Notes to Accounts of Twamev Construction and Infrastructure Ltd.

Mar 31, 2025

h) Provisions (other than for employee benefits), Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement and are recognized when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources to settle the obligation and when a reliable
estimate of the amount of the obligation can be made.

Contingent Liabilities are disclosed only when there is a possible obligation arising from past events due to occurrence or
non-occurrence of one or more uncertain events not wholly within the control of the Company or where any present obligation
cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made. The
Company does not recognize a contingent liability but only makes disclosures for the same in the Financial Statements.

Contingent Assets where it is probable that future economic benefits will flow to the Company are not recognised but disclosed in
the financial statements.

i) Revenue Recognition

On Construction Contracts:

The companies recognizes revenue when the control of the goods and services is transferred to the customer as against the
transfer of risk and rewards. As per the Company''s current revenue recognition practices, transfer of control happens at the same
point as transfer of risk and rewards thus not effecting the revenue recognition. The amount of revenue recognised reflects the
consideration to which the company expects to be entitled in exchange for those goods or services. The Company has adopted
the modified transitional approach as permitted by the standard under which the comparative financial information is not restated.
The accounting changes required by the standard are not having material effect on the Company financial statements and no

transitional adjustment is recognised in retained earnings at April 1, 2018, though there would be additional disclosure requirements
for the company to comply with.

Contract modifications are accounted for when additions, deletions or changes are approved either to the scope or price or both.
Goods/services added that are not distinct are accounted for on a cumulative catch up basis. Goods / services those that are
distinct are accounted for prospectively as a separate contract, if the additional goods/services are priced at the standalone selling
price else as a termination of the existing contract and creation of a new contract . In cases where the additional work has been
approved but the corresponding change in price has not been determined, the recognition of revenue is made for an amount with
respect to which it is highly probable that a significant reversal will not occur. If the consideration promised in a contract includes a
variable amount, this amount is recognised only to the extent that it is highly probable that a significant reversal in the amount
recognised will not occur.

On Sale of Goods:

- In case of sale of goods, the transfer of property in goods results in the transfer of significant risks and rewards of ownership to
the buyer and revenue is recognized at the time of transfer of property. Sales are net of taxes, returns, trade discounts etc.

j) Recognition of dividend income and interest income
Dividends

Dividend income is recognised when the Company''s right to receive the payment is established, which is generally when
shareholders approve the dividend.

Interest income

For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest income
is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or
receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of
the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company
estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the
expected credit losses. Interest income is included in finance income in the Statement of Profit and Loss.

k) Arbitration Awards

Claims under arbitration are recognized in the financial statements when it becomes virtually certain that the economic benefits will flow to
the Company. Until such certainity is achieved, such claims are treated as contingent assets and disclosed in the notes.

l) Leases

Lease income from operating leases (excluding amount for services on maintenance, etc. and contingent rentals) where the
Company is a lessor is recognized in income on a straight-line basis over the lease term unless the receipts are structured to
increase in line with expected general inflation to compensate for the expected inflationary cost increases and another systematic
basis is more representative of the time pattern in which user''s benefit derived from the leased asset is diminished. Contingent
rent is recognized in the period when earned. The respective leased assets are included in the balance sheet according to the
nature of the asset.

m) Income tax

Income tax expense comprises of current and deferred tax. Current tax and deferred tax is recognized in the Statement of Profit
or Loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

i. Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, on
the basis of taxable profits computed for the current accounting period in accordance with the Income Tax Act, 1961, based on tax
rates and laws that are enacted or substantively enacted at the Balance Sheet date.

ii. Deferred tax

Deferred tax is recognised 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 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 liabilities and assets are reviewed at the end of each reporting period.

n) Borrowing costs

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. Borrowing costs directly
attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their
intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in
which they are incurred.

o) Foreign currencies transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting
date. All other foreign currency assets and liabilities are stated at the rates prevailing at the date of transaction other than those
covered by forward contracts, which are stated at the contracted rate. Exchange differences arising on settlement or translation of
monetary items are recognised in Statement of Profit and Loss.

p) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker ("CODM").

The board of directors of the Company, which has been identified as being the CODM, generally assesses the financial
performance and position of the Company and makes strategic decisions, however as per Approved Resolution Plan the power of
Board of Directors remain suspended and in its place the Monitoring Committee is empowered with the power.

q) Earnings per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period.

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.

r) Interest in Joint venture

In respect of its interest as joint venture the company recognise its interest in a joint venture as an investment and accounts for
the investment in accordance with Ind AS 28 “Investment in associates and joint ventures”.

17.2. Rights, Preferences and Restrictions attaching to Equity Shares

i) The Company has only one class of equity shares having a par value of I NR 11- (PY I NR 10/-) per share. Each holder of equity share
is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. There is no recommendation of
dividend on Equity shares for the Financial Year ended 31st March, 2025.

ii) 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, in the proportion to their shareholding.

17.6. During the previous FY 2023-24 as per the implementation of the Approved Resolution Plan and the NCLT order dated 1st May, 2023
read along with the corrigendum order dated 18th May, 2023, the following changes were made in the Equity Share Capital of the
company:

a. Cancellation of 99,19,032 equity shares held by the erstwhile promoters of the Company ;

b. Reduction in Face Value of 1,88,23,066 Equity Shares from '' 10/- to '' 1/- each;

c. Issue of 13,61,76,934 Equity Shares of Face Value '' 1/- each to the RA and its nominee on Preferential Allotment basis;

Refer Note 57

18.2. The description of the nature and purpose of each reserve within equity is as follows:

(a) Capital reserve: The Company had received '' 100 Lakhs against future call option of 7,14,285 Share warrants in the financial
year 2008-09. The call was not exercised by the applicants and as per the terms of the issue of warrant, the said amount was
forfeited and credited to capital reserve during the financial year 2008-09.

Further, during the previous financial year 2023-2024 due to cancellation of 99,19,032 equity shares and reduction in face value
of shares from '' 10/- per share to '' 1/- per share (Refer note 57), an amount of Rs. 3,803 Lakhs has been adjusted in Capital
Reserve.

(b) Capital redemption reserve: The Company had issued 1,40,000 10.5% cumulative preference share at par value of '' 10
each in the Financial Year ending on 31st March 2005 were redeemed at the option of the share holder during the financial
year ended on 31.03.2015. Accordingly '' 14 Lakh equivalent to the proceeds of redemption were transferred to capital
redemption reserve.

(c) Securities premium account: : Securities premium account represents the premium received on issue of shares over and
above the face value of equity shares. Further, during the previous financial year 2023-2024 due to cancellation of 99,19,032
equity shares, an amount of Rs. 1,117 Lakhs has been adjusted in Securities Premium account. The account is available for
utilisation in accordance with the provisions of the Companies Act, 2013.

(d) General Reserve: The Company has not transferred any amount to the reserves for the year ended 31st March, 2025.

(e) Retained earnings: This Reserve represents the cumulative profits of the Company. This Reserve can be utilized in
accordance with the provisions of the Companies Act, 2013.

(f) Other Comprehensive Income - Other Comprehensive Income (OCI) represent the balance in equity for items to be
accounted under OCI and comprises of the following:

i) Items that will not be reclassified to Profit and Loss - The Company recognizes the net obligation of a defined benefit
plan in its Balance Sheet as an asset or liability.This also includes actuarial gains and losses arising on defined benefit obligations
recognised in OCI.

ii) Items that will be reclassified to profit and loss - Income tax expense i.e Deferred tax liability to the extent that it relates to items
recognized directly in equity or other comprehensive income are considered here. This is reclassified to statement of Profit & Loss.

37. Segment Information

As per Ind AS 108- “Operating Segment’, segment information is not required to be provided as the Company is engaged only in
construction work and in no other segment.

38. The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of
the Act. Accordingly, disclosures under Section 186 of the Act is not applicable to the Company.

39. Contingent liabilities and commitments

39.1. As per the Approved Resolution Plan, contingent liabilities (which have/ may crystalize) prior to 24 February, 2020 (hereinafter
referred to as ''Effective Date'') stand extinguished. In terms of the aforesaid plan, the following matters also need the attention
of our stakeholders -

39.2. The counter-guarantees, also termed as ''corporate guarantees'', extended by the Company to Consortium Banks on behalf of its
subsidiaries, associates and joint ventures, stand extinguished and no further liability exists with respect to the same as at
31st March 2025.

39.3. In respect of the Bank Guarantees of the Company (formerly known asTantia Constructions Limited), only the active Bank Guarantees
as mentioned in the Approved Resolution Plan, against the ongoing projects, shall continue to remain active and have been taken over
by the Resolution Applicant. The liability under these Bank Guarantees amounted to Rs. 101.63 crores as mentioned in the Approved
Resolution plan. The Resolution Applicant / Corporate Debtor shall be liable to settle any claim arising as a result of invocation /
encashment of the Bank Guarantee(s). However, the Resolution Applicant / Corporate Debtor shall not be liable in case of any bank
guarantee invocation arising because of the relevant bank(s) refusal for extension of such Active Bank Guarantee(s) or the invocation
has happened due to a delay in the execution of the project. As on March 31, 2025, out of the above, Bank Guarantees amounting to
Rs. 538.90 Lakhs (PY Rs. 6,781 Lakhs) stand extinguished by way of discharge of client obligations and only Bank Guarantees
amounting to Rs. 3,093.25 Lakhs (PY Rs. 3,382 lakhs) remain active.

Bank Guarantees amounting to NIL (PY Rs. 261 lakhs) have been issued by Banks to the Company since 24th February, 2024 and an
identical amount has been retained by the issuing banks as Margin Money against the said Bank Guarantees.

39.4. Furthermore, the Approved Resolution Plan, among other matters, provides that except to the extent of the amount payable to
the relevant Financial and/ or Operational Creditors in accordance with the Approved Resolution Plan, all liabilities of the
Company relating in any manner to the period prior to the CIRP commencement date, i.e., 13th day of March 2019,
immediately, irrevocably and unconditionally, stand fully and finally discharged and settled, there being no further claims
whatsoever, and all the rights of the Financial and/or Operational Creditors to invoke or enforce the same stands waived off. It
is provided that any and all legal proceedings initiated before any forum, by or on behalf of any Financial and/or Operational
Creditor (including Statutory Authorities), to enforce any rights or claims against the Company also stands extinguished.
Further, in terms of the Approved Resolution Plan, no Statutory/ Governmental Authority has any right or claim against the
Company, in respect of the period prior to the CIRP commencement date and/or in respect of the amounts written off, and all
legal proceedings initiated before any forum by or on behalf of any Financial and/or Operational Creditor (including
Governmental Authorities) or any Other Creditors to enforce any rights or claims against the Company will immediately,
irrevocably and unconditionally stand withdrawn, settled and/or extinguished.

The Approved Resolution Plan provides for extinguishment of all liabilities of the Company owed to Financial and/or
Operational Creditors, as of the Insolvency Commencement Date i.e. 13th day of March, 2019 against settlement of amount
given under the resolution plan. The implementation of the Approved Resolution Plan, however, does not have any such similar
effect over claims or receivables owed to the Company. Accordingly, the Company has concluded that any receivables due to
the Company, evaluated based on merits of underlying litigations, from various governmental agencies continue to subsist.

39.5. Disputed claims contested by the Company with Goods and Service Tax Authorities amounts to INR 181 Lakhs. In terms of the Resolution
Plan, the demand cannot be claimed against the company.

In respect of the above contingent liabilities, it is not practicable for the Company to estimate the timings of cash outflows, if any,
pending resolution of the respective proceedings. The company does not expect any reimbursement in respect of the above.

Contribution to Gratuity

The Company''s gratuity benefit scheme for its employees in India is a defined benefit plan (unfunded).

Generally the present value of obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as on
year end which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The Company''s gratuity expense is recognized under the head - “Employee
Benefit Expense”. The liability or asset recognized in the Balance Sheet in respect of defined benefit plans is the present value of the
defined benefit obligation at the end of the reporting period less than the fair value of plan assets. The company''s net obligation in respect
of defined plans is calculated seperately for each plan by estimating the amount of future benefit that employees have earned in the current
and prior periods. The defined benefit obligation is calculated annually by Actuaries using the projected unit credit method.

The liability recognized for defined benefit plans 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 net interest cost is calculated by
applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. The benefits are discounted using
the government securities (G-Sec) at the end of the reporting period that have terms approximating to the terms of related obligation.

Remeasurements of the net defined benefit obligation, which comprise actuarial gains and losses, the return on plan assets (excluding interest)
and the effect of the asset ceiling, are recognized in other comprehensive income. Remeasurement recognized in other comprehensive
income is reflected immediately in retained earnings and will not be reclassified to the statement of profit and loss.

These defined benefit plans expose the Company to actuarial risks, such as interest rate risk, liquidity risk, salary escalation risk and regulatory risk.
Inherent risk

The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risk pertaining to the plan. In
particular, this exposes the Company, to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return
on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the
benefits are lump sum in nature, the plan is not subject to longevity risk.

Terms and conditions of transactions with related parties

The purchases from related party are made in the ordinary course of business and on terms equivalent to those that prevail in arm''s
length transactions. Outstanding balances at the year-end are unsecured.

*The compensation paid to KMP is entirely towards Short-term employee benefits.

Any post-employment benefits and other long-term benefits shall be disclosed based on actual payment made including those on retirement
/ resignation of services, and this does not include provision made on actuarial basis as the same is available for all employees together.

42a.During the pendency and implementation of the approved Resolution Plan, Punjab National Bank, State Bank of India and Indian
Overseas Bank had sent separate letters to the Company show causing identification of the account of the Company as "Wilful
Defaulter" under the Reserve Bank of India''s guidelines, with State Bank of India also referring the matter to the Central Bureau
of Investigation. The Succesful Resolution Applicant had filed an application before the hon''ble National Company Law Tribunal,
Kolkata Bench, challenging the issue of such Show Cause Notices after the approval of the Resolution Plan and to drop the
proceedings of "Wilful Defaulter" against the Company.

Since the issue of the Show Cause Notices was in contravention to the provisions of Section 32A of the Insolvency and
Bankruptcy Code, 2016, Punjab National Bank had admitted the same before the Hon''ble Tribunal, and thereafter, the Bench
was pleased to order dismissal of the matters against Punjab National Bank vide order dated March 25,2022. While the matter
stands subjudiced with relation to State Bank of India and Indian Overseas Bank, the Company stands relived of any
proceedings to be initiated against it by Punjab National Bank.

42b.Relationship with Struck off Companies- In respect of the disclosure required vide notification dated 24 March, 2021 issued by Ministry of
Corporate Affairs, the Company has taken steps to identify transactions with the struck-off companies, however, there are no such
transactions which may be required to be reported.

44. Disclosure under Regulation Clause 34(3) and 53(f) read with Scehdule V of SEBI (LODR) Regulations, 2015 :

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence
disclosure as per the Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (LODR) Regulations, 2015, has not
been given.

45. Going Concern

In accordance with note 55, 56 and 57, the approved Resolution Plan once fully implemented during the year ended
31st March, 2024. As at 31st March, 2025, the Company has earned a net profit of Rs. 5,561 Lakhs (As on 31 March 2024 - Rs.
8,944 Lakhs) resulting in an accumulated profit of Rs. 31,891 Lakhs (As on 31 March, 2024 - Rs. 26,330 Lakhs). The net worth of the
Company stands at Rs. 45,554 Lakhs (As on 31st March, 2024 - Rs. 39,987 Lakhs) and the Company is reported to be operating as
a going-concern.

