lease arrangements for a period of more than 12 months.

30.7Contingent liabilities & Commitments

There are no Contingent Liabilities and Capital commitments as at March 31,2023 (As at March 31,2022 Nil)

32 FINANCIAL INSTRUMENTRELATED DISCLOSURES

i) CapitalManagement

The primary objective ofcompany''s capital management is to support its road projects (SPVs) and provide adequate capital to its business for growth and creation ofsustainable stakeholdervalue.Thecompany''scapital comprises ofshare capital and retained earnings attributable to equityshareholders.Thecompanymanages its capital structure in light ofchanges inthe economicand regulatoryenvironmentandthe requirements ofthefinancial covenants.

Thecompany manages its capital structure and makes adjustments in light ofchanges in economicconditionsand requirement offinancial covenants. Breaches in meeting thefinancial covenants would permit the lenders to call loans and borrowings orcharge some penal interest. TheCompany₍amongst otherthings₍aimsto ensurethat it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. In order to maintain or adjust the capital structure( the Company may adjust the dividend payments to shareholder return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio( which is net debt divided by total capital plus net debt. The Company includes within net debt( loans and borrowings( less cash and cash equivalents.

There have been no transfers between Level 1, Level 2 and Level 3fortheyears ended March 31₍2023 and March 31₍2022.

B. Measurement of fair values

Thetable shown above analyses financial instruments carried atfairvalue, by valuation method. The different levels have been defined below:

- Level 1:quoted prices (unadjusted) in active marketsfor identical assets or liabilities

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

- Level 3: inputsforthe asset or liabilitythat are not based on observable market data (unobservable inputs).

C. Valuation techniques

The following methods and assumptions were used to estimate the fair values

1) Thefairvalue oftrade receivables,trade payables, current loans, current borrowing and other currentfinancial assets and liabilities is considered to be equal to the carrying amounts ofthese items due to their short term nature.

2) Thefairvalue ofNon-current investments (excluding investment measured at cost/amortized cost) is based on report of a registeredvaluer.Thesevaluation is based on the assumptions and estimates considered appropriate bythe management.

3) Non current Borrowings and other non currentfinancial liabilities have been contracted atfixed rate ofinterest and accounted foraccordingly. Fairvalue ofthese approximatestheir carrying value.

4) FairValue oflnvestments in mutual fundsand Bondsare measured at quoted market price at the reporting date multiplied by quantity held.

iii) Financial RiskManagement

The company''s principal financial liabilities comprises ofborrowingsand otherpayables.The main purpose ofthesefinancial liabilities istofinancethe company''soperations. The company''s principal financial assets include investments in equityand debt instruments, loans (advances to related parties), trade and other receivables, and cash and short-term depositsthatderive directlyfrom its operations.The company is exposed tothefollowing risksfrom its useoffinancial instruments:- Credit risk- Liquidity risk- Interest rate risk

The company''s board of directors has the overall responsibility for the establishment and oversight of the company''s risk management framework. This note presents information aboutthe risks associated with itsfinancial instruments,thecompany''s objectives, policies and processesformeasuring and managing risk, and the company''s management ofcapital.

Credit Risk

The Company is exposed to credit riskas a result ofthe riskofcounterparties defaulting on theirobligations. The Company''s exposure to credit riskprimarily relates to cash and cash equivalent, investments in equityand debt instruments, loans&otherfinancial assets and accounts receivable.

The Company monitors and limits its exposure to credit risk on a continuous basis. Credit Risk on cash and cash equivalents and other bank balances is limited as the Company generally invest in deposits with nationalized banks. Investments in equityand debt securities consist ofinvestment in subsidiaries/associates. Loans are primarily provided to subsidiaries/associates and are in the nature ofshort-term as the same is repayable on demand.

The Company''s credit riskassociated with accounts receivable is managed through periodical review ofthefinancial reliability of its customers,taking into accountthe financial condition,current economictrends and analysis ofhistorical bad debts and ageing ofaccounts receivables.

32 iii) Financial Instrument related disclosures (Contd...)

Liquidity risk

The company is exposed to liquidity risk related to its ability to fund its obligations as and when they become due. The company monitors and manages its liquidity risk to ensure accessto sufficientfunds to meetoperational and financial requirements.The company has accessto creditfacilities and monitors cash and bankbalances on a regular basis. In relationto the company''s liquidity risk, the company''s policy isto ensurethat itwill have sufficient liquidityto meet its liabilitieswhen due, under both normal and stressed conditions without incurring unacceptable losses.

