Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For leases of Land or Building and equipment, the following factors are normally the most relevant:

-    If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate);

-    If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate);

-    The Company also considers other factors including the costs and business disruption required to replace the leased asset;

-    Most extension options in the leases have not been included in the lease liability, because the Company could replace the assets without significant cost or business disruption.

A member has a right to receive dividend as may be proposed by the board and approved at the annual general meeting. The Equity shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provision of the Act. Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.

The Board of Directors via Circular Resolution approved on 31^st July, 2024 has identified Shapoorji Pallonji Mistry, Firoz Cyrus Mistry and Zahan Cyrus Mistry as additional promoters of the Company with effect from 31^st July, 2024. None of the said additional promoters holds any shares of the Company as on 31^st March, 2025.

NOTE-12.5 : RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO 0.01% NON CUMULATIVE AND NON PROFIT PARTICIPATORY CONVERTIBLE PREFERENCE SHARES:

(a)    The Preference Shares issued were non- cumulative and non profit participating convertible Preference Shares which were carrying a fixed rate of dividend of 0.01% per annum to be paid in priority to the holders of any other class of shares.

(b)    The terms of these Preference Shares were varied with consent of the Preference Shareholder and the special resolution was passed with requisite majority of the members of the Company vide Postal Ballot effective on 30^th November, 2018 whereby the preference shares shall be deemed to be converted into common equity shares of the Company at a price of ' 68.25 per equity share (consisting of par of ' 10 and a premium of ' 58.25) immediately, automatically and without any further act of the parties in the event of conversion of the preference shares by Goswami Infratech Private Limited.

(c)    Every member of the Company holding preference shares were having right to vote in the general meeting of the Company on resolutions placed before the Company which directly affect the rights attached to this preference shares.

(d)    On Mandatory conversion date i.e.13^th January, 2024, pursuant to the resolution passed by the Stakeholders Relationship Committee of the Company on 13^th January, 2024 and in terms of the conversion terms stated in 12.4 (b) above, the said Preference shares were converted into equity shares of the Company and the said Preference shareholder (i.e. Floreat Investments Private Limited) was allotted 1,46,52,015 equity shares of ' 10 /- each against the conversion of 10,00,00,000 Preference shares of ' 10/- each held by it. Accordingly, the Preference Shares held by Floreat Investments Private Limited stands extinguished. Resultantly, the equity shareholding of Floreat Investments Private Limited as on 31^st March 2024 stands increased from 1,30,15,929 equity shares to 2,76,67,944 equity shares of face value of ' 10/- each.

(a)    The preference shares issued were entitled to fixed non-cumulative preference dividend at the fixed rate of 0.01% per annum which were be paid in priority to the holder of any other class of shares. According to the terms and conditions, which were approved by the equity shareholders via passing special resolution on 17^th July, 2020, the preference shares had early conversion rights at any time on or after 31^st July, 2020 ("Early conversion date") prior to 13^th January 2024 ("Mandatory conversion date").

(b)    Every member of the Company holding preference shares has a right to vote in the general meeting of the Company on resolutions placed before the Company which directly affect the rights attached to this preference shares, in accordance with the provision of section 47 of Companies Act, 2023.

(c)    The preference share and all equity shares issued on the conversion of the preference shares shall be freely transferable at the option of the holders of the preference shares. The Company confirms that the Board of Directors of the Company has duly approved the issuance and the terms of the preference share, including the right of the preference shareholder to freely transfer the preference shares and the equity shares issued on the conversion of the preference shares and the Board of Directors of the Company shall not raise any objections under Article 37 of the Articles to any such transfer.

(d)    On return of capital on a liquidation or otherwise of the assets of the Company, the holder of preference shares were entitled, in priority to any payment to the holders of any other class of shares, to be repaid a sum equal to the capital paid up or credited as paid up on the preference shares held by it and all arrears and accruals (if any) of the preferential dividend calculated up to the date of the commencement of the winding-up (in case of winding-up) or the return of capital (in any other case).The preference shares were not conferred any further right to participate in the profits or assets of the Company except as mentioned above.