46. A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna (hereinafter referred to as
RCD) for development and widening of roads in Patna had been prematurely terminated by the RCD on 30th of April, 2008. Being
aggrieved by this action, the Company approached the Hon''ble High Court at Calcutta which appointed an Arbitrator to adjudicate the
matter. The Arbitrator had published an award in favour of the Company on 27/1/2012 amounting to Rs. 12,779 Lakhs along with interest
@18% from the date of Award till the date of payment. There was a counter claim of Rs. 33,473 Lakhs filed on the Company during
Arbitration. The Company filed an execution petition in the Hon''ble High Court of Calcutta on 13/6/2016 for an amount of Rs. 12,779
Lakhs which is being contested by RCD. The RCD has also filed an execution petition in the district court of Patna for the counter claim
of Rs. 1,770 Lakhs which has beeen disposed by the district court vide order dated 01/06/2018 by stating that the jurisdiction for all
matters arising from the contract lies with the Hon''ble High Court of Calcutta. RCD challenged this decision through a Writ Petition.
The Patna High Court vide its order dated 29/11/2024 agreed with the order of the District Court of Patna and held that
all matters pertaining to the Contract can only be proceeded with at the Calcutta High Court. Despite the commencement of arbitration
proceedings, RCD continued to object to the jurisdiction of the Kolkata High Court. This objection was being continued by RCD
despite accepting the order of arbitration. On the issue of jurisdiction, the Calcutta High Court categorically ruled that it has full
jurisdiction over the contract. This order of the High Court was appealed against by the RCD in the Supreme Court. Subsequent to
the reporting date, the Hon''ble Supreme Court has dismissed the Special Leave Petition (SLP) filed by RCD, thereby upholding the
jurisdiction of the Hon''ble Calcutta High Court. As a result, there is no further legal remedy available to RCD to challenge the award,
and the award has attained finality.

Considering the above, the legal position and relevant provisions of Ind AS 37 - Provisions, Contingent Liabilities and Contingent
Assets, the Company has recognised an income of Rs. 10,672 Lakhs during the year ended 31 March 2025. The amount recognised
reflects management''s best estimate of the recoverable amount. The recognition is based on the legal finality of the award and the
assessment, supported by external legal opinion, that there is no significant uncertainty as to its ultimate collection.

46.2. During FY 2024-25, the Company has initiated arbitration proceedings under the provisions of the Arbitration and Conciliation Act,
1996, before the Hon''ble Commercial Court, Cuttack, against a customer, invoking the dispute resolution mechanism as per the terms
of the underlying contract. The dispute pertains to a suspended project. In accordance with the principles of Ind AS 115 and Ind AS
37, the Company has reassessed the recoverability of certain receivables and unbilled revenue related to the said project.
Consequently, a provision of INR 3,118 lakhs has been recorded in the books of accounts towards unbilled revenue, considering the
current status of the project and the uncertainty surrounding the timing and extent of recovery

47.1. In the year 2011, Tantia Constructions Limited (presently known as Twamev Construction and Infrastructure Limited) had floated a
Special Purpose Vehicle (SPV) under the name and caption Tantia Raxaultollways Private Limited (TRPL) for execution of an
infrastructure project worth INR 475 crores, against which T CL (The Company) was also the EPC Contractor for the execution of
the said work worth Rs. 373 crores in the Project. During the course of execution of the Project the Company was facing various
problems, such as delay in handover of site/land at different stretches, release of Grant from NHAI, non-availability of input resources
due to uncontrollable factors, heavy interest cost etc. Consequently, the progress of the work slowed down. Considering the
aforesaid scenario, TRPL decided not to proceed further with implementation of the aforesaid project and the same was conveyed to
appropriate project authorities which led to termination of the project. Accordingly, TRPL had gone in for arbitration proceedings
against NHAI in the month of May 2018, thereafter which, TCL had also lodged its claims before TRPL. The matter is currently
under arbitration.

47.2. "Tantia Sanjauliparkings Private Limited (hereinafter referred to as the ''TSPL'') an Associate company of the Corporate Debtor has been
admitted into CIR Process by the Adjudicating Authority vide its order dated 23rd day of March, 2023.Company made a provision for
impairment loss of Rs. 774 Lakhs as associate company is under CIR process."

48. Leases: Company as lessee

The company is engaged in the infrastructure sector. In the course of execution of various infrastructure projects at numerous
locations, the company takes /procures, on hiring basis, various items of Machinery and Equipment. Overall, the number of
such Machinery and Equipment procured on hiring basis for various project sites are numerous. Hire contracts have a contract
period generally varying between 1 to 3 years.

The Company has entered into agreements in the nature of lease/leave and license agreement with different lessors/licensors
for the purpose of establishment of office premises/residential accommodations etc. These are generally in the nature of
operating lease/leave and license. Period of agreements are generally up to three years and renewable at the option of the
lessee.

Lease rentals charged to expenses grouped under the head Contract Operating Expenses amounting to '' 178 lakhs (Note No 30)
and under the head Other Expenses amounting to '' 64 lakhs (Note No 34).

50. Provision for Impairment Loss

In the current FY 2024-25 the Company has made a Provision for diminution in value of Investments INR 50 Lakhs (PY INR 139 Lakhs)
in subsidiary and JVs.

In the previous FY 2023 -24, the company made a provision for impairment loss of INR 5423 Lakhs account of fair value of
investment in Subsidiary, Associates and Joint Venture based on independent impairment study by company. The breakup of which
is as below:

i) Tantia Sanjauliparkings Private Limited: Provision for impairment loss of INR 774 Lakhs as associate company is under CIR
process;

ii) Tantia Infrastructure Private Limited: Provision for impairment loss of INR 4,510 Lakhs based on the Valuer''s impairment testing
report;

iii) Six different Joint Ventures of Tantia are credit impaired in view of Management and no money shall be receivable from those
investment of INR 139 Lakhs.

51.2. Fair value measurement

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in forced or liquidation sale.

The Company has established the following fair value hierarchy that categorises the value into 3 levels. The inputs to valuation
techniques used to measure fair value of financial instruments are:

Level 1: The hierarchy uses quoted (adjusted) price or NAV is measured at quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. If
all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The management assessed that trade receivables, cash and cash equivalent, other bank balances, trade payable and other
financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of their instruments.

The company uses the discounted cash flow techniques (in relation to interest-bearing borrowings and loans) which involves
determination of present value of expected receipt/payment discounted using discount rate that reflects the issuer''s borrowing
rate as at the end of the reporting period. The fair value so determined is classified as Level 2.

52. Financial risk management
Risk management framework

The Company''s principal financial liabilities comprises of borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance the Company operations however certain borrowings have been applied to pay the Plan Amount as per
the Approved Resolution Plan.The Company''s principal financial assets include loans, trade and other receivables and cash and cash
equivalents that derive directly from its operations.

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s
primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company''s
exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top
few customers. The Company''s risk management assessment and policies and processes are established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk
assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s
activities.

This note presents information about the Company''s exposure to each of the above risks, the Company''s objectives, policies
and processes for measuring and managing risk.

The Company has exposure to the following risks arising from financial instruments:

(i) Credit risk

(ii) Liquidity risk

(iii) Market risk

(i) Credit risk

Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally form the Company receivables from customers . Credit arises when a customer
or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The
Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with bank. The
Company has no significant concentration of credit risk with any counterparty, except in case of receivables from WATCO of
'' 1,106.32 Lakhs. The carrying amount of financial assets represent the maximum credit risk exposure.

Trade receivable

A credit policy has been established under which each new customer is analysed individually for creditworthiness before the
Company''s standard payment and delivery terms and conditions are offered. Counterparty credit risk with respect to these
receivables is very low in respect of construction contracts, the Company has receivables from subsidiary companies where
the management perceives the risk of recovery to be remote. The risk of recovery in these businesses is reduced to the extent
of security deposits already collected and held as collaterals.

Exposure to credit risks

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However
management also considers the factors that may influence the credit risk of its customer base, including the default risk
associated with the industry. Details of concentration percentage of revenue generated from top customer and top five
customers are stated below :

(ii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable
price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of credit facilities to meet obligations when due. The Company''s finance team is
responsible for liquidity, funding as well as settlement management. In addition, Processes and policies related to such risks
are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the
basis of expected cash flows.

The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its
liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Company''s reputation.

(iii) Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a
financial instrument. The value of a financial instrument may change as a result of changes in the interest rates and other
market changes that effect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial
instruments including investments, receivables, payables and borrowings.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company exposure to the risk of changes in market interest rates related primarily to the Company''s
borrowing with floating interest rates. The Company constantly monitors the credit markets and rebalances its financing
strategies to achieve an optimal maturity profile and financing cost.

(b) Equity price risk

The Company is not exposed to equity risks arising from equity investments. Equity investments are held for stratergic rather
than trading purposes. The Company does not actively trade these investments.

(c) Currency risk

The Company does not have currency risks since it is not exposed to any foreign currency transaction.

53. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain furture development of the business. The management monitors the return on capital, as well as the level of dividends
to equity shareholders.

The Company''s objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other
stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company''s capital management, capital includes issued equity share capital and other equity reserves
attributable to the equity holders.

In addition the Company has financial covenants realting to the banking facilities that it has taken from all the lenders like interest
service coverage ratio, Debt to EBITDA, current ratio etc. which is maintained by the company.

54. Exceptional Items

Exceptional Item of '' 4433 Lakhs (PY INR -1697 Lakhs) includes receivables, security deposit and retention money written off '' 4556
Lakhs and liability written back of '' 123 Lakhs from creditors.

55. CIR process and the roadmap of revival of the company in terms of approved Resolution Plan

Pursuant to an application made by State Bank of India, the Hon''ble National Company Law Tribunal, Kolkata bench
(hereinafter referred to as ''Adjudicating Authority''), vide its order dated 13th day of March 2019, had ordered the
commencement of the corporate insolvency resolution (CIR) process in respect of the company under the provisions of the
Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as ''the Code'').

During the CIR process, for resolution plan (hereinafter referred to as ''Resolution Plan'') three expression of interest (EOI) were
received, out of which resolution plan submitted by the consortium of EDCL Infrastructure Limited and Upendra Singh
Constructions Private Limited (hereinafter referred to as ''Resolution Applicants'') was approved by the committee of creditors
and submitted to the Adjudicating Authority for its approval. Pursuant to its order (hereinafter referred to as ''NCLT Order'')
dated 24th day of February 2020 (hereinafter referred to as ''effective date''), the Adjudicating Authority approved the Resolution
Plan (hereinafter referred to as ''Approved Resolution Plan'') submitted by the Resolution Applicants (RA) for the Company
under Section 31 of the Code. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be binding on
the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.

As per the terms of the approved Resolution Plan, the creditors of T CL (presently known as Twamev Construction & Indrastructure
Limited) (financial, operational and others) will receive a total consideration of Rs. 176.629 crores (hereinafter referred to as ''Discharge
Consideration'') on account of their admitted dues amounting to Rs. 1601 crores. The Discharge Consideration will be towards all
admitted dues including the CIRP costs, employee dues, liability towards Active Bank Guarantees in case of devolvement/invocation etc.
The RA will infuse funds to finance the Discharge Consideration through a combination of (a) equity subscription and (b) loans over a
period of time, as specified in the Approved Resolution Plan.

During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the
''promoter'' of TCL (presently known as Twamev Construction & Indrastructure Limited) , and the share-holding of the existing
promoters/promoter group will stand transferred to the RA.

The implementation of the Approved Resolution Plan, inter-alia, entails the following:

• Formation of the Monitoring Committee (MC)

• With reference to the infusion of funds and payment on account of CIRP Costs, dues of Employees & Other Operational
Creditors, Financial Creditors and T ransfer of Promoter shareholding in Corporate Debtor the following steps are envisaged:

o Payment of the CIRP Costs

o Payment of '' 3.50 crores to Employees & Other Operational creditors against their admitted dues of '' 62.29
crores;

o Transfer of existing promoter''s shares in their custody as well as promoter''s shareholding pledged with Bankers.
o Payment of '' 71.50 crores to Financial Creditors (prior to deduction of CIRP costs) in three tranches, the first being
called the Upfront Payment, against their admitted dues of '' 1,526.15 crores (including Active Bank Guarantees of
'' 101.629 crores).

o Active Bank Guarantees amounting to '' 10,162.90 Lakhs would be extinguished by way of discharge of client
obligations for which the Bank Guarantees have been given. In the event of a default / invocation the RA will
take full responsibility to ensure prompt payment of the devolved amount.

• With respect to the taking full control of the company by the Resolution Applicant the following steps are envisaged (after
the conclusion of the above steps w.r.t. payment):

o Settlement of all the dues of the MC including costs of operations, supervision costs, agency costs etc.

o Resignation of existing directors of the Board of Directors of TCL and constitution of the New Board by the RA

• In the final leg the Approved Resolution Plan envisages the remaining payment to the Financial Creditors in two tranches.

• With respect to the existing share capital the Approved Resolution Plan proposes reduction of the Company''s share
capital without any payout to the shareholders, by reducing the face value of each issued and outstanding equity share of
the Company from '' 10/- to '' 1/-.

• With respect to infusion of funds the Approved Resolution Plan permits the RA to infuse need based funds to discharge
the obligations as well as to fund the working capital and other capital needs of the Company. The Approved Resolution
Plan permits the RA to infuse funds through a combination of debt and equity - the final Debt to Equity mix will be
formalised by the RA basis the decision on the equity structure of the Corporate Debtor as well as other changes, in
commercial consideration of the Approved Resolution Plan. The Approved Resolution Plan permits the RA to own up to
95% of the revised equity capital in the Corporate Debtor the same to be taken care of through preferential allotment of
equity shares of face value of '' 1/- per share to the RA within the implementation period of the Approved Resolution
Plan.

• During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the ''promoter''
of T CL, and the share-holding of the existing promoters/promoter group will stand transferred to the RA.

56. Monitoring Committee

Pursuant to Clause 22.1 of the Approved Resolution Plan, a Monitoring Committee (“MC”) as specified in the Plan was constituted on the
Effective Date, by virtue of the order of the Hon''ble NCLT approving the Resolution Plan. For the period between the ''“effective date''”
and the Plan Implementation Completion (as defined in the Approved Resolution Plan), the Monitoring Committee was formed to
supervise the implementation of the Plan and to manage the affairs of the Company as a going concern.

As part of the implementation of the approved resolution plan (read along with the NCLT orders dated 1 st May, 2023 and 18th May,
2023), the MC relinquished the day to day management of the company w.e.f. 17th June, 2023 in favour of the new Board of Directors
formed by the RA and thereafter has functionally remained confined to the Plan implementation only.

57. Current Status of implementation of the Approved Resolution Plan

During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc.
have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RA has moved to
the Hon''ble National Company Law Tribunal, Kolkata Bench (“NCLT”), inter-alia, praying for speedy transfer of the same. The
NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of
transfer of shares.

Accordingly, the monitoring committee, after discussions with all the stakeholders moved an application with the NCLT Kolkata Bench,
requesting inter-alia the following reliefs :

a. Direct the cancellation/extinguishment of 99,19,032 equity shares of face value Rs. 10/- each held by the previous promoters
and re-issue of the same to the new promoters;

b. Allowing the distribution of the upfront amount of Rs. 54 crores (including the performance security amount of Rs. 10 crores)
towards the discharge of Plan creditors;

c. Direct that the date of approval order of this Hon''ble NCLT of this instant Application be considered as the Effective Date for
thepurpose of this Resolution Plan.

The Hon''ble NCLT vide it''s order dated 1st May, 2023 read along with the corrigendum order dated 18th May, 2023 allowed the
above petition and thereby making the said order dates as the Effective Date for the purposes of the Resolution Plan.

Subsequent to the above, as part of the implementation of the Approved Resolution Plan inter-alia the following steps have been taken
by the Company during the year:

1. With Respect to Share Capital

a. Cancellation of 99,19,032 equity shares of Face Value Rs. 10/- each held by the erstwhile promoters of the Company;

b. Reduction in the Face Value of 1,88,23,066 Equity Shares from Rs. 10/- to Re. 1/- each;

c. Issue of 13,61,76,934 Equity Shares of Face Value Re. 1/- each to the RA and his nominees on Preferential Allotment basis.

2. With respect to T ransfer of Management

a. With effect from 17th June, 2023, the MC has transferred the management of the Company to the newly constituted Board of
Directors and had confined itself to Plan Implementation only;

b. The Board of Directors has been expanded to include adequate number of independent Directors with the time frame
permitted by the Approved Resolution Plan;

3. With respect to T ransfer of Control

a. As per the Approved Resolution Plan, all the shares owned by the previous promoters have been transferred to the New
Promoters;

b. The last tranche of such transfer having been completed on 14th December, 2023 signifies the change of control as defined
by the Approved Resoltion Plan;

4. With respect to payment of final tranche:

As per the approved resolution plan, the banks/creditors have already been paid '' 54 CR and the balance amount of '' 21 CR
is payable within three months of the banks, upgrading the banking facilities of the company from NPA to standard. The banks are
unable to upgrade the account of the company from N PA to standard due to certain difficulties at their end. They have assured
the NCLT that they are working on the same, and soon they will be able to upgrade the account. The NCLT has
acknowledged the matter and has granted time to the banks for the upgrade. The NCLT has further acknowledged that
payment of the final tranche will be made within three months of the upgrade.