33 The Company did not have any transactions with Companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the Financial Year.

34 Additional Regulatory information required by schedule III tothe Companies Act,2013

i. TheCompanydo not have any Benami property,where any proceeding has been initiated or pending againsttheCompanyfor holding anyBenami property under the Benami Transaction Prohibition Act, 1988 (45 of 1988) and Rules made thereunder.

ii. TheCompany has not been declared willful defaulter byany bankorfinancial institution oranyother lender.

iii. TheCompany have nottraded or invested in Crypto currencyorVirtual Currencyduring thefinancialyear.

iv. Utilisation ofborrowed funds and share premium

I. TheCompanyhave notadvanced or loaned or investedfundsto anyother person orentity, including foreign entities (Intermediaries)withthe understanding that the Intermediary shall:

a. directlyorindirectlylendorinvest in otherpersonsorentities identified in anymannerwhatsoeverbyoron behalfoftheCompany(Ultimate Beneficiaries); or

b. provide anyguarantee,securityorthe liketo oron behalfofthe Ultimate Beneficiaries.

II. The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfofthe Funding Party (Ultimate Beneficiaries);or

b. provide anyguarantee,securityorthe likeon behalfofthe Ultimate Beneficiaries.

v. The Company does not have anytransaction which is not recorded in the books ofaccounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

vi. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with Companies(Restriction ofnumber of layers) Rules, 2017.

35 Thesefinancial statements have been approved and adopted by Board ofDirectors oftheCompanyintheir meeting dated 25 May,2023for issuetothe shareholdersfor theiradoption.

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Mar 31, 2018

1. COMPANY OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

(A) Corporate Information

BRNL is domiciled and incorporated in India and its shares are quoted on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) w.e.f. 18th September, 2017. The Registered Office of the Company is at 5th Floor, ‘Vishwakarma Building, 86C, Topsia Road (South), Kolkata - 700 046.

The Company is presently engaged in the business of designing, building, operating, maintaining and carrying out all other activities pertaining to road projects. As per the guidelines of respective Government Authority and the requirements of the Concession Agreements, such road projects are required to be implemented under the Built, Operate & Transfer (BOT) model by creating Special Purpose Vehicles (SPVs) so that after the concession period, the SPV can be transferred to the respective authority on an “as is where is basis” The Company has, therefore, invested in various road projects under the aforesaid SPV model.

(B) i) Statement of Compliance

The Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 of the Companies Act, 2013 (“the Act”) with effect from April 1, 2017 and therefore Ind AS issued, notified and made effective till the financial statements are authorised have been considered for the purpose of preparation of these financial statements.

These are the Company’s first Ind AS Standalone Financial Statements and the date of transition to Ind AS as required has been considered to be April 1, 2016.

The financial statement upto the year ended March 31, 2017, were prepared as per the previous GAAP under the historical cost convention on accrual basis in accordance with the Generally Accepted Accounting Principles and Accounting Standards as prescribed under the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 then applicable to the Company Previous GAAP figures in the Financial Statements have now been restated in compliance to Ind AS.

In accordance with Ind AS 101- “First Time adoption of Indian Accounting Standards” the Company has presented within Note 30 a reconciliation of Shareholders’ equity as given earlier under previous GAAP and those considered in these accounts as per Ind AS as at March 31, 2017, and April 1, 2016 and also the Net Profit as per previous GAAP and that arrived including Other Comprehensive Income under Ind AS for the year ended March 31, 2017. The mandatory exceptions and optional exemptions availed by the Company on First-time adoption have been detailed in Note 1.22 of the financial statement.

ii) Recent Pronouncement

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company is evaluating the effect of this on the financial statements.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customer. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customer.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors.

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach).

The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ending or ended March 31, 2018 will not be retrospectively adjusted. The company is evaluating the effect on adoption of Ind AS 115.

^C Investment in Equity Shares and Optionally Convertible Debenture of Kurukshetra Expressway Pvt. Ltd. includes 13670530 units (March 31, 2017 : 13670530 units, April 1, 2016 : nil) and 87959400 units (March 31, 2017 : Nil, April 1, 2016 : Nil) respectively, which are in the process of transfer in the name of the Company as on March 31, 2018.