(e)    The terms and conditions of compulsory convertible preference shares held by Goswami Infratech Private Limited (GIPL) were amended in 2022 by varying / deferring the Early Conversion date 'on or after 31^st January 2023 from 'any date on or after 31^st July 2020 via passing a special resolution. Accordingly the preference shares were carrying rights of automatically and mandatorily be converted into equity shares on 13^th January, 2024 ("mandatory conversion date") or any early date of conversion at the instruction of the Preference shareholder ("early conversion date").

(f)    As per the terms and conditions, on mandatory conversion date or the early conversion date, as the case maybe, the preference shares were to be converted into such number of equity shares of the Company constituting 74% of the outstanding equity share capital and convertible preference shares of the Company calculated on a fully diluted basis on the date of issue (i.e. 14^th January, 2008) resulting into 24,65,40,258 equity shares of the Company. Such equity shares of the Company shall at all times constitute at least 72% (seventy-two per cent) of the outstanding equity shares of the Company on a fully diluted basis.

(g)    During the year ended 31^st March, 2024, on mandatory conversion date, pursuant to the resolution passed by the Stakeholders Relationship Committee of the Company on 13^th January, 2024 , the said preference shares were converted into equity shares of the Company and the said Preference shareholder (i.e.Goswami Infratech Private Limited) were allotted 24,65,40,258 equity shares of ' 10/- each against the conversion of 25,00,00,000 preference shares of ' 10/- each held by GIPL. Accordingly, the preference shares held by Goswami Infratech Private Limited stands extinguished. Resultantly, the equity shareholding of Goswami Infratech Private Limited as on 31^st March 2024 was 24,65,40,258 equity shares of face value of ' 10/- each.

NOTE-12.7 : RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO 0.01% FULLY AND COMPULSORILY CONVERTIBLE NON-CUMULATIVE, NON PARTICIPATORY PREFERENCE SHARES:

(a)    The preference shares issued were entitled to fixed non-cumulative preference dividend at the fixed rate of 0.01% per annum which were be paid in priority to the holder of any other class of shares. According to the terms and conditions, the preference shares had early conversion rights at any time on or after 14^th February, 2024 ("Early conversion Date") prior to 21^st March, 2024 ("Mandatory Conversion Date").

(b)    Every member of the Company holding preference shares has a right to vote in the general meeting of the Company on resolutions placed before the Company which directly affect the rights attached to this preference shares.

(c)    On return of capital on a liquidation or otherwise of the assets of the Company, the holder of preference shares were entitled, in priority to any payment to the holders of any other class of shares, to be repaid a sum equal to the capital paid up or credited as paid up on the preference shares held by it and all arrears and accruals (if any) of the preferential dividend calculated up to the date of the commencement of the winding-up (in case of winding-up) or the return of capital (in any other case).The preference shares were not conferred any further right to participate in the profits or assets of the Company except as mentioned above.

(d)    As per the terms and conditions, on Mandatory Conversion Date or the Early Conversion Date( as the case may be) the preference shares shall be converted into such number of equity shares of the Company at the price of ' 132 per equity shares (consisting of par of ' 10 and a premium of ' 122 per share) provided that in case of any fraction arising on conversion of preference shares into equity shares, such fraction equity shares shall be rounded off to the nearest number.

(e)    Pursuant to the consent of the preference shareholder received vide their letter dated 29^th December, 2023 and there other class preference shareholder on 1^st January, 2024 and 2^nd January, 2024 respectively , the Board of Directors of the Company had pursuant to its resolutions taken at its meeting held on 5^th January, 2024 initiated the action to obtain shareholders approval to the variation of the terms of the preference shares held by the preference shareholder (Shapoorji Pallonji and Company Private Limited) to provide for an option to the preference shareholders for exercise of right of an early conversion of the said preference shares on any day on or after 14^th February, 2024 but prior to the mandatory conversion date of 21^st March, 2024. Accordingly, the requisite approval of the equity shareholder to the said variation of the terms of the preference shares was accorded on 8^th February, 2024 vide Postal Ballot Process.

(f)    Shapoorji Pallonji and Company Private Limited vide its letter date 12^th February, 2024 requested for early conversion of the said preference shares on 14^th February, 2024. Accordingly, pursuant to the resolution passed by the Board of Directors of the Company on 14^th February, 2024, the said preference shares were converted into equity shares of the Company and the said Preference shareholder (i.e. Shapoorji Pallonji and Company Private Limited) was allotted 75,75,758 equity shares of ' 10 /- each against the conversion of 10,00,00,000 preference shares of ' 10/- each held by it. Accordingly, the preference shares held by Shapoorji Pallonji and Company Private Limited stands extingushed. Resultantly, the equity shareholding of Shapoorji Pallonji and Company Private Limited as on 31^st March, 2024 stands increased from 4,91,05,652 equity shares to 5,66,81,410 equity shares of face value of ' 10/- each.