(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.

(iii) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall 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 provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.

(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall 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 provide
any guarantee, security or the like, on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of
business.

(v) The Company does not have any such 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 have not traded or invested in Crypto currency or Virtual Currency during the financial year.

59. The Figures of the previous year are regrouped and rearranged, wherever necessary.

60. INR ''0'' represents amount less than '' 50,000/-.

In terms of our report of even date attached For and on and behalf of Twamev Construction and Infrastructure Limited

^F°^{r J Jai},?A& ^C0mpaniy Tarun Chaturvedi Jasodeb Chakraborty

cdmm% -inns/ic ⁿ (Executive Director & CFO) (Chief Executive Officer)

^{FRN No} 31006^4E {_{DIN: 02309Q45}

^CAS^an^{jay Lodha} Shrish Tapuria Neha Agarwal

Membership No : 058266 m''m5m

Date : 27.05.2025
Place : Kolkata

---

Mar 31, 2024

Deposits includes INR 256.4 (PY NIL) Lakhs which is kept as margin money against the active Bank Guarantee and INR 14.16 Lakhs (PY NIL) which has beeen marked lien with client.

Fixed Deposit amounting to INR 1000 Lakhs given as performance security to “Committee of Creditors” by the Successful Resolution Applicant as per the Approved Resolution Plan, has matured during the FY 2023-24 and no there is no balance at the end of the year. Further interest income of INR 8.44 Lakhs accrued thereon during the year and has been accounted for under “Other Income” and a corresponding liability has been recognised under “Other Financial Liabilities”.

Furthermore, INR 350 Lakhs had been received from the Successful Resolution Applicant as per the provisions of the Approved Resolution Plan for payment to employees and other operational creditors, in Financial year ended March 31, 2021. The above amount had been deposited with bank as short term deposit, now with implementation of the Resolution Plan, this money has been paid off and interest accrued thereon of INR 3.83 Lakhs during the year has been accounted for as "Interest Income"

17.2. Rights, Preferences and Restrictions attaching to Equity Shares

i) The Company has only one class of equity shares having a par value of INR 11- (PY INR 10/-) per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. There is no recommendation of dividend on Equity shares for the Financial Year ended 31st March, 2024.

ii) 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, in the proportion to their shareholding.

17.6. As per the implementation of the Approved Resolution Plan and the NCLT order dated 1 st May, 2023 read along with the corrigendum order dated 18th May, 2023, the following changes have been made in the Equity Share Capital of the company:

a. Cancellation of 99,19,032 equity shares held by the erstwhile promoters of the Company ;

b. Reduction in Face Value of 1,88,23,066 Equity Shares from '' 10/- to '' 1/- each;

c. Issue of 13,61,76,934 Equity Shares of Face Value '' 1/- each to the RA and its nominee on Preferential Allotment basis;

Refer Note 57

18. Other Equity

Refer statement of changes in equity for detailed movement in equity balance

18.2. The description of the nature and purpose of each reserve within equity is as follows:

(a) Capital reserve: The Company had received '' 100 Lakhs against future call option of 7,14,285 Share warrants in the financial year 2008-09. The call was not exercised by the applicants and as per the terms of the issue of warrant, the said amount was forfeited and credited to capital reserve during the financial year 2008-09.

Further, during the current year 2023-2024 due to cancellation of 99,19,032 equity shares and reduction in face value of shares from '' 10/- per share to '' 1/- per share (Refer note 57), an amount of Rs. 3,803 Lakhs has been adjusted in Capital Reserve.

(b) Capital redemption reserve: The Company had issued 1,40,000 10.5% cumulative preference share at par value of '' 10 each in the Financial Year ending on 31st March 2005 were redeemed at the option of the share holder during the financial year ended on 31.03.2015. Accordingly '' 14 Lakh equivalent to the proceeds of redemption were transferred to capital redemption reserve.

(c) Securities premium account: : Securities premium account represents the premium received on issue of shares over and above the face value of equity shares. Further, during the current year 2023-2024 due to cancellation of 99,19,032 equity shares, an amount of Rs. 1,117 Lakhs has been adjusted in Securities Premium account. The account is available for utilisation in accordance with the provisions of the Companies Act, 2013.

(d) General Reserve: The Company has not transferred any amount to the reserves for the year ended 31st March, 2024.

(e) Retained earnings: This Reserve represents the cumulative profits of the Company. This Reserve can be utilized in accordance with the provisions of the Companies Act, 2013.

(f) Other Comprehensive Income - Other Comprehensive Income (OCI) represent the balance in equity for items to be accounted under OCI and comprises of the following:

i) Items that will not be reclassified to Profit and Loss - The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability.This also includes actuarial gains and losses arising on defined benefit obligations recognised in OCI.

ii) Items that will be reclassified to profit and loss - Income tax expense i.e Deferred tax liability to the extent that it relates to items recognized directly in equity or other comprehensive income are considered here. This is reclassified to statement of Profit & Loss.

22.1. In reference to note 55, cash credit and working capital demand loan and term loan from bank aggregating to INR 2079 Lakhs is payable in terms of the approved Resolution Plan.

22.2. In reference to note 55, unsecured borrowings from bodies corporate aggregating to INR 24.45 Lakhs is payable in terms of the approved Resolution Plan

In reference to note no. 55, T rade payable aggregating to INR 0.62 Lakhs is payable as per the terms of the approved Resolution Plan. Owing to the size of the overdue credit facilities, multiplicity of contractual arrangements and large number of operational creditors, determination of the carrying amount of related liabilities at the date of approval of Resolution Plan was a complex exercise and has been completed on the basis of information, documents etc. available with the Company. Confirmations/ Reconciliations from the concerned creditors are pending and any consequential adjustments required in the books of accounts will be done in the year in which such reconciliations are received.

Further, comprehending the provisions of the Approved Resolution Plan and determining the appropriateness of the accounting treatment thereof, more particularly the accounting treatment of derecognition of liabilities, requires significant judgment and estimates, including consideration of accounting principles to be applied for presentation of difference between carrying amount of novated debt and consideration payable therefore.

24.1. In reference to note 55, liability towards employees includes amount aggregating to INR 0.26 Lakhs is payable in terms of the approved Resolution Plan

24.2. In reference to note 55, liabilities towards expenses include amount aggregating to NIL (PY - INR 452.75 Lakhs) form part of the CIRP Cost in terms of the approved Resolution Plan

37. Segment Information

As per Ind AS 108- “Operating Segment”, segment information is not required to be provided as the Company is engaged only in construction work and in no other segment.

38. The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the Act. Accordingly, disclosures under Section 186 of the Act is not applicable to the Company.

39. Contingent liabilities and commitments

39.1. As per the Approved Resolution Plan, contingent liabilities (which have/ may crystalize) prior to 24 February, 2020 (hereinafter referred to as ''Effective Date'') stand extinguished. In terms of the aforesaid plan, the following matters also need the attention of our stakeholders -

39.2. The counter-guarantees, also termed as ''corporate guarantees'', extended by Tantia Constructions Limited to Consortium Banks on behalf of its subsidiaries, associates and joint ventures, stand extinguished and no further liability exists with respect to the same as at 31st March 2024.

39.3. In respect of the Bank Guarantees of Tantia Constructions Limited, only the active Bank Guarantees as mentioned in the Approved Resolution Plan, against the ongoing projects, shall continue to remain active and have been taken over by the Resolution Applicant. The liability under these Bank Guarantees amounted to Rs. 101.63 crores as mentioned in the Approved Resolution plan. The Resolution Applicant / Corporate Debtor shall be liable to settle any claim arising as a result of invocation / encashment of the Bank Guarantee(s). However, the Resolution Applicant / Corporate Debtor shall not be liable in case of any bank guarantee invocation arising because of the relevant bank(s) refusal for extension of such Active Bank Guarantee(s) or the invocation has happened due to a delay in the execution of the project. AS on March 31, 2024, out of the above, Bank Guarantees amounting to Rs. 6,781 lakhs stand extinguished by way of discharge of client obligations and only Bank Guarantees amounting to Rs. 3,382 lakhs remain active.

Bank Guarantees amounting to Rs. 261 lakhs have been issued by Banks to the Company since 24th February, 2024 and an identical amount has been retained by the issuing banks as Margin Money against the said Bank Guarantees.

39.4. Furthermore, the Approved Resolution Plan, among other matters, provides that except to the extent of the amount payable to the relevant Financial and/ or Operational Creditors in accordance with the Approved Resolution Plan, all liabilities of the Company relating in any manner to the period prior to the CIRP commencement date, i.e., 13th day of March 2019, immediately, irrevocably and unconditionally, stand fully and finally discharged and settled, there being no further claims whatsoever, and all the rights of the Financial and/or Operational Creditors to invoke or enforce the same stands waived off. It is provided that any and all legal proceedings initiated before any forum, by or on behalf of any Financial and/or Operational Creditor (including Statutory Authorities), to enforce any rights or claims against the Company also stands extinguished. Further, in terms of the Approved Resolution Plan, no Statutory/ Governmental Authority has any right or claim against the Company, in respect of the period prior to the CIRP commencement date and/or in respect of the amounts written off, and all legal proceedings initiated before any forum by or on behalf of any Financial and/or Operational Creditor (including Governmental Authorities) or any Other Creditors to enforce any rights or claims against the Company will immediately, irrevocably and unconditionally stand withdrawn, settled and/or extinguished.

The Approved Resolution Plan provides for extinguishment of all liabilities of the Company owed to Financial and/or Operational Creditors, as of the Insolvency Commencement Date i.e. 13th day of March, 2019 against settlement of amount given under the resolution plan. The implementation of the Approved Resolution Plan, however, does not have any such similar effect over claims or receivables owed to the Company. Accordingly, the Company has concluded that any receivables due to the Company, evaluated based on merits of underlying litigations, from various governmental agencies continue to subsist.

39.5. Disputed claims contested by the Company with Goods and Service Tax Authorities amounts to INR 181 Lakhs. In terms of the Resolution Plan, the demand cannot be claimed against the company.

In respect of the above contingent liabilities, it is not practicable for the Company to estimate the timings of cash outflows, if any, pending resolution of the respective proceedings. The company does not expect any reimbursement in respect of the above.

Contribution to Gratuity

The Company''s gratuity benefit scheme for its employees in India is a defined benefit plan (unfunded).

The Company provides for gratuity from employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of completed service.

Generally the present value of obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as on year end which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The Company''s gratuity expense is recognized under the head - “Employee Benefit Expense”. The liability or asset recognized in the Balance SHeet in respect of defined benefit plans is the present value of the defined benefit obligation at the end of the reporting period less than the fair va;ue of plan assets. The company''s net obligation in respect of defined plans is calculated seperately for each plan by estimating the amount of future benefit thta employees have earned in the current and prior periods. The defined benefit obligation is calculated annually by Actuaries using the projected unit credit method.

The liability recognized for defined benefit plans 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 net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. The benefits are discounted using the government securities (G-Sec) at the end of the reporting period that have terms approximating to the terms of related obligation.

Remeasurements of the net defined benefit obligation, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling, are recognized in other comprehensive income. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to the statement of profit and loss.

These defined benefit plans expose the Company to actuarial risks, such as interest rate risk, liquidity risk, salary escalation risk and regulatory risk. Inherent risk

The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risk pertaining to the plan. In particular, this exposes the Company, to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to longevity risk.

Terms and conditions of transactions with related parties

The purchases from related party are made in the ordinary course of business and on terms equivalent to those that prevail in arm''s

length transactions. Outstanding balances at the year-end are unsecured.

42a.During the pendency and implementation of the approved Resolution Plan, Punjab National Bank, State Bank of India and Indian Overseas Bank had sent separate letters to the Company show causing identification of the account of the Company as "Wilful Defaulter" under the Reserve Bank of India''s guidelines, with State Bank of India also referring the matter to the Central Bureau of Investigation. The Succesful Resolution Applicant had filed an application before the hon''ble National Company Law Tribunal, Kolkata Bench, challenging the issue of such Show Cause notices after the approval of the Resolution Plan and to drop the proceedings of "Wilful Defaulter" against the Company.

Since the issue of the show cause notices was in contravention to the provisions of Section 32A of the Insolvency and Bankruptcy Code, 2016, Punjab National Bank had admitted the same before the Hon''ble Tribunal, and thereafter, the Bench was pleased to order dismissal of the matters against Punjab National Bank vide order dated March 25,2022. While the matter stands subjudiced with relation to State Bank of India and Indian Overseas Bank, the Company stands relived of any proceedings to be initiated against it by Punjab National Bank.

42b.Relationship with Struck off Companies- In respect of the disclosure required vide notification dated 24 March, 21 issued by Ministry of Corporate Affairs, the Company has taken steps to identify transactions with the struck-off companies, however, there are no such transactions which may be required to be reported.

44. Disclosure under Regulation Clause 34(3) and 53(f) read with Scehdule V of SEBI (LODR) Regulations, 2015 :

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure as per the Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (LODR) Regulations, 2015, has not been given.

45. Going Concern

In accordance with note 55, 56 and 57, the approved Resolution Plan has been under implementation during the year ended 31st March, 2024. As at 31st March, 2024, the Company has earned a net profit of INR 8,944lakhs (As on 31 March 2023- INR 4,533 lakhs) resulting in an accumulated profit of INR 26,331 lakhs (As on 31 March, 2023- INR 17,337 lakhs). The net worth of the Company stands at INR 39,987 lakhs (As on 31 March, 2023- INR 29,623 lakhs) and the Company is reported to be operating as a going-concern.

46. A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna (hereinafte referred to as RCD) for development and widening of roads in Patna had been prematurely terminated by the RCD on 30th of April, 2008. Being aggrieved by this action on the part of Government of Bihar, the Company approached the Hon''ble High Court of Calcutta for remedial action. In response, an Arbitrator was appointed in the matter to adjudicate the claim filed by the Company. The Arbitrator had published an award in favour of the Company on 27/1/2012 amounting to Rs. 12,779 Lakhs along with interest @18% from the date of Award till the date of payment. There was a counte claim of Rs. 33,473 Lakhs diles on the Company during Arbitration. The Company filed an execution petition in the Hon''ble High Court of Calcutta for on 13/6/2016 for an amount of Rs. 12,779 Lakhs which is being contested by RCD. The RCD has also filed ann execution petition in the district court of Patna for the counter claim of Rs. 1,770 Lakhs which has beeen disposed by the district court vide order dated 01/06/2018 by stating that the jurisdiction for all matters arising from the contract lie with the Hon/ble High Court of Calcutta. RCD has filed a Writ Petition against the above order in the Patna High Court and the matter is sub-judice as on 31st March, 2024. The hearing in the execution petition filed by the Company in the hon''ble High Court of Calcutta will commence once the Writ Petition filed by the T CD in the Hon’ble High Court at Patna is disposed off. As on March 31,2024, the Award amount is '' 23,444 lakhs including the interest of '' 16,025 Lakhs.

No accounting effect has been considered in the accounts of 2023-2024 basis conservative approach.

47.1. In the year 2011, Tantia Constructions Limited (TCL) had floated a Special Purpose Vehicle (SPV) under the name and caption Tantia Raxaultollways Private Limited (TRPL) for execution of an infrastructure project worth INR 475 crores, against which TCL (The Company) was also the EPC Contractor for the execution of the said work worth '' 373 crores in the Project. During the course of execution of the Project the Company was facing various problems, such as delay in handover of site/land at different stretches, release of Grant from NHAI, non availability of input resources due to uncontrollable factors, heavy interest cost etc. Consequently, the progress of the work slowed down. Considering the aforesaid scenario, TRPL decided not to proceed further with implementation of the aforesaid project and the same was conveyed to appropriate project authorities which led to termination of the project. Accordingly, TRPL had gone in for arbitration proceedlngs against NHAI in the month of May 2018, thereafter which, T CL had also lodged its claims before TRPL. The matter is currently under arbitration.