^D The Company has pledged its following investments in equity shares of various SPVs aggregating to RS.26,268.82 Lakhs (As at 31st March 2017: RS.26,385.01 Lakhs, As at April 1, 2016: RS.26,872.50 Lakhs), in favour of lenders for term loan facilities availed by respective SPVs :

^E Orissa Steel Expressway Pvt. Ltd. and Guruvayoor Infrastructure Pvt Ltd. cease to be associate and became subsidiary w.e.f. November 12, 2016 and March 28, 2018 respectively.

^F During the year, the Company has acquired further 24.99% stake in the equity shares of Guruvayoor Infrastructure Private Limited (GIPL) in addition to the 49% stake in the equity shares already held by the Company. Consequently GIPL became subsidiary of the Company w.e.f March 28, 2018 with 73.99% stake in its equity shares.

(d) Pursuant to Initial Public Offering (IPO), the Company has issued 2,93,00,000 equity shares of RS.10 each at a premium of RS.195/- per share in financial year 2017-18. The equity shares of the Company are listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), w.e.f. 18th September, 2017. The details of utilisation of IPO proceeds are as follows:

(e) IPO related expenses aggregating to RS.3,081.46 lakhs incurred upto March 31, 2018 has been adjusted against Securities Premium Account.

(f) During financial year 2016-17, the Company has issued 1,80,00,000 equity shares of RS.10 each at par on right basis and 2,66,50,000 equity shares of RS.10 each at a premium of RS.195/- per share on private placement basis, whereby outstanding equity shares of the Company as on March 31, 2017 increased to 5,46,50,000.

(g) The Company has neither issued bonus shares, bought back any equity shares nor has allotted any equity shares as fully paid up without payment being received in cash during five years immediately preceding March 31, 2018.

(h) The rights, preferences and restrictions attached to each class of equity shares are as under:

The Company has only one class of equity shares having a par value of RS.10 per share. Each holder of equity shares is entitled to one vote per share. Dividend when declared is payable in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(j) Further to Interim Dividend of 5% declared by the Board and paid in current reporting year; On May 29, 2018, the Board of Directors has recommended final dividend of Re. 0.50 (5%) per Equity Share of RS.10/- each for the financial year ended March 31, 2018, subject to approval of the shareholders at the ensuing Annual General Meeting.

Rupee term loans 1, 2,3 & 4 are secured by way of first charge on all cash flow & all moveable assets (both present & future), pledge (along with Power of Attorney) of entire shareholding of the Company held by Infrastructure Project Development Fund (IPDF) and Infrastructure Project Development Capital (IPDC) and demand promissory note covering the principal and interest repayment. Interest is payable quarterly, compounding on monthly rest @ SBR-4% per annum. All these loan facilities have been prepaid in full during financial year 2016-17.

Rupee term loans 5 and 6 are secured by way of first charge on all cash flow & all moveable assets (both present & future), pledge (along with Power of Attorney) of entire shareholding of the Company held by Infrastructure Project Development Capital (IPDC) and demand promissory note covering the principal and interest repayment. Interest is payable quarterly, compounding on monthly rest @ SBR-4% per annum. Loan facilities 5 and 6 have been prepaid in full during financial year 2016-17 and 2017-18 respectively.

Rupee term loan 7 is secured by way of first pari passu charge by way of hypothecation of the entire movable fixed assets (both present and future), entire current assets including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, commissions, investments, revenue of whatsoever nature and wherever arising, both present and future, long term loans and advances and non-current investments (both present and future) and demand promissory note covering the principal, interest and all other amounts. Interest is payable quarterly in arrears @ 12.75% (fixed) per annum.

Rupee term loan 8 is secured by way of first pari passu charge on all cash flows and all moveable assets of the Borrower (both present and future) by the way of hypothecation under the Deed of Hypothecation and Demand Promissory Note for the principal and the Interest payments/repayment and other monies in relation to the Loan facility. Interest to be compounded monthly and paid quarterly in arrears at the end of June, September, December and March of each year @ SBR-5.75% per annum.

Terms of repayment of Unsecured Current borrowing:

(i) Principal loan amount of RS.5,000.00 lakhs (As at March 31, 2017 : H 5000.00 lakhs) was repayable at the end of one year (i.e. December 14, 2017) from the date of disbursement, which remained unpaid as on March 31, 2018 alongwith due interest of RS.166.44 lakhs. The loan carries Interest @ 12.50% per annum payable quarterly.