NOTE-12.9

For the period of Five years immediately preceding the date as at which the Balance Sheet is prepared:

i)    Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash: Nil

ii)    Aggregate number and class of shares allotted as fully paid up by way of bonus shares: Nil

iii)    Aggregate number and class of shares bought back: Nil

NOTE 12.10

The word company used in the Standalone Balance Sheet and Standalone Statement of Profit & Loss including the accompanying notes to accounts is defined as "Afcons Infrastructure Limited" including all of its branches and Joint Operations.

NOTE 12.11

The Board at its meeting held on 23^rd May, 2025, has recommended a dividend of ' 2.50 per share on equity share of ' 10 each (25%) subject to approval of members of the Company at the forthcoming Annual General Meeting.

Nature and purpose of each reserve within other equity Capital reserve

The capital reserve is on account of acquisition of subsidiary companies Capital redemption reserve

As per the provisions of Companies Act, capital redemption reserve is created out of the general reserve for the amount equivalent to the paid up capital of shares bought back by the Company.

Securities premium account

Where Company issued shares at a premium, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to a "securities premium account" as per the provisions of applicable Companies Act. This reserve is utilised as per the provisions of the Companies Act.

Contingency reserve

The contingency reserve was created to protect against loss for amounts due from a partnership firm.

General reserve:

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.

Foreign currency translation reserve:

Exchange differences relating to the translation of the results and net assets of the foreign operations from their functional currencies to the presentation currency (i.e. ' ) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.

Retained earning and dividend on equity shares:

This represent the surplus / (deficit) of the profit or loss. The amount that can be distributed by the Company to its equity shareholders is determined considering the requirements of the Companies Act, 2013. Thus, the amount reported above are not distributable in entirety.

Reserve for equity instrument measured through other comprehensive income

This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(iv) Secured by first charge by way of equitable mortgage on the immovable properties of the Company situated at Andheri, Mumbai and Delhi (mortgage during the year) on a pari passu basis. Company’s stock of construction material, stores, WIR Trade Receivables is further secured under IOM (excluding current assets of High speed Rail project) and first charge on movable plant & machinery of the Company upto 50% of the fund based limits with other term lenders on pari passu basis and also by goods covered under letters of credit.

NOTE-20.3

(i)    Security:

Secured by first charge by way of equitable mortgage on the immovable properties of the Company situated at Andheri, Mumbai and Delhi (mortgage during the year) on a pari passu basis. The Company’s stock of construction material, stores, WIR Trade Receivables is further secured under indenture of mortgage (excluding current assets of High Speed Rail project) and first charge on movable plant & machinery of the Company upto 50% of the fund-based limits with other term lenders on a pari passu basis. Cash credit facility / working capital demand loan is further secured by the Company’s proportionate share of current assets in all the joint ventures both present and future.

(ii)    Interest:

Cash credit facility and working capital demand loan from banks carry interest ranging from @ 9.09% to @ 10.65% per annum (As at 31^st March, 2024 interest ranging from @ 8.15% to @ 10.30% per annum). Buyers Credit carry interest ranging from @ 3.07% to @ 5.39% per annum (As at 31^st March, 2024 interest ranging from @ 4.63% to @ 6.30% per annum)

Notes:

* The Company has received a demand and a show cause notice amounting to ' 239.00 Crore and ' 244.64 Crore respectively with respect to liability on account of royalty payable on Murrum used in one of the projects. Subsequent to the show cause notice, the Company has obtained a stay order on the same. Further, based on legal opinion, the Company expects that the claim is highly unlikely to materialise.

The Company has implemented the decision given in the Supreme Court Judgement in case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1 (33)2019/Vivekananda Vidya Mandir/284) dated 20^th March, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952 w.e.f. 1^st April, 2019. Basis the assessment of the management, which is supported by legal advice, the aforesaid matter is not likely to have significant impact in respect of earlier periods.

a. Defined contribution plan

(i)    Provident fund

(ii)    Superannuation fund

(iii)    State defined contribution plans

The provident fund and the state defined contribution plan are operated by the regional provident fund commissioner and the superannuation fund is administered by the Life Insurance Corporation (LIC). Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits.