It is pertinent to note here that NHAI has implemented ''Vivad Se Vishwas 11'' scheme, a one-time settlement scheme aimed at resolving contractual disputes with MSME effectively. The scheme was introduced in the Union Budget 2023-24 and launched in May 2023. Whilst the above scheme is not applicable to TRPL as neither is the company fulfilling the criteria of its eligibility, nor has the company won any arbitral award as of now but a reference could be drawn as to the acceptability of NHAI in settling the claim. As such using the above, the current Management of TCL commissioned a Fair Valuation of this Project viz its investment in TRPL and the appointed valuer undertook an impairment study based on IndAS 36.

Based on the Valuer''s Report on Impairment Testing, it was identified that the Opening Fair Value of the Investments of TCL in its subsidiaries TRPL and TI PL did not need any provision for impairment currently as the ''Recoverable amount based on Fair Value less cost to sell'' was more than the ''Carrying Value in the books of accounts''.However, owing to the no further operations at the subsidiaries and the stated pending arbitration with no award in sight, the balances for Advance against material amounting to '' 4,475 Lakhs an Advance against Contract amounting to '' 2,031.47 Lakhs and Creditors payable of '' 331.75 Lakhs payable to TRPL by the Company, have been written bacl/off; and measurement and recognition of preference share of '' 32,616 Lakhs (at fair value after netting of provision for dimunition in value of '' 17,781 Lakhs) in TIPL has been carried out.

47.2. "Tantia Sanjauliparkings Private Limited (hereinafter referred to as the ''TSPL'') an Associate company of the Corporate Debtor has been admitted into CIR Process by the Adjudicating Authority vide its order dated 23rd day of March, 2023.Company made a provision for impairment loss of '' 774 Lakhs as associate company is under CIRP process."

48. Leases: Company as lessee

The company is engaged in the infrastructure sector. In the course of execution of various infrastructure projects at numerous locations, the company takes /procures, on hiring basis, various items of Machinery and Equipment. Overall, the number of such Machinery and Equipment procured on hiring basis for various project sites are numerous. Hire contracts have a contract period generally varying between 1 to 3 years.

The Company has entered into agreements in the nature of lease/leave and license agreement with different lessors/licensors for the purpose of establishment of office premises/residential accommodations etc. These are generally in the nature of operating lease/leave and license. Period of agreements are generally up to three years and renewable at the option of the lessee.

Lease rentals charged to expenses grouped under the head Contract Operating Expenses amounting to '' 413 lakhs (Note No 30) and under the head Other Expenses amounting to '' 53 lakhs (Note No 34).

50. Provision for Impairment Loss

The company made a provision for impairment loss of INR 5423 Lacs account of fair value of investment in Subsidiary, Associates and Joint Venture based on independent impairment study by company. The breakup of which is as below:

i) Tantia Sanjauliparkings Private Limited: provision for impairment loss of INR 774 Lakhs as associate company is under CIRP process;

ii) Tantia Infrastructure Private Limited: Provision for impairment loss of INR 4510 Lakhs based on the Valuer''s impairment testing report;

iii) Six different Joint Ventures of Tantia are credit impaired in view of Management and no money shall be receivable from those investment: Provision for diminution in value of Investments INR 139 Lakhs

51. Financial instruments and related disclosures 51.1. Fair values vs carrying amounts

The following table shows fair values of financial assets and liabilities, including their levels in financial hierarchy, together with the carrying amounts shown in the statement of financial position. '' i_n l_akh_s

51.2. Fair value measurement

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchange in a current transaction between willing parties, other than in forced or liquidation sale.

The Company has established the following fair value hierarchy that categories the value into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:

Level 1: The hierarchy uses quoted (adjusted) price or NAV is measured at quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The management assessed that trade receivables, cash and cash equivalent, other bank balances, trade payable and other financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of there instruments.

The company uses the discounted cash flow techniques (in relation to interest-bearing borrowings and loans) which involves determination of present value of expected receipt/payment discounted using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The fair value so determined is classified as Level 2.

52. Financial risk management Risk management framework

The Company''s principal financial liabilities comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company operations, however certain borrowings have been applied to pay the Plan Amount as per the Approved Resolution Plan.The Company''s principal financial assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. The Company''s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities.

This note presents information about the Company''s exposure to each of the above risks, the Company''s objectives, policies and processes for measuring and managing risk.

The Company has exposure to the following risks arising from financial instruments:

(i) Credit risk

(ii) Liquidity risk

(iii) Market risk

(i) Credit risk

Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally form the Company receivables from customers . Credit arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with bank. The Company has no significant concentration of credit risk with any counterparty, except in case of receivables from WATCO of '' 1,106.32 Lakhs. The carrying amount of financial assets represent the maximum credit risk exposure.

Trade receivable

A credit policy has been established under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Counterparty credit risk with respect to these receivables is very low in respect of construction contracts, the Company has receivables from subsidiary companies where the management perceives the risk of recovery to be remote. The risk of recovery in these businesses is reduced to the extent of security deposits already collected and held as collaterals.

Exposure to credit risks

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry. Details of concentration percentage of revenue generated from top customer and top five customers are stated below :

Trade receivables are primarily unsecured and are derived from revenue earned from customers. Credit risk is managed through credit approvals, establishing credit limits and by continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. As per simplified approach, the Company makes provision of expected credit loss on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriateprovisions at each reporting date whenever is for longer period and involves higher risk.

(ii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company''s finance team is responsible for liquidity, funding as well as settlement management. In addition, Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows.

The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Exposure to liquidity risk

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments

(iii) Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates and other market changes that effect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, receivables, payables and borrowings.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates related primarily to the Company''s borrowing with floating interest rates. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.

(b) Equity price risk

The Company is not exposed to equity risks arising from equity investments. Equity investments are held for stratergic rather than trading purposes. The Company does not actively trade these investments.

(c) Currency risk

The Company does not have currency risks since it is not exposed to any foreign currency transaction.

53. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain furture development of the business. The management monitors the return on capital, as well as the level of dividends to equity shareholders.

The Company''s objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company''s capital management, capital includes issued equity share capital and other equity reserves attributable to the equity holders.

In addition the Company has financial covenants realting to the banking facilities that it has taken from all the lenders like interest service coverage ratio, Debt to EBITDA, current ratio etc. which is maintained by the company.

54. Exceptional Items

Exceptional Item of '' 1697 Lakhs includes receivables, security deposit and retention money written off '' 4173 Lakhs and liability written back of '' 7563 Lakhs from subsidiary and stepdown subsidiary and Joint Venture, and '' 1845 Lakhs provision for bad and doubtful debts on account of Debtors, Advance to Vendor and creditors.

55. CIR process and the roadmap of revival of the company in terms of approved Resolution Plan

Pursuant to an application made by State Bank of India, the Hon''ble National Company Law Tribunal, Kolkata bench (hereinafter referred to as ''Adjudicating Authority''), vide its order dated 13th day of March 2019, had ordered the commencement of the corporate insolvency resolution (CIR) process in respect of the company under the provisions of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as ''the Code'').

During the CIR process, for resolution plan (hereinafter referred to as ''Resolution Plan'') three expression of interest (EOI) were received, out of which resolution plan submitted by the consortium of EDCL Infrastructure Limited and Upendra Singh Constructions Private Limited (hereinafter referred to as ''Resolution Applicants'') was approved by the committee of creditors and submitted to the Adjudicating Authority for its approval.. Pursuant to its order (hereinafter referred to as ''NCLT Order'') dated 24th day of February 2020 (hereinafter referred to as ''effective date''), the Adjudicating Authority approved the Resolution Plan (hereinafter referred to as ''Approved Resolution Plan'') submitted by the Resolution Applicants (RA) for the Company under Section 31 of the Code. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be binding on the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.

As per the terms of the approved Resolution Plan, the creditors of TCL (financial, operational and others) will receive a total consideration of Rs. 176.629 crores (hereinafter referred to as ''Discharge Consideration'') on account of their admitted dues amounting to Rs. 1601 crores. The Discharge Consideration will be towards all admitted dues including the CIRP costs, employee dues, liability towards Active Bank Guarantees in case of devolvement/invocation etc. The RA will infuse funds to finance the Discharge Consideration through a combination of (a) equity subscription and (b) loans over a period of time, as specified in the Approved Resolution Plan.

During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the ''promoter'' of TCL, and the share-holding of the existing promoters/promoter group will stand transferred to the RA.

The implementation of the Approved Resolution Plan, inter-alia, entails the following:

• Formation of the Monitoring Committee (MC)

• With reference to the infusion of funds and payment on account of CIRP Costs, dues of Employees & Other Operational Creditors and, Financial Creditors, and Transfer of Promoter shareholding in Corporate Debtor the following steps are envisaged:

o Payment of the CIRP Costs

o Payment of '' 3.50 crores to Employees & Other Operational creditors against their admitted dues of '' 62.29 crores;

o Transfer of existing promoter''s shares in their custody as well as promoter''s shareholding pledged with Bankers. Payment of '' 71.50 crores to Financial Creditors (prior to deduction of CIRP costs) in three tranches, the first being called the Upfront Payment, against their admitted dues of '' 1,526.15 crores (including Active Bank Guarantees of '' 101.629 crores).

o Active Bank Guarantees amounting to '' 10,162.90 Lakh would be extinguished by way of discharge of client obligations for which the Bank Guarantees have been given. In the event of a default / invocation the RA will take full responsibility to ensure prompt payment of the devolved amount.

• With respect to the taking full control of the company by the Resolution Applicant the following steps are envisaged (after the conclusion of the above steps w.r.t. payment):

o Settlement of all the dues of the MC including costs of operations, supervision costs, agency costs etc. o Resignation of existing directors of the Board of Directors of T CL and constitution of the New Board by the RA

• In the final leg the Approved Resolution Plan envisages the remaining payment to the Financial Creditors in two tranches.

• With respect to the existing share capital the Approved Resolution Plan proposes reduction of the Company''s share capital without any payout to the shareholders, by reducing the face value of each issued and outstanding equity share of the Company from '' 10/- to '' 1/-.

• With respect to infusion of funds the Approved Resolution Plan permits the RA to infuse need based funds to discharge the obligations as well as to fund the working capital and other capital needs of the Company. The Approved Resolution Plan permits the RA to infuse funds through a combination of debt and equity - the final Debt to Equity mix will be formalised by the RA basis the decision on the equity structure of the Corporate Debtor as well as other changes, in commercial consideration of the Approved Resolution Plan. The Approved Resolution Plan permits the RA to own up to 95% of the revised equity capital in the Corporate Debtor the same to be taken care of through preferential allotment of equity shares of face value of '' 1/- per share to the RA within the implementation period of the Approved Resolution Plan.

56. Monitoring Committee

Pursuant to Clause 22.1 of the Approved Resolution Plan, a Monitoring Committee (“MC”) as specified in the Plan was constituted on the Effective Date, by virtue of the order of the Hon''ble NCLT approving the Resolution Plan. For the period between the ''“effective date''” and the Plan Implementation Completion (as defined in the Approved Resolution Plan), the Monitoring Committee was formed to supervise the implementation of the Plan and to manage the affairs of the Company as a going concern.

As part of the implementation of the approved resolution plan (read along with the NCLT orders dated 1st May, 2023 and 18th May, 2023), the MC relinquished the day to day management of the company w.e.f. 17th June, 2023 in favour of the new Board of Directors formed by the RA and thereafter has functionally remained confined to the Plan implementation only.

57. Current Status of implementation of the Approved Resolution Plan

During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc. have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RA has moved to the Hon''ble National Company Law Tribunal, Kolkata Bench (“NCLT”), inter alia, praying for speedy transfer of the same. The NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of transfer of shares.

Accordingly, the monitoring committee, after discussions with all the stakeholders moved an application with the NCLT Kolkata bench, requesting inter-alia the following reliefs :

a. Direct the cancellation/extinguishment of 99,19,032 equity shares of face value Rs. 10/- each held by the previous promoters and re-issue of the same to the new promoters;

b. Allowing the distribution of the upfront amount of Rs. 54 crores (including the performance security amount of Rs. 10 crores) towards the discharge of Plan creditors;

c. Direct that the date of approval order of this Hon''ble NCLT of this instant Application be considered as the Effective Date for the purpose of this Resolution Plan.

The hon''ble NCLT vide it''s order dated 1st May, 2023 read along with the corrigendum order dated 18th May, 2023 allowed the above petition and thereby making the said order dates as the Effective Date for the purposes of the Resolution Plan.

Subsequent to the above, as part of the implementation of the Approved Resolution Plan inter-alia the following steps have been taken by the Company during the year:

1. With Respect to Share Capital

a. Cancellation of 99,19,032 equity shares of Face Value Rs. 10/- each held by the erstwhile promoters of the Company;

b. Reduction in the Face Value of 1,88,23,066 Equity Shares from Rs. 10/- to Rs. 1/- each;

c. Issue of 13,61,76,934 Equity Shares of Face Value Rs. 1/- each to the RA and his nominees on Preferential Allotment basis.

2. With respect to T ransfer of Management

a. With effect from 17th June, 2023, the MC has transferred the management of the Company to the newly constituted Board of Directors and has confined itself to Plan Implementation only;

b. The Board of Directors has been expanded to include adequate number of independent Directors with the time frame permitted by the Approved Resolution Plan;

3. With respect to T ransfer of Control

a. As per the Approved Resolution Plan, all the shares owned by the previous promoters have been transferred to the New Promoters;

b. The last of scuh transfer having been completed on 14th December, 2023 signifies the change of control as defined by the Approved Resoltion Plan;

(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(iii) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall 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 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.

(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.

(v) The Company does not have any such 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 I ncome Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

59. The Figures of the previous year are regrouped and rearranged, wherever necessary.

60. INR ''0'' represents amount less than '' 50,000/-.

---

Mar 31, 2023

1. The description of the nature and purpose of each reserve within equity is as follows:

Capital reseve: The Company had received INR 100 Lakhs against future call option of 7,14,285 Share warrants in the financial year 2008-09. The call was not exercised by the applicants and as per the terms of the issue of warrant, the said amount was forfeited and credited to capital reserve

^(a) during the financial year 2008-09.

Capital redemption reserve: The Company had issued 1,40,000 10.5% cumulative preference share at par value of ? 10 each in the Financial Year

(b) ending on 31st March 2005 were redeemed at the option of the share holder during the financial year ended on 31.03.2015. Accordingly INR 14 Lakh equivalent to the proceeds of redemption were transferred to capital redemption reserve.

_{( )} Securities premium account: Securities premium account represents the premium received on issue of shares over and above the face value of '' '' equity shares. The account is available for utilisation in accordance with the provisions of the Companies Act, 2013.

(d) General Reserve: The Company has not transferred any amount to the reserves for the year ended 31st March, 2023.

_{( )} Retained earnings: This Reserve represents the cumulative profits of the Company. This Reserve can be utilized in accordance with the provisions

^(e) of the Companies Act, 2013.

In reference to note no. 55, Trade payable aggregating to INR 142 Lakhs is payable as per the terms of the approved Resolution Plan.

As per the Approved Resolution Plan trade payable amounting to INR172 Lakhs and INR Nil Lakhs have been derecognized in the previous and current financial year respectively.

Owing to the size of the overdue credit facilities, multiplicity of contractual arrangements and large number of operational creditors, determination of the carrying amount of related liabilities at the date of approval of Resolution Plan was a complex exercise and has been completed on the basis of information, documents etc. available with the Company. Confirmations/ Reconciliations from the concerned creditors are pending and any consequential adjustments required in the books of accounts will be done in the year in which such reconciliations are received.

Further, comprehending the provisions of the Approved Resolution Plan and determining the appropriateness of the accounting treatment thereof, more particularly the accounting treatment of derecognition of liabilities, requires significant judgment and estimates, including consideration of accounting principles to be applied for presentation of difference between carrying amount of novated debt and consideration payable therefore.

37 Segment information

As per Ind AS 108- “Operating Segment”, segment information is not required to be provided as the Company is engaged only in construction work and in no other segment.

38 The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the Act. Accordingly, disclosures under Section 186 of the Act is not applicable to the Company.

39 Contingent liabilities and commitments

39 1 As per the Approved Resolution Plan, contingent liabilities (which have/ may crystalize) prior to 24 February, 2020 (hereinafter referred to as ‘Effective Date’) stand extinguished. In terms of the aforesaid plan, the following matters also need the attention of our stakeholders -

39 2 The counter-guarantees, also termed as ‘corporate guarantees’, extended by Tantia Constructions Limited to Consortium Banks on behalf of its subsidiaries, associates and joint ventures, stand extinguished and no further liability exists with respect to the same as at 31st March 2023.