(ii) Principal ICD amount of H Nil (As at March 31, 2017 : RS.300 lakhs) was repayable at the end of 6 months. Interest was payable on maturity @ 9% per annum. The lenders had right to recall the ICD amount in full or part.

(iii) Principal ICD amount of RS.1025.00 lakhs as at April 1, 2016 was repayable at the end of one year. The lenders have right to recall the facility in part or full. Interest was payable on maturity @ 9% p.a.

The Company has not received any memorandum (as required to be filed by suppliers with the notified authority under the Micro, Small and Medium Enterprise Development Act, 2006) claiming their status as micro, small or medium enterprise. Consequently, the amount paid / payable including interest to these parties during the year 2017-18, 2016-17 and 2015-16 is Nil.

3. OTHER DISCLOSURES

3.1 Defined Benefit Plans/Long Term Compensated Absences :

Defined Contribution Plans:

The Company provides Provident Fund benefit to all employees. Under this scheme fixed contribution is made to the Regional Provident Fund Commissioner. The Company has no legal and constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay employee benefits.

Defined Benefit Plans:

The Employees’ Gratuity scheme, Leave benefit scheme, and Sick Leave availment scheme are the Company’s defined benefit plans. The present value of defined obligation and related current cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at Balance Sheet date.

Method used for sensitivity analysis: The Sensitivity results above determine their individual impact on the Plan’s end of year Defined Benefit Obligation. In reality, the Plan is subject to multiple external experience items which may move the Defined Benefit Obligation in similar or opposite directions, while the Plan’s sensitivity to such changes can vary over time.

IX Other disclosures :

Basis of estimates of Rate of escalation in salary :

a) The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

b) The Gratuity and Leave Encashment have been recognised under “Salaries and allowances” under Note No.22. The remeasurement of the net defined benefit liability are included in Other Comprehensive Income.

c) The expected contribution for defined benefit plan for the next financial year is not available and hence not disclosed.

* During the Financial year 2017-18, 29300000 numbers of equity shares were issued on September 14, 2017 pursuant to Initial Public Offering (IPO).

During financial year 2016-17, the Company has issued 1,80,00,000 equity shares on right basis and 26,650,000 equity shares on private placement basis on October 28, 2016 and November 12, 2016 respectively. Weighted average number of equity shares has been calculated on a pro-rata basis for the purpose of earning per share.

4.1 Segment Reporting

The Company is primarily engaged in a single business segment of own, build, develop, design, operate, transfer road and related services. All the activities of the Company revolve around the main business. As such there are no separate reportable segments as per requirements of Accounting Standard (Ind AS- 108) on operating segment. Further, the Company operates only in India, hence additional information under geographical segments is also not applicable. The Managing Director of the Company has been identified as the Chief Operating Decision Maker (CODM). The Chief Operating Decision Maker also monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than those already provided in the financial statements.

Total revenue includes revenue from four of the external customers aggregating to RS.5849.86 lakhs (previous year: four of the external customers aggregating to RS.1472.15 lakhs).

4.2 The Company is presently engaged in the business of designing, building, operating, maintaining and carrying out all other activities pertaining to road projects. As per the guidelines of respective Government Authority and the requirements of the Concession Agreements, such road projects are required to be implemented under the Built, Operate & Transfer (BOT) model by creating Special Purpose Vehicles (SPVs) so that after the concession period, the SPV can be transferred to the respective authority on an “as is where is basis”. The Company has, therefore, invested in various road projects under the aforesaid SPV model.

These investments have been made on a long term basis with an objective to obtain return and capital appreciation after the commencement of commercial operations of the respective Project.

Based on a legal opinion, the Company has treated these investments as “Qualifying Asset”. As required by Indian Accounting Standard (Ind AS) 23 on ‘Borrowings Costs’, Indian Accounting Standard (Ind AS) 28 on ‘Investments in Associates’ and in accordance with the accounting concept of ‘Matching costs and revenues’, the Company has capitalised borrowing cost incurred on funds borrowed exclusively for investments in SPVs as part of the cost of investments.

Accordingly, as at March 31, 2018 total borrowing cost capitalised to Non current Investment amounts to RS.15,894.66 Lakhs including Rs.649.01 Lakhs for the year ended March 31, 2018 (RS.3,494.72 Lakhs for the year ended March 31, 2017).

*The Company had made an appeal against the assessment order u/s 143(3) for the financial year 2012-13. During the current financial year, the Company has received favourable order u/s 251 from Ld. CIT(A), whereby the demand raised earlier for an amount of RS.23.10 lakhs has been reversed.