In respect of the Bank Guarantees of Tantia Constructions Limited, only the active Bank Guarantees as on the effective date, against the ongoing projects, shall continue to remain active. The Resolution Applicant / Corporate Debtor shall be liable to settle any claim arising as a result of invocation / encashment of the Bank Guarantee(s). However, the Resolution Applicant / Corporate

_39.3. Debtor shall not be liable in case of any bank guarantee invocation arising because of the relevant bank(s) refusal for extension of such Active Bank Guarantee(s). The active BG’s as at 31st day of . . March 2022 is to the tune of INR 4,786 Lakhs (As on 31 March 2021 - INR 9,093 Lakhs). Bank Guarantees to the tune of INR 6148 Lakh stand extingusihed by way of discharge of client obligations.

In respect of the above bank guarantees, margin money worth INR 267 Lakhs (As on 31 March 2021- INR 753 Lakhs) is being held by banks in the form of Fixed Deposits.

Furthermore, the Approved Resolution Plan, among other matters, provides that except to the extent of the amount payable to the relevant Financial and/ or Operational Creditors in accordance with the Approved Resolution Plan, all liabilities of the Company relating in any manner to the period prior to the CIRP commencement date, i.e., 13th day of March 2019, immediately, irrevocably and unconditionally, stand fully and finally discharged and settled, there being no further claims whatsoever, and all the rights of the Financial and/or Operational Creditors to invoke or enforce the same stands waived off. It is provided that any and all legal proceedings initiated before any forum, by or on behalf of any Financial and/or Operational Creditor (including Statutory Authorities), to enforce any rights or claims against the Company also stands extinguished. Further, in terms of the Approved Resolution Plan, no Statutory/ Governmental Authority has any right or claim against the Company, in respect of the period prior to the CIRP commencement date and/or in respect of the amounts written off, and all legal proceedings initiated before any forum by or on behalf of any

39.4. Financial and/or Operational Creditor (including Governmental Authorities) or any Other Creditors to enforce any rights or claims against the Company will immediately, irrevocably and unconditionally stand withdrawn, settled and/or extinguished.

The Approved Resolution Plan provides for extinguishment ofall liabilities ofthe Company owed to Financial and/or Operational Creditors, as ofthe Insolvency Commencement Date i.e. 13th day of March, 2019 against settlement of amount given under the resolution plan. The implementation of the Approved Resolution Plan, however, does not have any such similar effect over claims or receivables owed to the Company. Accordingly, the Company has concluded that any receivables due to the Company, evaluated based on merits of underlying litigations, from various governmental agencies continue to subsist.

Contribution to Gratuity

The Company’s gratuity benefit scheme for its employees in India is a defined benefit plan (unfunded).

The Company provides for gratuity from employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of completed service.

Generally the present value of obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as on year end which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The Company’s gratuity expense is recognized under the head - “Employee Benefit Expense”. However, as requires under Ind AS 19 no valuation is done for Gratuity since 2017-18 and no valuation is done for Leave Encashment during the current financial year.

These defined benefit plans expose the Company to actuarial risks, such as interest rate risk, liquidity risk, salary escalation risk and regulatory risk.

Inherent risk

The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risk pertaining to the plan. In particular, this exposes the Company, to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to longevity risk.

Terms and conditions of transactions with related parties

The purchases from related party are made in the ordinary course of business and on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are

During the pendency and implementation of the approved Resolution Plan, Punjab National Bank, State Bank of India and Indian Overseas Bank had sent separate letters to the Company show causing identification of the account of the Company as "Wilful Defaulter" under the Reserve Bank of India''s guidelines, with State Bank of India also referring the matter to the Central Bureau of Investigation. The Succesful Resolution Applicant had filed an application before the Hon''ble National Company Law Tribunal, Kolkata Bench, challenging the issue of such Show Cause notices after

42 the approval of the Resolution Plan and to drop the proceedings of "Wilful Defaulter" against the Company.

Since the issue of the show cause notices was in contravention to the provisions of Section 32A of the Insolvency and Bankruptcy Code, 2016, Punjab National Bank had admitted the same before the Hon''ble Tribunal, and thereafter, the Bench was pleased to order dismissal of the matters against Punjab National Bank vide order dated March 25,2022. While the matter stands subjudiced with relation to State Bank of India and Indian Overseas Bank, the Company stands relived of any proceedings to be initiated against it by Punjab National Bank.

Indian Bank had vide letter no. ISC/211/2021-22 dated 23.09.2021, made a disclosure of information under Regulation 30 of the SEBI (LODR) Regulations, 2015- Reporting of Borrowal Fraud of Bank''s exposure- to the National Stock Exchange and the Bombay Stock Exchange wherein it had declared the Company as a "Fraud" account also reporting the same to the Reserve Bank of India.

43 The Succesful Resolution Applicant had filed an application before the Hon''ble Tribunal challenging the said declaration. The declaration being in contravention to the provisions of Section 32A of the Insolvency and Bankruptcy Code, 2016, on admission of Indian Bank before the Hon''ble Tribunal to drop the proceedings of "Fraud Account" against the Company, the Bench was pleased to dispose and dismiss the matter vide order dated July 22,2022. The Company, thus, stands relived of any such declaration.

Relationship with Struck off Companies- In respect of the disclosure required vide notification dated 24 March, 21 issued by Ministry of Corporate Affairs, the Company has taken steps to identify transactions with the struck-off companies, however, there are no such transactions which may be required to be reported.

44 Disclosure under Regulation Clause 34(3) and 53(f) read with Scehdule V of SEBI (LODR) Regulations, 2015 :

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure as per the Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (LODR) Regulations, 2015, has not been given.

45 Going Concern

In accordance with note 55, 56 and 57, the approved Resolution Plan has been under implementation during the year ended 31 March, 2023. As at 31st March, 2023, the Company has earned a net profit of INR 4,533 lakhs (As on 31 March 2022- INR 3,832 Lakh) resulting in an accumulated profit of INR 17,337 lakhs (As on 31 March, 2022- INR 12,805 Lakh). The net worth of the Company stands at INR 29,623 lakhs (As on 31 March, 2022- INR 25,092 Lakhs) and the Company is reported to be operating as a going-concern.

A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna, for development and widening of roads in Patna had been prematurely terminated by the

46 Govt. of Bihar on 30th ofApril, 2008. Being aggrieved bythis action on the part ofGovernment of Bihar, the Company approached the Hon''ble High Court of Calcutta for remedial action. In response, an Arbitrator was appointed in the matter to adjudicate the claim filed by the Company. The Arbitrator had published an award in favour of the Company which is being contested by the Road Construction Department, Bihar State Government. No accounting effect has been considered in the accounts of 2021-2022 basis conservative approach.

In the year 2011, Tantia Constructions Limited (TCL) had floated a Special Purpose Vehicle (SPV) under the name and caption Tantia Raxaultollways Private Limited (TRPL) for execution of an infrastructure project worth INR 475 crores, against which TCL (The Company) was also the EPC Contractorfor the execution ofthe said work worth INR 373 crores in the Project. During the course of execution ofthe Project the Company was facing various problems, such as delay in handover ofsite/land at different stretches, release ofGrant from NHAI, non availabilityofinput resources due to uncontrollable factors, heavy interest cost etc. Consequently, the progress of the work slowed down. Considering the aforesaid scenario, TRPL decided not to proceed further with implementation of the aforesaid project and the same was conveyed to appropriate project authorities which led to termination of the project. Accordingly, TRPL had gone in for arbitration proceedlngs against NHAI

⁴⁷ in the month of May 2018, thereafter which, TCL had also lodged its claims before TRPL. The matter is currently under arbitration.

Owing to the same status ofthe operations at the subsidiaries and the stated pending arbitration, advance against material amounting to INR 4475 Lakhs and Advance against Contract amounting to INR 2031.47 Lakhs payable to TRPL by the Company, has been retained; and measurement and recognition of preference share of INR 23295 Lakhs (at fair value after netting of provision for dimunition in value of INR 13271 Lakhs) in TIPL has been done and as such no further provision has been made there against.

48 Leases: Company as lessee

The company is engaged in the infrastructure sector. In the course ofexecution ofvarious infrastructure projects at numerous locations, the company takes/procures, on hiring basis, various items of Machinery and Equipment. Overall, the number of such Machinery and Equipment procured on hiring basis for various project sites are numerous. Hire contracts have a contract period generally varying between 1 to 3 years.

The Company has entered into agreements in the nature of lease/leave and license agreement with different lessors/licensors for the purpose of establishment of office premises/residential accommodations etc. These are generally in the nature of operating lease/leave and license. Period of agreements are generally up to three years and renewable at the option of the lessee.

Equipment hiring expenses charged to expenses grouped under the head Contract Operating Expenses amounting to INR 610 lakhs (Note No 30) and under the head Other Expenses amounting to INR 142 lakhs (Note No 34).

An amount of INR 3,604 lakhs was recoverable by the Company from Tantia Raxaultollways Private Limited (Subsidiary Company) and the amount was grouped under Sundry Debtors. The said 50 subsidiary was unable to pay off its aforesaid dues because of paucity of funds. Subsequently, the said book debt was taken over by Tantia Infrastructure Private Limited, the major Promoter of Tantia Raxaultollways Private Limited. The aforesaid transaction now appears in the books of the Company as Tantia Infrastructure Private Limited being categorized as Debtors and the amount (INR 3,604 Lakhs) is continued under the head Sundry Debtors, as before.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchange in a current transaction between willing parties, other than in forced or liquidation sale.

The Company has established the following fair value hierarchy that categories the value into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:

Level 1: The hierarchy uses quoted (adjusted) price or NAV is measured at quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The management assessed that trade receivables, cash and cash equivalent, other bank balances, trade payable and other financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of there instruments.

The company uses the discounted cash flow techniques (in relation to interest-bearing borrowings and loans) which involves determination of present value of expected receipt/payment discounted using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The fair value so determined is classified as Level 2.

52 Financial risk management

Risk management framework

The Company''s principal financial liabilities comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company operations. The Company''s principal financial assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations.

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. The Company’s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company has exposure to the following risks arising from financial instruments:

(i) Credit risk

(ii) Liquidity risk

(iii) Market risk

(i) Credit risk

Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally form the Company receivables from customers . Credit arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with bank. The Company has no significant concentration of credit risk with any counterparty. The carrying amount of financial assets represent the maximum credit risk exposure.

Trade receivable

A credit policy has been established under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Counterparty credit risk with respect to these receivables is very low in respect of construction contracts, the Company has receivables from subsidiary companies where the management perceives the risk of recovery to be remote. The risk of recovery in these businesses is reduced to the extent of security deposits already collected and held as collaterals.

(ii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company''s finance team is responsible for liquidity, funding as well as settlement management. In addition, Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows.

The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

(iii) Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates and other market changes that effect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, receivables, payables and borrowings.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates related primarily to the Company''s borrowing with floating interest rates. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.

(b) Equity price risk

The Company is not exposed to equity risks arising from equity investments. Equity investments are held for stratergic rather than trading purposes. The Company does not actively trade these

(c) Currency risk

The Company does not have currency risks since it is not exposed to any foreign currency transaction.

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain furture development of the business. The management The Company''s objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce

54 Notes on Exceptional Items

In terms of the approved resolution plan, the company had in the previous financial year taken balance confirmation from banks and had also received additional documents basis which below given treatment had been affected through "Exceptional Items" in statement of Profit or loss account.

55 CIR process and the roadmap of revival of the company in terms of approved Resolution Plan

Pursuant to an application made by State Bank of India, the Hon’ble National Company Law Tribunal, Kolkata bench (hereinafter referred to as ‘Adjudicating Authority’), vide its order dated 13th day of March 2019, had ordered the commencement of the corporate insolvency resolution (CIR) process in respect of the company under the provisions of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as ‘the Code’).

During the CIR process, for resolution plan (hereinafter referred to as ‘Resolution Plan’) three expression of interest (EOI) were received, out of which resolution plan submitted by the consortium of EDCL Infrastructure Limited and Upendra Singh Constructions Private Limited (hereinafter referred to as ‘Resolution Applicants’) was approved by the committee of creditors and submitted to the Adjudicating Authority for its approval.. Pursuant to its order (hereinafter referred to as ‘NCLT Order’) dated 24th day of February 2020 (hereinafter referred to as ‘effective date’), the Adjudicating Authority approved the Resolution Plan (hereinafter referred to as ‘Approved Resolution Plan’) submitted by the Resolution Applicants (RA) for the Company under Section 31 of the Code. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be binding on the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.

As per the terms of the approved Resolution Plan, the creditors of TCL (financial, operational and others) will receive a total consideration of Rs. 176.629 crores (hereinafter referred to as ‘Discharge Consideration’) on account of their admitted dues amounting to Rs. 1601 crores. The Discharge Consideration will be towards all admitted dues including the CIRP costs, employee dues, liability towards Active Bank Guarantees in case of devolvement/invocation etc. The RA will infuse funds to finance the Discharge Consideration through a combination of (a) equity subscription and (b) loans over a period of time, as specified in the Approved Resolution Plan.

During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the ‘promoter’ of TCL, and the share-holding of the existing promoters/promoter group will stand transferred to the RA.

The implementation of the Approved Resolution Plan, inter-alia, entails the following:

• Formation of the Monitoring Committee (MC)

• With reference to the infusion of funds and payment on account of CIRP Costs, dues of Employees & Other Operational Creditors and, Financial Creditors, and Transfer of Promotei shareholding in Corporate Debtor the following steps are envisaged:

oPayment of the CIRP Costs

oPayment of INR 3.50 crores to Employees & Other Operational creditors against their admitted dues of INR 62.29 crores; oTransfer of existing promoter’s shares in their custody as well as promoter’s shareholding pledged with Bankers.

o Payment ofINR 71.50 crores to Financial Creditors (prior to deduction ofCIRPcosts) in three tranches, the first being called the UpfrontPayment, against theiradmitted dues ofINR1526.15 crores (including Active Bank Guarantees of INR 101.629 crores).

o ActiveBankGuaranteesamounting tolNR 10162.90Lakh would beextinguished bywayofdischargeofclientobligationsforwhich the BankGuarantees havebeen given. In the event of a default / invocation the RA will take full responsibility to ensure prompt payment of the devolved amount.

•With respect to the taking full control of the company by the Resolution Applicant the following steps are envisaged (after the conclusion of the above steps w.r.t. payment): oSettlement of all the dues of the MC including costs of operations, supervision costs, agency costs etc. oResignation of existing directors of the Board of Directors of TCL and constitution of the New Board by the RA.

•In the final leg the Approved Resolution Plan envisages the remaining payment to the Financial Creditors in two tranches.

• With respect to the existing share capital the Approved Resolution Plan proposes reduction of the Company’s share capital without any payout to the shareholders, by reducing the face value of each issued and outstanding equity share of the Company from INR 10 to INR 1.

• With respect to infusion offunds the Approved Resolution Plan permits the RA to infuse need based funds to discharge the obligations as well as to fund the working capital and other capital needs of the Company. The Approved Resolution Plan permits the RA to infuse funds through a combination of debt and equity - the final Debt to Equity mix will be formalised by the RA basis the decision on the equity structure of the Corporate Debtor as well as other changes, in commercial consideration of the Approved Resolution Plan. The Approved Resolution Plan permits the RA to own up to 95% of the revised equity capital in the Corporate Debtor the same to be taken care of through preferential allotment of equity shares of face value of Rs 1/- per share to the RA within the implementation period of the Approved Resolution Plan.

56 Formation of the Monitoring Committee

Pursuant to Clause 22.1 of the Approved Resolution Plan, a Monitoring Committee (“MC”) as specified in the Plan has been constituted on the Effective Date, by virtue of the order of the Hon’ble NCLT approving the Resolution Plan. The monitoring committee formed comprises of 3 representatives from the Financial Creditors (as decided by Committee of Creditors), 3 representatives from the RA, as well as the erstwhile Resolution Professional for supervision of implementation of the Approved Resolution Plan. Thus, for the period between the ‘“effective date’” and the Plan Implementation Completion (as defined in the Approved Resolution Plan), the Monitoring Committee has accordingly been formed to supervise the implementation of the Plan and to manage the affairs of the Company as a going concern.