* Mr. Sanjay Banka was CFO & Company Secretary of the Company. Upon appointment of Mr. Naresh Mathur as Company Secretary w.e.f December 17, 2017, Mr. Sanjay Banka ceases to be Company Secretary of the Company. However he continues as CFO of the Company.

(II) Summary of Transactions with Related Parties

The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms. Outstanding balances at the year end will be settled as per terms of the respective transactions.

The balance due disclosed above in respect of unsecured optionally convertible debenture/warrants are exclusive of borrowing cost capitalised.

5.1 The Company has contributed and expensed H 5.00 Lakhs (March 31, 2017 : Nil) against the total contributable amount of RS.1.23 Lakhs (31 March, 2017: Nil) for the year ended March 31, 2018 in accordance with section 135 of Companies Act, 2013 to trust/social organisation. The contributions have been made primarily towards Educational activities.

6. FINANCIAL INSTRUMENT RELATED DISCLOSURES

i) Capital Management

The primary objective of company’s capital management is to support its road projects (SPVs) and provide adequate capital to its business for growth and creation of sustainable stakeholder value. The company’s capital comprises of share capital and retained earnings attributable to equity shareholders. The company manages its capital structure in light of changes in the economic and regulatory environment and the requirements of the financial covenants.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and requirement of financial covenants. Breaches in meeting the financial covenants would permit the lenders to call loans and borrowings or charge some penal interest. The Company, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. In order to maintain or adjust the capital structure, the Company may adjust the dividend payments to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, loans and borrowings, less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2018 and March 31, 2017.

Pursuant to the Initial Public Offer (IPO) the Company has issued 29,300,000 equity shares of RS.10/- each at a premium of RS.195/- per share aggregating to RS.60,065.00 Lakhs in FY 2017-18.

During financial year 2016-17, the Company has issued 18,000,000 equity shares of RS.10/- each at par on right basis and 26,650,000 equity shares of RS.10/- each at a premium of RS.195/- per share on private placement basis aggregating to RS.56,432.50 Lakhs.

B. Measurement of fair values

The table shown above analyses financial instruments carried at fair value, by valuation method. The different levels have been defined below:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

C. Valuation techniques

The following methods and assumptions were used to estimate the fair values

1) Fair value of the cash and short term deposits, current loans and advances and other current financial liabilities, short term borrowing and other similar items approximate their carrying value largely due to short term maturities of these instruments.

2) Long-term receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual credit worthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

3) The fair value of unquoted instruments and long-term borrowings is estimated by discounting future cash flows using rates currently available for debt of similar terms, credit risk and remaining maturities.

iii) Financial Risk Management

The company’s principal financial liabilities comprises of borrowings and other payables. The main purpose of these financial liabilities is to finance the company’s operations. The company’s principal financial assets include investments in equity and debt instruments, loans (advances to related parties), trade and other receivables, and cash and short-term deposits that derive directly from its operations.

The company is exposed to the following risks from its use of financial instruments:

- Credit risk

- Liquidity risk

- Interest rate risk

The company’s board of directors has the overall responsibility for the establishment and oversight of the company’s risk management framework. This note presents information about the risks associated with its financial instruments, the company’s objectives, policies and processes for measuring and managing risk, and the company’s management of capital.

Credit Risk

The Company is exposed to credit risk as a result of the risk of counterparties defaulting on their obligations. The Company’s exposure to credit risk primarily relates to cash and cash equivalent, investments in equity and debt instruments, loans & other financial assets and accounts receivable.

The Company monitors and limits its exposure to credit risk on a continuous basis. Credit Risk on cash and cash equivalents is limited as the Company generally invest in deposits with nationalised banks. Investments in debt securities consist of investment in subsidiaries/ associates. Loans are primarily provided to subsidiaries/associates and are in the nature of short-term as the same is repayable on demand.

The Company’s credit risk associated with accounts receivable is managed through periodically review the financial reliability of its customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivables.

No significant changes in estimation techniques or assumptions were made during the reporting year.

Liquidity risk

The company is exposed to liquidity risk related to its ability to fund its obligations as and when they become due. The company monitors and manages its liquidity risk to ensure access to sufficient funds to meet operational and financial requirements. The company has access to credit facilities and monitors cash and bank balances on a regular basis. In relation to the company’s liquidity risk, the company’s policy is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses.

Interest rate risk

Interest rate risk is the risk that an upward movement in the interest rate would adversely effect the borrowing cost of the company. The company manages its interest rate risk by regular monitoring and taking necessary actions as are necessary to maintain an appropriate balance.

The exposure of the Company’s borrowings to interest rate changes at the end of the reporting period are as follows:

(v) Explanation of transition to Ind AS

a) Under previous GAAP, non-current investments in Optionally Convertible Debenture and Warrant were stated at cost. Under Ind AS, such investments have been measured at fair value through Profit or Loss (FVTPL), resulting in fair valuation loss arising of H Nil on April 1, 2016 and RS.68.95 lakhs as on March 31, 2017 and corresponding decrease in respective non-current investment.

b) Under previous GAAP, expenses incurred by the Company aggregating to RS.170.79 lakhs in connection of issue of share have been charged to statement of profit and loss for the year ended March 31, 2017. Under Ind AS, such expenses has been adjusted against Securities Premium Account.

c) Under previous GAAP, actuarial gains and losses related to the defined benefit schemes for gratuity and liabilities towards employee leave encashment were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability/asset which is recognised in OCI. Consequently, the tax effect of the same has also been recognised in OCI instead of profit or loss.

7. The financial statements were approved for issue by the Board of Directors and authorise for issue on May 29, 2018.

8. The figures of previous year have been regrouped / reclassified wherever necessary to conform to current year classification.

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Mar 31, 2017

A) The rights, preferences and restrictions attached to each class of Equity shares are as under:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. Dividend when declared is payable in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

During the year, the Company has issued 18,000,000 equity shares of Rs.10each at par on right basis and 26,650,000equityshares of f10 each at a premium of Rs.195/- per share on private placement basis, whereby outstanding equity shares of the Company increased to 54,650,000.

b) Details of each shareholder holding more than 5% shares :

* Expenses incurred by the Company aggregating to Rs.12,956,840/- in connection of issue of share have been adjusted towards the Securities Premium Reserve. These expenses consist of expenses directly attributable to the issue of shares and common cost for both issuance and listing of shares (such as legal counsel fee, auditor fee, merchant banker fee) based on the proportion of new shares proposed to be issued to the total number of (new and existing) shares proposed to be listed.

Nature of security for Secured borrowing:

Rupee term loans 1, 2 & 4 are secured by way of first charge on all cash flow & all moveable assets (both present & future), pledge (along with Power of Attorney) of entire shareholding of the Company held by Infrastructure Project Development Fund (IPDF) and Infrastructure Project Development Capital (IPDC) and demand promissory note covering the principal and interest repayment. Interest is payable quarterly, compounding on monthly rest @ SBR-4% per annum. All these loan facilities have been prepaid in full during the current reporting year.

Rupee term loans 3 is to be secured by way of first charge on all cash flow & all moveable assets (both present & future), pledge (along with Power of Attorney) of entire shareholding of the Company held by Infrastructure Project Development Fund (IPDF) and Infrastructure Project Development Capital (IPDC) and demand promissory note covering the principal and interest repayment. Interest is payable quarterly, compounding on monthly rest @ SBR-4% per annum. It has been prepaid in full during the current reporting year.

Rupee term loans 5&6are secured by way of first charge on all cash flow & all moveable assets (both present & future), pledge (along with Power of Attorney) of entire shareholding of the Company held by Infrastructure Project Development Capital (IPDC) and demand promissory note covering the principal and interest repayment. Interest is payable quarterly ,compounding on monthly rest @ SBR-4% per annum. Loan facilities 5 has been prepaid in full during the current reporting year.

Rupee term loan 7 is to be secured by way of first pari passu charge by way of hypothecation of the entire movable fixed assets (both present and future), entire current assets including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, commisions, investments, revenue of what so ever nature and wherever arising, both present and future, long term loans and advances and non-current investments (both present and future) and demand promissory note covering the principal, interest and all other amounts. Interest is payable quarterly in arrears @ 12.75% (fixed) per annum.

Terms of repayment of Secured Short -term borrowings:

(i) Principal loan amount of Rs.500,000,000 (As at 31st March 2016 : Rs. Nil) is repayable at the end of one year. Interest is payable quarterly @ 12.50% per annum.

(ii) Principal ICD amount of Rs. Nil (As at 31st March 2016: Rs. 102,500,000) is repayable at the end of one year. Interest is payable on maturity @ 9% per annum. The lenders have right to recall the ICD amount in full or part.