57 Current Status of Implementation of the Approved Resolution Plan

During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc. have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RA has moved to the Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”), inter alia, praying for speedy transfer of the same. The NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of transfer of shares. In the said regard, the difference of 99,19,032 equity shares between the issued and listed share capital, on account of preferential allotment of Equity Shares to the promoters ofthe Company, is in the process ofbeingresolved, and necessary steps are also being taken by the Company to regularise the issues faced in the said regard, with all the concerned authorities involved. As of now the NSE has suggested to reapply for the listing of the above shares post completion of compliance.

Since there is no stay on the implementation of the Approved Resolution Plan, and all parties concerned have already initiated the process identified in the law for the transfer of shares, the MC has begun implementation of those parts of the Approved Resolution Plan which are not affected by the proceedings at the NCLT. These include inter-alia giving effect to the debt resolution arrived at by the Approved Resolution Plan, dealing with the various regulatory authorities etc.

Keeping in view the delay in the implementation of the Resolution Plan, the Monitoring Committee has approached the Hon''ble NCLT to set aside the order dated 24th February, 2020. The SRA is contesting the same and the Hon''ble NCLT is seized of the matter.

(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(iii) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall 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 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.

(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.

(v) The Company does not have any such 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 have not traded or invested in Crypto currency or Virtual Currency during the financial year.

59 The Figures of the previous year are regrouped and rearranged, wherever necessary.

60 INR ‘0’ represents amount less than INR 50,000/-.

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Mar 31, 2016

1. The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

2. 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 preferencial amounts. The distribution will be in the proportion to the number of shares held by the shareholder.

3. CAPITAL COMMITMENT

Capital commitment of the company towards purchase of plant & machinery is Nil (Prev. Yr. Nil)

4. OTHER COMMITMENT

The Company has a commitment towards purchase of Construction Materials for various projects aggregating to '' 18.32 (Prev. Yr Rs. 3.60) for which purchase orders have been raised before 31^st March 2016.

5. DISCLOSURE UNDER CLAUSE 32 OF THE LISTING AGREEMENT

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure under Clause 32 of the Listing Agreement has not been given.

6. CURRENT TAX

Income Tax provision has not been considered in the accounts as there was no taxable income. However, adjustments for deferred tax have given effect in the accounts.

7. DEBTORS & CREDITORS CONFIRMATION

Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.

8. A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna, for development and widening of roads in Patna had been prematurely terminated by the Govt. of Bihar on 30th of April, 2008. Being aggrieved by this action on the part of Government of Bihar, the Company approached the Honorable High Court of Calcutta for remedial action. In response, an Arbitrator was appointed in the matter to adjudicate the claim filed by the Company. The Arbitrator had published an award in favour of the Company which was contested by the Road Construction Department, Bihar State Government, in the Hon''ble Supreme Court of India. After consideration of the matter, the Hon''ble Supreme Court rejected the applicant''s Petition, during the year ended March 31, 2016. Accordingly, the Company is now entitled to receive from the Road Construction Department, Bihar State Government, Patna, monies along with interest, with effect from January 27, 2012 till the date of payment. No accounting effect had been considered in the accounts of 2015-16 under conservative approach.

9. CORPORATE DEBT RESTRUCTURING

10. The Company (hereinafter referred to as the ''Borrower''), has availed various financial facilities from the secured lenders.

At the request of the Borrower, the Corporate Debt Restructuring Proposal (''CDR Proposal'') of the Borrower was referred to Corporate Debt Restructuring Cell ("CDR Cell") by the consortium of senior lenders led by the State Bank of India. The CDR Proposal as recommended by SBI, the lead lender was approved by CDR Empowered Group (''CDR EG'') and communicated to the Company vide Provisional Letter of Approval dated 23rd March 2015. The Cut Off Date (COD) for CDR Proposal was 1st July 2014.

The Key features of the CDR Proposal are as follows:

- Restructuring of existing fund based and non fund based financial facilities, subject to renewal and reassessment every year.

- The Term Loan availed by the company from The South Indian Bank Ltd., which had an amount outstanding of Rs. 92.45 crores, as on the cutoff date, i.e. 01.07.2014, is to be repaid in 27 quarterly installments after a Moratorium Period of 24 months, from the COD.

- Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (''WCTL''). Repayment of the said WCTL to begin after moratorium of 24 months from the COD and to be made in 27 structured quarterly installments commencing from Quarter ending 30th September 2016 to 31st March 2023.

- The interest payable on WCTL, Cash Credit and Term Loan during the moratorium period of 18 months from the COD is to be converted to Funded Interest Term Loan (FITL). The said FITL to be repaid in 17 quarterly installments commencing from quarter ending March 31, 2016 and ending on March 31, 2020.

- The rate of interest applicable to Term Loan, WCTL, FITL and fund based working capital facilities shall be 11% for initial two years and thereafter with annual reset option.

- The Promoters and Promoter Group of the Company to contribute Rs. 21 Crores upfront in the form of equity shares. In addition, they shall pledge their entire unencumbered share holding (58.59%) in favour of the lenders in demat format with voting rights. Additional Security to be created for the lenders including but not limited to the Personal Guarantee of Promoters.

* Regarding the additional Collateral Securities, stipulated by the Lenders, the Company is in process of completing the relative formalities, which is expected to be completed shortly. In the meantime, as an interim measure, the Company has pledged certain shares of unlisted Company held by Promoters and their relatives to the Lenders.

10. Right to Recompense :

As per the CDR package, approved by the lenders, Right to Recompense shall be available to the lenders who have participated in the CDR mechanism, on a yearly basis and is required to be calculated annually and disclosed in the annual report each year. For the year ended March 31, 2015, no such calculation was necessary as implementation of the package commenced only on March 31, 2015. For the year ended March 31, 2016, the necessary computation in respect of the liability under the Right to Recompense has been computed and has been arrived at Rs. 23.62 crores.

11. PROMOTER CONTRIBUTION :

As a part of the CDR Package, the Promoters were required to contribute, by way of additional equity, Rs. 21 crores in the financial year 2014-15. The amount, as required, had been brought into the Company. The formalities, in this connection, comprising Board approval, conduct of postal ballot etc have since been completed. Pending compliance with all the other requirements, framed by SEBI and other regulatory Authorities, shares are yet to be allotted against the said amount (Rs. 21 crores). Therefore, the said amount continues to be shown as an unsecured loan (Refer Note - 4) on March 31, 2016.

12. DEPRECIATION :

The Company has provided depreciation in accordance with Schedule II of the Companies Act, 2013 from the financial year 2014-15. Accordingly, unamortized carrying value is being depreciated over the remaining useful life. The fixed asset whose life had expired as on 1st April, 2014 had also been adjusted with the depreciation during the previous financial year. This has resulted in higher depreciation totaling Rs. 2,107 against Rs. 1,221 during the current financial year.

13. EMPLOYEE BENEFITS :

As required by Accounting Standard 15 (Revised) "Employee Benefits" the following table summarizes the components of net expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the respective plans.

14. MANAGERIAL REMUNERATION :

The Companies Act, 2013 has been made effective w.e.f. 1st April 2014 and consequently the remuneration paid to Chairman and Managing Director for the Financial Year 2013-14 (which is governed by the Companies Act, 1956) has been determined to be excess by Rs. 42 lakhs. The Company is taking appropriate steps to seek redressal of this excess amount from the concerned authorities failing which they said amount will be recovered from the Chairman and Managing Director.

Managerial Remuneration for the year ended March 31, 2016 amounting to Rs. 90 lakhs have been paid / provided to the Chairman and Managing Director. As per the provision of Companies Act, 2013 (Section 197 read with Schedule V), the eligible limit is Rs. 60 lakhs. Hence, an amount of Rs. 30 lakhs has been paid / provided in excess which needs to be approved by the shareholders. Action is being taken to get approval of the shareholder''s as required.

15. Disclosure on Related Party Transactions as per AS 18 on "Related Party Disclosures" issued by The Institute of Chartered Accountants of India:

Related Parties with whom transactions have taken place during the year :

16. The Company has reviewed the possibility of any impairment of the fixed assets of the Company in terms of the Accounting Standard AS 28 - "Impairment of assets" as at the Balance Sheet date and is of the opinion that no such provision for impairment is required.

17. Additional information pursuant to paragraph 4D of part II of Schedule VI to the Companies Act, 1956.

Expenditure / Remittance in Foreign Currency

18. Disclosure pertaining to Accounting Standard 29 - "Provisions, Contingent Liabilities" issued by The Institute of Chartered Accountants of India are given below.

19. Previous year''s figure have been re-grouped and rearranged wherever necessary.

20. ''0'' represents amount less than Rs. 50,000/-.

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Mar 31, 2015

Note : 1.

Capital commitment:

Capital commitment of the company towards purchase of plant & machinery is Nil (Prev. Yr. Nil) Note : 32

Other commitment:

The Company has a commitment towards purchase of Construction Materials for various projects aggregating to ' 3.60 (Prev. Yr ' 48.94) for which purchase orders have been raised before 31st March 2015.

Note : 2.

Disclosure under Clause 32 of the Listing Agreement:

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure under Clause 32 of the Listing Agreement has not been given.

Note : 3. Current Tax:

Current tax is determined in respect of taxable income for the year based on applicable tax rates and Laws. Note : 35

Debtors & Creditors Confirmation:

Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.

Note : 4.

The contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna for development and widening of roads in Patna had been prematurely terminated by the Govt. of Bihar on 30th of April, 2008. The company had taken necessary remedial measure through Honorable High Court of Calcutta. Arbitrator was appointed in the matter to adjudicate the claim filed by the Company and the Arbitrator has since published award in favor of the company which has been contested by the Road Construction Department, Bihar State Government in the court of law. No provision has been made in the accounts as the matter is subjudice.

Note : 5.

Corporate Debt Restructuring:

a. The Company (hereinafter referred to as the 'Borrower'), has availed various financial facilities from the secured lenders.

At the request of the Borrower, the Corporate Debt Restructuring Proposal ('CDR Proposal') of the Borrower was referred to Corporate Debt Restructuring Cell ("CDR Cell") by the consortium of senior lenders led by the State Bank of India. The CDR Proposal as recommended by SBI, the lead lender was approved by CDR Empowered Group ('CDR EG') and communicated to the Company vide Provisional Letter of Approval dated 23rd March 2015. The Cut Off Date (COD) for CDR Proposal was 1st July 2014. The Key features of the CDR Proposal are as follows:

- Restructuring of existing fund based and non fund based financial facilities, subject to renewal and reassessment every year.

- The Term Loan availed by the company from The South Indian Bank Ltd., which had an amount outstanding of ' 92.45 Crores, as on the cutoff date, i.e. 01.07.2014, is to be repaid in 27 quarterly installments after a Moratorium Period of 24 months, from the COD.

- Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan ('WCTL'). Repayment of the said WCTL to begin after moratorium of 24 months from the COD and to be made in 27 structured quarterly installments commencing from Quarter ending 30th September 2016 to 31st March 2023.

- The interest payable on WCTL, Cash Credit and Term Loan during the moratorium period of 18 months from the COD is to be converted to Funded Interest Term Loan (FITL). The said FITL to be repaid in 17 quarterly installments commencing from quarter ending March 31, 2016 and ending on March 31,2020.

- The rate of interest applicable to Term Loan, WCTL, FITL and fund based working capital facilities shall be 11% for initial two years and thereafter with annual reset option.

- The Promoters and Promoter Group of the Company to contribute ' 21 Crores upfront in the form of equity shares. In addition, they shall pledge their entire unencumbered share holding (58.59%) in favour of the lenders in demat format with voting rights. Additional Security to be created for the lenders including but not limited to the Personal Guarantee of Promoters.

specified in Schedule II in respect of all Tangible Assets. Accordingly, unamortized carrying value is being depreciated over the remaining useful lives. The fixed asset whose lives have expired as on 1st April, 2014 have also been adjusted with the depreciation for the year.

Note : 6.

The Company had receivables from Tantia-OTBL, a Joint Venture in Bangladesh and the same was considered as Sundry Debtors in earlier year(s). Subsequently due to manifold increase of Raw Material cost it was found very difficult to proceed for the said project and accordingly after discussion with Orient Trading & Builders Ltd (OTBL) the Company thought it prudent to sacrifice the previous receivable in the true spirit of contract to complete the same as per stipulated time schedule.

Note : 7.

Repossession of Assets :

During the year, due to inadequacy of resources arising from certain segments, the company was unable to meet its financial commitments made to SREI Equipment Finance Pvt Limited and Tata Capital Finance Ltd on account of lease rentals for certain fixed assets, which were being utilized in various sites of the Company as well as the Ready Mix Concrete Segment of the Company. Consequently, as a measure of full and final settlement SREI and Tata Capital took over the possession of these assets against a liability of ' 3,250 and ' 225 respectively.

Note : 8.

Employee Benefits :

As required by Accounting Standard 15 (Revised) "Employee Benefits" the following table summarizes the components of net expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the respective plans.

* Provision for gratuity have been made for ' 36 on an estimated basis. Accordingly the figures as required under Accounting Standard - 15, could not be provided for the year relating to gratuity. However, leave encashment for the current Financial Year have been fully accounted and provided in accounts and shown in the above table.

Note : 9.

Managerial Remuneration :

The Companies Act, 2013 has been made effective w.e.f. 1st April 2014 and consequently the remuneration paid to Chairman and Managing Director for the Financial Year 2013-14 (which is governed by the Companies Act, 1956) has been determined to be excess by ' 42. The Company is taking immediate steps to seek redressal of this excess amount from the concerned authorities failing which the said amount will be recovered from the Chairman and Managing Director.

Note : 10.

Disclosure on Related Party Transactions as per AS 18 on "Related Party Disclosures" issued by The Institute of Chartered Accountants of India:

Note : 11.

The Company has reviewed the possibility of any impairment of the fixed Assets of the Company in terms of the Accounting Standard AS 28 - "Impairment of Assets" as at the Balance Sheet date and is of the opinion that no such provision for impairment is required.

Note : 12.

Additional information pursuant to paragraph 4D of part II of Schedule VI to the Companies Act, 1956.

Note : 13.

Ready Mix Concrete :

The company has been operating a number of Ready Mix Concrete units for the past few years. During the year, the operations of this segment have been severely affected owing to the actions taken by certain lenders which include the action taken by Vijaya Bank (refer note 8) and the actions taken by SREI Equipment Finance Pvt Ltd (refer note no 42). Owing to these actions, the RMC segment has suffered Operating Losses. The Company is exploring ways to arrive at an early settlement with the lenders so that the RMC operations can be resumed normally. However, the operations of the RMC division of the Company will not affect the sustainability and future viability of the Company since the said operations have not been considered in the Corrective Action Plan (CAP) decided upon by the lenders at the time of approving the CDR Package.

Note : 14.

Previous year's figure have been re-grouped and rearranged wherever necessary.

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Mar 31, 2014

(Rs in Lakhs)

Note : 1 CONTINGENT LIABILITIES AND COMMITMENTS

SL. Particulars 2013-14 2012-13

1. Counter guarantees given to Consortium Banks in 56,075 60,000 respect of Contracts in India. Rs'' 1,665 (Previous year Rs. 2,123) are held by banks as margin money against the guarantees given by them in addition to the counter guarantees offered by the company for the total non-fund based limit for Bank guarantee of Rs. 56,075 (Previous Year Rs. 60,000).Total figure as shown above includes Rs. 12,793 (Prev. Yr. 1 4,243) relating to Joint Venture.

2. Sale Tax Liability / Works Contract Tax Liability 4,910 4,204 for which the company has preferred an appeal before the Appellate Authorities.

3. The Company has provided an undertaking to pay in the event of default for loan given by the Banks to its Subsidiaries including fellow Subsidiaries. Out standing amount of default as on 31st March, 2014 was Nil.

4. The Income Tax assessment of the Company has been completed upto Assessment Year 2010-11. The Income Tax Department has gone for Appeal before ITAT in connection with Assessment for Assessment Year 2006-07, 2007-08, 2008-09 and 2010-11 which is lying pending. If the ITAT order is passed in favour of the Department the impact of further liability of the Company will be a maximum to the extent of Rs. 1,237.07 lacs. However, based on the facts of the cases, the Company feels that there is sufficient reason to believe that the Appellate Authority will pass orders in favour of the Company and accordingly no provisions has been made.

Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.

The contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna for development and widening of roads in Patna had been prematurely terminated by the Govt. of Bihar on 30th of April, 2008. The company had taken necessary remedial measure through Honorable High Court of Calcutta. Arbitrator was appointed in the matter to adjudicate the claim filed by the Company and the Arbitrator has since published award in favour of the company which has been contested by the Road Construction Department, Bihar State Government in the court of law. No provision has been made in the accounts as the matter is subjudice.

Disclosure in accordance with Accounting Standard - 7 (Revised 2002) on "Accounting for Construction Contract" issued by The Institute of Chartered Accountants of India is as under :

Advance to Nigolice Trading Pvt. Ltd represents payments towards purchase of Preference Shares of Tanti''a Agrochemicals Pvt. Ltd held by them. Pending finalization of terms and conditions as well as completion of transfer formalities as on 31.03.2014 the amount has been grouped under advances.

As required by Accounting Standard 15 (Revised) "Employee Benefits" the following table summaries the components of net expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the respective plans.

Note : 2 SEGMENT INFORMATION

Business Segment : The Business Segments have been identified on the basis of the activity undertaken by the Company. Accordingly, the Company has identified the following Segment:

Infrastructure : Consists of execution of construction contracts and other infrastructure activities

Ready Material : Consists of production of Ready Mix Concrete Concrete

Disclosure on Related Party Transactions as per AS 18 on "Related Party Disclosures" issued by The Institute of Chartered Accountants of India Related Parties with whom transactions have taken place during the year

Nature of Relation Name of Entity

Associate Companies and Enterprises Nigolice Trading (P) Ltd. over which the key management personnel Castal Extrusion Private Ltd and its relatives are able to exercise Andromeda Communications P Ltd significant influence: Prism Impex Pvt Ltd Greenzen Bio Pvt Ltd Tan ti''a Agrochemicals Pvt Ltd

Subsidiaries : Tanti''a Sanjauliparkings (P) Ltd Tan ti''a Infrasturcture (P) Ltd. Tan ti''a Raxaultollway (P) Ltd. Tan ti''a Batala-Beas (P) Ltd

Joint Ventures : RBM Tanti''a (JV) Tan ti''a BSBK (JV) JMC Tanti''a (JV) Tan ti''a DBC (JV) Tan ti''a Simplex (JV) Tan ti''a Soma (JV) Tan ti''a Nayak (JV) Tan ti''a TBL (JV) Tan ti''a SPML (JV) Tan ti''a Freyssinet Gilcon (JV) Tan ti''a OTBL (JV) Tan ti''a Gondwana (JV) Tan ti''a CCIL (JV) Tan ti''a EDCL (JV) Tan ti''a SEC (JV) Tan ti''a YSCC (JV) IVRCL Tanti''a (JV) Tan ti''a Premco (JV) Tan ti''a Tundi (JV) Key Management Personnel (KMP) :

Sri I. P. Tanti''a (Chairman & Managing Director) Sri B. L. Ajitsaria (Director - Business Development) Sri Rahul Tanti''a (Director - Operations) Sri Murare Lal Agarwala (Director - Projects) Sri Sandip Bose (Director) Ms Rohini Sureka (Vice President - Finance & Accounts)

Relatives of Key Management Personnel (KMP) :

Sri Siddhartha Tanti''a Ms Laxmi Tanti''a Sri Harshvardhan Tanti''a

Financial Statements of these Joint Ventures are yet to be audited and figures have been considered based on provisional Financial Statement

The Company has reviewed the possibility of any impairment of the fixed Liabilities of the Company in terms of the Accounting Standard AS 28 - "Impairment of Liabilities" as at the Balance Sheet date and is of the opinion that no such provision for impairment is required.

Additional information pursuant to paragraph 4D of part II of Schedule VI to the Companies Act, 1956. Expenditure / Remittance in Foreign Currency

Disclosure pertaining to Accounting Standard 29 - "Provisions, Contingent Liabilities and Contingent Assets" issued by The Institute of Chartered Accountants of India are given below.

Previous year''s figure have been re-grouped and rearranged wherever necessary.

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Mar 31, 2013

A. Corporate Information

Tantia Constructions Limited (The Company'') is one of the most experienced civil infrastructure solutions providers in India. Incorporated as a private limited Company in 1964 which became public limited Company in 1982, the Company is engaged in executing critical infrastructure projects. It began operations in the railways segment and over the years extended to seven core infrastructure segments of railways, roads, urban development, infrastructure and industrial fabrication, power, marine and aviation.

Contingent Assets are neither recognized nor disclosed in the Financial Statements.

The rights, preferences and restrictions attaching to each

class of shares

Class: Equity Shares

i) The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual

ii) 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 the proportion to the no. of shares held by the shareholder.

Class Preference Shares

The Company had issued cumulative redeemable preference shares having a par value of Rs. 10 per share on January 8, 2005. The preference share holders do not carry any voting right at shareholders meeting except in case of special meeting of preference share holders only. The preference share holders are entitled to dividend @ 10.5% on prorata basis before equity share holders are paid dividend. The preference shares are redeemable at the option of shareholder with a notice of 90 days or at the option of the Company with 30 days notice within a maximum period of

10 years from the date of issue. In the event of liquidation of the Company, the holders of preference shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts and before distribution of anything to the equity share holder. The distribution will be in the proportion to the no. of shares held by the shareholder.

Disclosure of terms of any securities convertible into Equity/Preferential Shares along with earliest date of conversion

FCCB - The Company has issued on July 17, 2007, 7500, 1% Foreign Currency Convertible Bonds due in the year 2012 at 100% of US $1000 each aggregating to US $7.5 million to finance capital expenditure. The bondholders have an option of converting these bonds into shares at an initial conversion price of Rs. 140.00 per share (including the premium of Rs. 130/- each) with a fixed rate of conversion of Rs. 40.38 per US $ at any time on or after July 17, 2007 up-to July 5, 2012. The bonds are also redeemable at the option of the Company at a minimum rate of 130% of the early redemption amount in case of early redemption on any date after 24 months from the issue date and up to July 5, 2012. Unless previously redeemed, converted or repurchased and cancelled, the bonds will be redeemed at 137.92% of its principal amount on the maturity date.

Out of the above proceeds and in terms of the objects of the issue, the Company has utilized Rs. 2,812 (Previous Year Rs. 2,812) for financing capital expenditure and Rs. 115 for FCCB issue expenses. The amount of foreign exchange fluctuation and FCCB issue expenses have been charged to profit and loss account of the relevant year(s).

During the financial year 2010-11, the Company had opted to Buy Back 5000 FCCB in line with the terms of RBI Circular no RBI/2008-09/317 A.P. (DIR Series) Circular no. 39 dtd. 08.12.2008 read with Circular no RBI/2009-10/367 A.P. (DIR Series) Circular no. 44 dtd 29.03.2010 issued in this regard. The Buy Back was completed at a mutually decided discount of 25% on the accredited value of the bonds.

During the financial year the Company has redeemed the balance 2500 FCCB on the maturity date as per the terms of the issue at 137.92% of its principal amount.

SHARE WARRANTS - The Committee of Directors of the

Company at their meeting held on June 11,2011 have allotted 24,50,000 Convertible Warrants to the Promoters/Promoter Group Companies on Private Placement/Preferential Basis, pursuant to Shareholder''s approval by way of Postal Ballot, results of which was declared on March 9, 2011 on such terms and conditions duly approved by the Shareholders.

Out of total allotted 24,50,000 Convertible Warrants, the Board of Directors of the Company at their meeting held on February 13, 2012 allotted 8,50,000 Equity Shares to the Promoters/Promoters Group Companies pursuant to conversion of equivalent number of Warrants as per terms of the issue. Further, the Committee of Directors of the Company at their meeting held on December 8,2012 allotted 16,00,000 Equity Shares to the Promoters/Promoter Group Companies pursuant to conversion of equivalent number of Warrant which was placed with the Board of Directors at their meeting held on February 13,2013 which was approved by the Board. The entire issued Equity Shares of the Company are listed on Stock Exchange and shall rank pari-passu with the existing Equity Shares of the Company in all respects.

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure under Clause 32 of the Listing Agreement has not been given.

Current tax is determined in respect of taxable income for the year based on applicable tax rates and Laws.

Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.

The contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna for development and widening of roads in Patna had been prematurely terminated by the Govt, of Bihar on April 30, 2008. The company had taken necessary remedial measure through Honorable High Court of Calcutta. Arbitrator was appointed in the matter to adjudicate the claim filed by the Company and the Arbitrator has since published award in favour of the company which has been contested by the Road Construction Department, Bihar State Government in the court of law. No provision has been made in the accounts as the matter is subjudice.

Disclosure in accordance with Accounting Standard - 7 (Revised 2002) on "Accounting for Construction Contract" issued

by The Institute of Chartered Accountants of India is as under:

As required by Accounting Standard 15 (Revised) "Employee Benefits" the following table summaries the components of net expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the respective plans.

The Company operates under a major segment namely "Core Infrastructure" and under other segments. Since the segment revenue from external customers for each of the other segments is below 10% of total revenue and the carrying amount of assets for each other segments are below 10% of the carrying amount of all assets, reporting under AS-17 on "Segment Reporting" has not been made. as at and for the year ended March 31, 2013

Disclosure on Related Party Transactions as per AS 18 on "Related Party Disclosures" issued by The Institute of Chartered Accountants of India:

Related Parties with whom transactions have taken place during the year:

* The Financial Statement of the subsidiary was audited by other auditors and the same has been incorporated based on that.

Particulars of Transactions during the year: (Rs. in Lakhs)

Joint Venture disclosure as per Accounting Standard 27 on "Financial reporting on interests in Joint Venture":

i. Financial interest in the Jointly controlled Entities (Contd.) (Rs. jn Lakhs)

"Financial Statements of these Joint Ventures are yet to be audited and figures have been considered based on provisional Financial Statement

The Company has reviewed the possibility of any impairment of the fixed assets of the Company in terms of the Accounting Standard AS 28 - "Impairment of Assets" as at the Balance Sheet date and is of the opinion that no such provision for impairment is required.

Additional information pursuant to paragraph 4D of part II of Schedule VI to the Companies Act, 1956. Expenditure / Remittance in Foreign Currency

Disclosure pertaining to Accounting Standard 29 - "Provisions, Contingent Liabilities and Contingent Assets" issued by The

Previous year''s figure have been re-grouped and re-arranged wherever necessary.

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Mar 31, 2012

A. Corporate information

Tantia Constructions Limited ('The Company') is one of the most experienced civil infrastructure solutions providers in India. Incorporated as a private limited Company in 1964 which became public limited Company in 1982, the Company is engaged in executing critical infrastructure projects. It began operations in the railways segment and over the years extended to seven core infrastructure segments of railways, roads, urban development, infrastructure and industrial fabrication, power, marine and aviation.

Note: 1A. The rights, preferences and restrictions attaching to each class of shares

Class : Equity Shares

i) The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting.

ii) 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 the proportion to the no. of shares held by the shareholder.

Class : Preference Shares

The Company had issued cumulative redeemable preference shares having a par value of Rs. 10/- per share. The preference share holders do not carry any voting right at shareholders meeting except in case of special meeting of preference share holders only. The preference share holders are entitled to dividend @ 10.5% on pro-rata basis before equity share holders are paid dividend. The preference shares are redeemable at the option of shareholder with a notice of 90 days within a maximum period of 10 years from the date of issue. In the event of liquidation of the Company, the holders of preference shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts and before distribution of anything to the equity share holder. The distribution will be in the proportion to the no. of shares held by the shareholder.

Note: 1B. Disclosure of terms of any securities convertible into Equity/Preferential Shares along with earliest date of conversion FCCB - The Company has issued on July 17, 2007, 7500, 1% Foreign Currency Convertible Bonds due in the year 2012 at 100% of US$ 1000 each aggregating to US$ 7.5 million to finance capital expenditure. The bondholders have an option of converting these bonds into shares at an initial conversion price of Rs. 140.00 per share (including the premium of Rs. 130/- each) with a fixed rate of conversion of Rs. 40.38 per US$ at any time on or after July 17, 2007 up-to July 5, 2012. The bonds are also redeemable at the option of the Company at a minimum rate of 130% of the early redemption amount in case of early redemption on any date after 24 months from the issue date and up to July 5, 2012. Unless previously redeemed, converted or repurchased and cancelled, the bonds will be redeemed at 137.92% of its principal amount on the maturity date.

Out of the above proceeds and in terms of the objects of the issue, the Company has utilized Rs. 2,812 (Pr. Year Rs. 2,812) for financing capital expenditure and Rs. 115 for FCCB issue expenses. The amount of foreign exchange fluctuation and FCCB issue expenses have been charged to profit and loss account of the relevant year(s).

During the last financial year the Company had opted to Buy Back 5000 FCCB in line with the terms of RBI Circular no RBI/2008-09/317 A.P. (DIR Series) Circular no. 39 dtd. 08.12.2008 read with Circular no RBI/2009-10/367 A.P. (DIR Series) Circular no. 44 dtd 29.03.2010 issued in this regard. The Buy Back was completed at a mutually decided discount of 25% on the accredited value of the bonds.

SHARE WARRANTS - The Committee of Directors of the Company at their meeting held on June 11, 2011 have allotted 24,50,000 Convertible Warrants to the Promoters/Promoter Group Companies on Private Placement/Preferential Basis, pursuant to Shareholder's approval by way of Postal Ballot, results of which was declared on March 9, 2011 on such terms and condition duly approved by the Shareholder's are outlined as hereunder;

a. An amount equivalent to at least 25% of the consideration determined as per SEBI (ICDR) Regulation, 2009 must be paid as upfront money on or before the date of allotment of Convertible Warrants and the remaining 75% balance must be paid within a period not exceeding 18 months from the date of issue of said warrants.

b. Each of the said Warrant shall carry a right, entitling its registered owner to apply for one Equity Share of Rs. 10/- each upon conversion of Warrants after making full payment of consideration. In case the Warrant holders do not apply for the Equity Shares of the Company within the aforesaid time period, then the amount paid on each of the said warrant shall be forfeited and all the rights attached to the said warrant shall lapse automatically.

c. The Equity Shares allotted pursuant to conversion of warrants shall rank pari-passu with the existing Equity Shares of the Company in all respects.

Note: 1. CONTINGENT LIABILITIES AND COMMITMENTS

(Rs. in Lakhs)

Sl No. Particulars 2011-12 2010-11

1 Counter guarantees given to Consortium Banks in respect of Contracts in India. Rs. 1,597 (Previous year Rs. 1,759) are held by banks as margin money against the guarantees given by them in addition to the counter guarantees offered by the company for the total non-fund based limit for Bank guarantee of Rs. 62,600 (Previous Year Rs. 54,150). Total figure as shown above includes Rs. 4,158 (Prev. Yr. 4,198) relating to Joint Venture. 62,600 54,150

2 Sale Tax Liability / Works Contract Tax Liability for which the company has preferred an appeal before the Appellate Authorities. 2,007 824

3 Bill Discounting - 1,469

4 Arbitration case for which stay order has been taken 160 -

6 The Company has provided an undertaking to pay in the event of default for loan given by the Banks to its Subsidiaries including fellow Subsidiaries. Outstanding amount of default as on March 31, 2012 was Nil.

7 The company had issued in 2007-08, 7500, 1% Foreign Currency Convertible Bond of US$ 1000 each due in the year 2012 @ 100%, redeemable with premium only if there is no pre-mature conversion. The payment of premium on redemption of Rs. 456 (Previous year – Rs. 246) is therefore contingent in nature as the outcome of which depends on uncertain future events and so not provided for.

Note: 2. CAPITAL AND OTHER COMMITMENTS

- Capital commitment:

The Company has commitment towards purchase of plant & machinery whose aggregate amount is Rs. 103.63 for RMC Divisions at Bhubaneswar, Narayanpur and Taratala.

- Other Commitment:

The Company has a commitment towards purchase of Raw Materials for various projects aggregating to Rs. 40 for which purchase orders have been raised before March 31, 2012.

Note: 3.

The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure under Clause 32 of the Listing Agreement has not been given.

Note: 4.

Current tax is determined in respect of taxable income for the year based on applicable tax rates and Laws.

Note: 5.

Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.

Note: 6.

The contract awarded to the Company by the Bihar State Government for development and widening of roads in Patna had been prematurely terminated by the Govt. of Bihar on April 30, 2008. The company had taken necessary remedial measure through Honorable High Court of Calcutta. Arbitrator has been appointed in the matter to adjudicate the claim filed by the Company and the hearings are in process.

Note: 7.

As required by Accounting Standard 15 (Revised) the following table summaries the components of net expense recognized in the Profit and Loss Account and the funded status and amounts recognized in the Balance Sheet for the respective plans.

Note: 8.

The Company operates under a major segment namely "Core Infrastructure" and under other segments. Since the segment revenue from external customers for each of the other segments is below 10% of total revenue and the carrying amount of assets for each other segments are below 10% of the carrying amount of all assets, reporting under AS-17 on "Segment Reporting" has not been made.

Note: 9.

Disclosure on Related Party Transactions as per AS 18 on "Related Party Disclosures" issued by The Institute of Chartered Accountants of India:

Related Parties with whom transactions have taken place during the year:-

A. Associate Companies and Enterprises over which the key management personnel and its relatives are able to exercise significant influence:

Nigolice Trading (P) Ltd. Infra vision Developers (P) Ltd. Tantia Financial Services Ltd Monobal Vayapar (P) Ltd. Castal Extrusion Private Limited Andromeda Communications (P) Ltd Harsh Leisure (P) Ltd.

B. Subsidiaries

Tantia Sanjauliparkings (P) Ltd. Tantia Infrasturcture (P) Ltd. Tantia Raxaultollway (P) Ltd.

C. Joint Ventures:

RBM Tantia (JV)

Tantia BSBK (JV)

JMC Tantia (JV)

Tantia DBC (JV)

Tantia Simplex (JV)

Tantia Soma (JV)

Tantia Nayak (JV)

Tantia TBL (JV)

Tantia SPML (JV)

Tantia Freyssinet Gilcon (JV)

Tantia Gondwana (JV)

Tantia CCIL (JV)

Tantia EDCL (JV)

Tantia SEC (JV)

Tantia YSCC (JV)

Tantia EPAS (JV)

D. Key Management Personnel and Relatives:

Sri I. P. Tantia (Chairman & Managing Director)

Sri B. L. Ajitsaria (Director – Business Development)

Sri Rahul Tantia (Director - Operations)

Sri Murare Lal Agarwala (Director - Projects)

Ms Rohini Sureka (Vice President - Finance & Accounts)

Pending finalization of the RBM Tantia-JV account, current year's figures are not given.

The Company has reviewed the possibility of any impairment of the fixed assets of the Company in terms of the Accounting Standard 28 – "Impairment of Assets" as at the Balance Sheet date and is of the opinion that no such provision for impairment is required.

Previous year's figure have been re-grouped and rearranged wherever necessary.

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Mar 31, 2011

(Amounts are presented in Rs. in Thousands, except for per share data and quantitative information)

1. Contingent Liabilities (Rs. in Thousand)

Sl. Particulars 31.03.2011 31.03.2010

1 Counter guarantees given to Consortium Banks in respect of Contracts in India. Rs. 1,75,943 (Previous year Rs. 1,53,324) are held by banks as margin money against the guarantees given by them in addition to the counter guarantees offered by the Company for the total non-fund based limit for Bank guarantee of Rs. 54,15,000 (Previous Year Rs. 47,83,900). 5,415,000 4,783,900

2 Sale tax liability / works contract tax liability for which the Company has pre ferred an appeal before the Appellate Authority. 82,381 93,845

3 Bill Discounting 146,902 113,076

4 The demand, if any, that may arise out Amount Amount of search and seizure proceedings initi not not -ated by the Income Tax Authority ascerta ascerta -inable -inable

2 The Company had issued in 2007-08, 7500, 1% Foreign Currency Convertible Bond of US$ 1000 each due in the year 2012 @ 100%, redeemable with premium only if there is no pre-mature conversion. The payment of premium on redemption of Rs. 24,622 (Previous year - 59,303) is therefore contingent in nature as the outcome of which depends on uncertain future events and so not provided for.

3. The Company has issued and allotted on 8th January 2005, 1,40,000 10.50% Cumulative Redeemable Preference shares of Rs. 10 each fully paid up, redeemable at the option of the shareholder with 90 days notice or at the option of the Company with 30 days notice within a maximum period of 10 (ten) years. There was no redemption during the year.

4. Issue of Share Warrants

a) During the year the Company has received application for 24,50,000 Share Warrant of Rs. 84.25 each. The applicants have paid more than 25 % of total value of the warrants and the balance amount is payable within 18 months from the date of allotment, as and when made in one or more tranches at the discretion of allottee. The conversion of these warrants into equity share of the Company, once the entire amount is paid by the subscriber within the stipulated time, is subject to receipt of approval from SEBI and other Competent Authorities.

b) Capital Reserve The Company had received Rs. 10,000 against future call option of 7,14,285 Share warrants in the F. Y. 2008-09. The call was not exercised by the applicants and as per the terms of the issue of warrant, the said amount was forfeited and credited to Capital Reserve during the year 2008-09.

5. Secured Loans

For Cash Credit: - From Banks:

The Company has availed various credit facilities, fund and non-fund based, under consortium arrangement with Banks which are secured on pari-passu basis among the consortium members primarily by hypothecation of entire stock, book debts and other current assets of the Company both present & future.

These facilities are collaterally secured:

- By way of charge on the fixed assets (including Land and shed) of the Company excluding the equipments, machinery and vehicles that are hypothecated to various Banks and Non-Banking Finance Companies under exclusive charges for financing thereof.

- Personal Guarantees of the Chairman & Managing Director and the Director (Operations)

For Equipment and Vehicles Loan:

Term Loans taken from the Banks and NBFC's towards the purchase of equipments, machineries and vehicles are secured by way of hypothecation of assets financed by them. (Amount due within one year ` 1,30,015 (Previous Year: ` 50,300)

6. Unsecured Loans:

I. FCCB

The Company has issued on 17th July, 2007, 7500, 1% Foreign Currency Convertible Bonds due in the year 2012 at 100% of US $1000 each aggregating to US $7.5 million to finance capital expenditure. The bondholders have an option of converting these bonds into shares at an initial conversion price of Rs. 140.00 per share (including the premium of Rs. 130/- each) with a fixed rate of conversion of Rs. 40.38 per US $ at any time on or after 17th July, 2007 up-to 5th July, 2012. The bonds are also redeemable at the option of the Company at a minimum rate of 130 % of the early redemption amount in case of early redemption on any date after 24 months from the issue date and up to 5th July, 2012. Unless previously redeemed, converted or repurchased and cancelled, the bonds will be redeemed at 137.92% of its principal amount on the maturity date.

Out of the above proceeds and in terms of the objects of the issue, the Company has utilised Rs. 2,81,200 (Pr. Year Rs. 2,81,200) for financing capital expenditure and Rs. 11,513 for FCCB issue expenses. The amount of foreign exchange fluctuation and FCCB issue expenses have been charged to profit and loss account of the relevant year(s).

During the year the Company has opted to Buy Back 5000 FCCB in line with the terms of RBI Circular no RBI/2008-09/317 A.P. (DIR Series) Circular no. 39 dtd. 08.12.2008 read with Circular no RBI/2009-10/367 A.P. (DIR Series) Circular no. 44 dtd 29.03.2010 issued in this regard. The Buy Back was completed at a mutually decided discount of 25% on the accredited value of the bonds. The Buy Back was funded by the internal accruals of the Company.

II. Short Term Loans from Banks and NBFC:

Short term loan repayable within 1 year, from Bank is Rs. 1,167,135 and from NBFC is Rs. 34,546.

7. Intangible Asset, shown under Fixed Assets (Schedule – 5) represents the ERP Implementation Expenses (SAP) of Rs. 8,000 which has been amortised over a period of five years, being the estimated life.

8. Cash in Hand includes Rs. 43 (Previous Year nil) held in Foreign currency.

9. The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure under Clause 32 of the Listing Agreement has not been given.

10. Current Liabilities (others) includes Unclaimed Dividend and Unclaimed Share Application money amounting to Rs. 516 (Pr. Year Rs. 378) and Rs. 444 (Pr. Year Rs. 144) respectively at the end of the financial year and the corresponding amount are lying in the designated bank accounts.

11. Current tax is determined in respect of taxable income for the year based on applicable tax rates and Laws.

12. Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.

13. The contract awarded to the Company by the Bihar State Government for development and widening of roads in Patna had been prematurely terminated by the Govt. of Bihar on 30th of April, 2008. The Company had taken necessary remedial measure through Honorable High Court of Kolkata. Arbitrator has been appointed in the matter to adjudicate the claim filed by the Company and the hearings are in process.

14. The Company operates under a major segment namely “Core Infrastructure” and under other segments. Since the segment revenue from external customers for each of the other segments is below 10% of total revenue and the carrying amount of assets for each other segments are below 10% of the carrying amount of all assets, reporting under AS-17 on “Segment Reporting” has not been made.

15. Disclosure on Related Party Transactions as per AS 18 on “Related party disclosures” issued by The Institute of Chartered Accountants of India:

Related Parties with whom transactions have taken place during the year:-

A Associate Companies and Negolice Trading (P) Ltd. Enterprises over which the Beco Industries (P) Ltd. trading (P) Ltd. key management Infravision Developers (P) Ltd. personnel and its relatives are Monobal Vayapar (P) Ltd. able to exercise significant Tantia Trust influence: Castal Extrusion Private Limited Andromeda Communications (P) Ltd Harsh Leisure (P) Ltd.

B Subsidiaries Tantia Sanjauliparkings (P) Ltd.

Tantia Infrastructure (P) Ltd.

Tantia Raxaultollway (P) Ltd.

C Joint Ventures RBM Tantia (JV)

Tantia BSBK (JV)

JMC Tantia (JV)

Tantia DBC (JV)

Tantia Simplex (JV)

Tantia Soma (JV)

Tantia Nayak (JV)

Tantia TBL (JV)

Tantia SPML (JV)

Tantia Freyssinet Gilcon (JV)

Tantia Gondwana (JV)

Tantia CCIL (JV)

Tantia EDCL (JV)

D Key Management Personnel and Sri I. P. Tantia (Chairman & Relatives Managing Director)

Sri B. L. Ajitsaria (Director - Business Development)

Sri Rahul Tantia (Director - Operations)

Sri Murare Lal Agarwal (Director - Projects)

Sri Siddharth Tantia (Vice President - Corporate planning)

Ms Rohini Sureka (Vice President - Finance & Accounts)

Mrs Laxmi Tantia (Wife of Siddharth Tantia)

16. Previous year's figure have been re-grouped and rearranged wherever necessary.

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Mar 31, 2010

(Amounts are presented in Rs. in Thousands , except forper share data an d as otherwise stated)

1. Contingent Liabilities (Rs. in Thousands) Sl. Particulars March 31, 2010 March 31, 2009

1 Counter guarantees given to Consortium Banks in respect of Contracts in India. Rs. 1,53,324 (Previous year 1,19,285) a re held by banks as margin money against the guarantees given by them in addition to the counter guarantees offered by the company for the total non-fund based limit for Bank guarantee of Rs.. 47,83,900. 47,83,900 23,10 ,214

2 Sale tax liability / works contract tax liability for which the company has preferred an appeal before the appellate authority. 93,845 46,418

3 The demand, if any, that may arise out of search and seizure proceedings initiated by the Amount not Income tax authority ascertainable

4 The company had is sued in 2007-08 the 7500, 1% Foreign Currency Convertible Bond of USD $ 1000 each due 20 12 @ 100% , redeem able only if there is no pre-mature conversion. The payment of premium onredemption of Rs.59 ,303 (Previous year 4 2 ,401) is therefore contingent in nature as the outcome of which depends on uncertain future events and so not provided for.

2. The Company has is sued and allotted on 8th January, 2005, 1 0 .50 % 1 ,40,000 cumulative redeem able preference shares of Rs. 10 each fully paid up, redeem able at the option of the shareholder with 90 days notice or at the option of the Company with 30 days notice with in a maximum period of 10 (ten) years. There was no redemption during the year.

3. Issue of Share Warrants The Company had received Rs.10 ,000 being 10 % value against future calloption of 7,14 ,285 Share warrants at a price of Rs.140 / - each (including the premium of Rs.130 / - each ) convertible on or before 31st August, 2008. The call was not exercised by the applicants and as per the term of the issue of warrant , the said amount was forfeited and credited to Capital Reserve during the year 2008-09.

During the year 2008-09, the company has made fresh is sue of 8,00,000 shares warrants @ Rs. 89.12 / - each (including premium of Rs. 79 .12 / - each ). The Allottees of Share warrants issued on September 29 , 2008 have paid the total value. The option was exercised by the applicants and 8,00,000 Equity sharesare issued @ Rs. 89.12 / - each (including premium of Rs. 79.12 / - each) during the year.

4. Secured Loans Fro m Banks & Financial Institutions:

The Company has availed of various credit facilities, fund an d non-fund based, under consortium arrang em ent with banks an d a re secured on paripassu basis among the consortium members prim arily by hypothecation of entire stock, book debts and other current assets of the Company both present & future.

These facilities are collaterally secured

* By way of charge on the fixed assets of the company excluding the equip ments. machinery and vehicles that a re hypothecated to various Non-Banking Finance Companies.

* Personal Guarantees of the Chairman cum Managing Director and the Director (Operations) From Non-Banking Finance Companies:

Term Loans taken fromt he Equipment Finance Companies and N B FC s towards the purchase of equipments , machineries an d vehicles are secured by way of hypothecation of assets financed by them . (Amount due with in one year Rs.50 ,300 (Previous Year: Rs. 58,961)

5. The company has issue don 17th July, 2007, 7500, 1 % Foreign .Currency Convertible Bonds due 20 12 at 100% of US $1000 each aggregating to US $7.5 milion to finance capital expenditure. The bondholders have an option of converting these bonds in to shares at an in itial conversion price of Rs. 140 .00 pershare (including the premium of Rs.130 / - each) with a fixed rate of conversion of Rs. 40.38 per US $at any time on or after 17th July , 2007 up-to 5th July , 20 12. The bonds are also redeem able at the option of the Company at a minimum rate of 1 3 0 % in case of early redemption on any date after 24 months from the issue date and up to 5th July, 20 12. If redeemed, converted or repurchased and cancelled as on 3 1st M arch, 20 10 , it would have redeemed at Rs. 3,96,016 being the intrinsic/book value. Unlesspreviously redeemed, converted or repurchased and cancelled, the bonds will be redeemed at 137.92% of its principal amount on the maturity date. No conversion, redemption, re - purchases and cancellation has been exercised by either party during the year.

Out of the above proceeds an d in terms of the objects of the issue , the Company has utilised Rs. 2,81,200 (Pr. Year Rs. 2,81,200 ) for financing capital expenditure and Rs 11,513 for FCCB issue expenses. The amount of foreign exchange fluctuation and FCCB issue expenses have been charged to profit and loss account. The balance amount of Rs.29 ,339 (Pr. Year Rs. 21,801) has been kept in current account and deposit account with Stae Bank of India, London Branch

6. Intangible asset, shown under Fixe d Assets (Schedule 5) include the ERP Im plem entation Expenses (SAP) of Rs.8,000 which has been amortised as depreciation over a period of five years, being the estim ated life .

7. Based on the inform ation received from the vendors the Company has not come across any vendor who is covered under the Micro, Small and Medium Enterprise Development Act 2006 and hence disc losure, if any, relating to amount unpaid as at the year en d together with interest paid/payable as requied under the said act have not been given .

8. Current Liabilities (others) includes Unclaimed Dividend and Unclaimed Share Application amounting to Rs. 378 (Pr. Year Rs. 283) and Rs. 144 (Pr. Year Rs. 144) respectively at the end of the financial year and the corresponding amount are lying in the designated bank accounts.

9. Current tax is determined in respect of taxable income for the year based on applicable tax rates and Laws.

10. The Company operates under a single segment namely Core Infrastructure . Therefore, reporting under AS-1 7 on Segment Reporting has not been made. During the year under report the company has engaged in business in India hence it is treated as a single geographical segment.

11. The Company has reviewed the possibility of any impairment of the fixed assets of the Company in terms of the Accounting Standard AS 28 Impairment of Assets as at the balance sheet date and is of the opinion that no such provision for impairment is required.

12. Previous years figure have been re - grouped and rearranged wherever ecessary .