(iii) Principal ICD amount of Rs. 30,000,000 (As at 31st March 2016: Rs. Nil) is repayable at the end of6 months. Interest is payable on maturity @ 9% per annum. The lenders have right to recall the ICD amount in full or part.

1 OTHER DISCLOSURES

1.1 Disclosure pursuant to Accounting Standard (AS) 15:

Defined Contribution Plans:

The Company provides Provident Fund benefit to all employees. Under this scheme fixed contribution is made to the Regional Provident Fund Commissioner. The Company has no legal and constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay employee benefits. The Company has made contributions of Rs.1,522,622/- (31st March, 2016: Rs.1,108,140/-) to Regional Provident Fund Authority, which is recognised as expense in the Statement of Profit and Loss.

Defined Benefit Plans:

The Employees’ Gratuity scheme, Leave benefit scheme, and Sick Leave availment scheme are the Company’s defined benefit plans. The present value of defined obligation and related current cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at Balance Sheet date.

The following tables set out the details of amount recognized in the financial statements in respect of gratuity and leave benefits which is not funded:

I Other disclosures:

Basis of estimates of Rate of escalation in salary:

a) The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

b) The Gratuity and Leave Encashment have been recognised under” Salaries and allowances” under Note No.21

c) The expected contribution for defined benefit plan for the next financial year is not available and hence not disclosed

Under scrutiny assessment for the financial year 2012-13, Ld. DCIT had made disallowance u/s 14A and determined total income under normal provision of the Act at Rs. 69,14,530/- by his order u/s 143(3) as against returned income of Rs.13,22,710/-.

The Company has preferred an appeal to CIT (A) against the above order on the facts that the order u/s 143(3) is grossly unjustified, erroneous and unsustainable.

The amounts shown above represent the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of legal processes which have been invoked by the Company and therefore cannot be estimated accurately. The Company does not expect any reimbursement in respect of above contingent liabilities.

In the opinion of the management, no provision is considered necessary for the dispute mentioned above on the ground that there are fair chances of successful outcome of the appeal.

1.2 The Company has not received any memorandum (as required to be filed by suppliers with the notified authority under the Micro, Small and Medium Enterprise Development Act, 2006) claiming their status as on 31st March, 2017 as micro, small or medium enterprise. Consequently the amount paid / payable to these parties during the year is Nil (As at 31st March 2016: Nil).

1.3 Segment Reporting

The Company is primarily engaged in a single business segment of own, build, develop, design, operate, transfer road and related services. All the activities of the Company revolve around the main business. As such there are no separate reportable segments as per Accounting Standard -17 “Segment Reporting” notified by the Central Government under the Companies (Accounting Standards) Rules, 2006.

1.4 The Company is presently engaged in the business of designing, building, operating, maintaining and carrying out all other activities pertaining to road projects. As per the guidelines of respective Government Authority and the requirements of the Concession Agreements, such road projects are required to be implemented under the Built, Operate &Transfer(BOT) model by creating Special Purpose Vehicles (SPVs) so that after the concession period, the SPV can be transferred to the respective authority on an “as is where is basis”. The Company has, therefore, invested in various road projects under the aforesaid SPV model.

These investments have been made on a long term basis with an objective to obtain return and capital appreciation after the commencement of commercial operations of the respective Project.

Based on a legal opinion, the Company has treated these investments as “Qualifying Asset”. As required by Accounting Standard 16 on ‘Borrowings Costs’ Accounting Standard 13 on ‘Investments’ and in accordance with the accounting concept of’ Matching costs and revenues’ the Company has capitalised borrowing cost incurred on funds borrowed exclusively for investments in SPVs as part of the cost of investments.

Accordingly, borrowing cost has been capitalised to Non-Current Investments and Other Non-Current Assets for an amount of Rs.1,549,491,994/- including Rs.349,471,740/- for the year(As at 31st March 2016: Rs.120,00,20,254/- including Rs.46,64,01,238/- for that year) and Rs.Nil (As at 31st March 2016 : Rs.3,069,682/- including Rs.3,069,682/- for that year) respectively incurred on loans borrowed for acquisition of these investments.

1.5 Earnings / Expenses in Foreign Currency – Rs. Nil (Previous Year – Rs. Nil).

1.6 The previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current period financial statements and are to be read in relation to the amounts and other disclosures relating to the current reporting period.

As per our report annexed.