The total expense recognised in statement of profit or loss of ' 70.40 Crore (for the year ended 31^st March, 2024 ' 64.30 Crore) represents contributions payable to these plans by the Company at rates specified in the rules of the plans.

b. Defined benefit plans(i) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 4 years and 240 days 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 service without any ceiling limit as given under Payment of Gratuity Act, 1972.

Whereas on death of an employee the amount of gratuity payable is amount equivalent to one month salary, payable for each completed year of service or part thereof in excess of six months in terms of Gratuity scheme of the Company or as per payment of the Gratuity Act, whichever is higher.

The gratuity plan of the Company is funded and the Company accounts for gratuity benefits payable in future based on an independent external actuarial valuation carried out at the end of the year using Projected Unit Credit Method.

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting year on government bonds.

Interest risk

A decrease in the bond interest rate will increase the plan liability.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

The risk relating to benefits to be paid to the dependants of plan members (widow and orphan benefits) is re-insured by an external insurance company.

No other post-retirement benefits are provided to these employees.

In respect of the plan, the most recent actuarial valuation of the present value of the defined benefit obligation were carried out as at 31^st March, 2025 by an actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

The Company pays premium of ' 9.68 Crore (Previous year ' 13.23 Crore) to the group gratuity scheme of LIC and the fund is managed by LIC

(v)    Sensitivity Analysis

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting year, while holding all other assumptions constant.

1)    If the discount rate is 100 basis points higher (lower), the defined benefit obligation would decrease by ' 6.00 Crore (increase by ' 6.80 Crore) (as at 31^st March, 2024: decrease by ' 6.82 Crore (increase by ' 7.92 Crore)).

2)    If the expected salary growth increases (decreases) by 1%, the defined benefit obligation would increase by ' 6.65 Crore (decrease by ' 5.98 Crore) (as at 31^st March, 2024: decrease by ' 7.78 Crore (increase by ' 6.83 Crore)).

3)    If the employee turnover increases (decreases) by one year, the defined benefit obligation would decrease by ' 0.78 Crore (increase by ' 0.85 Crore) (as at 31^st March, 2024: decrease by ' 0.67 Crore (increase by ' 0.73 Crore)).

(vi)    Sensitivity analysis method

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the Projected Unit Credit Method at the end of the reporting year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The average duration of the benefit obligation at 31^st March, 2025 is 8 years (as at 31^st March, 2024: 12 years).

The Company expects to make a contribution of ' 18.69 Crore (as at 31^st March, 2024: ' 12.00 Crore) to the defined benefit plans during the next financial year.

d. Compensated Absences

The liability for Compensated absences (non-funded) as at year end is ' 61.58 Crore (as at 31^st March, 2024 ' 57.67 Crore) covers the Company’s liability for sick and privilege leave and is presented as current liabilities, since the Company does not have an unconditional right to defer the settlement of any of these obligations.

The Company makes provision for compensated absences based on an actuarial valuation carried out at the end of the year using the Projected Unit Credit Method.

NOTE-33 : CORPORATE SOCIAL RESPONSIBILITY

Disclosure of Corporate Social Responsibility (CSSR) expenditure in line with the requirement with Guidance Note on "Accounting for Expenditure on Corporate Social Responsibility Activities".

As per Section 135 of the Companies Act 2013, a CSSR Committee has been formed by the Company, The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art, culture, healthcare, destitute care and rehabilitation and rural development projects.

During FY 2024-25 the Company was required to spend ' 4.37 Crore toward CSR activities / projects. However, after adjusting the excess CSR spending of ' 0.63 Crore of the previous years, the CSR obligation of the Company for FY 202425 was ' 3.74 Crore. Accordingly, Company had incurred CSR expenditure of ' 2.84 Crore and the balance unspent CSR amount of ' 0.90 Crore transferred to unspent CSR account.

During the previous year, CSR amount required to be spent by the Company as per section 135 of The Companies Act, 2013 read with Schedule VII thereof during the year i.e. 2% of the last 3 years preceding net profits which comes to ' 1.66 Crore. However, same was eligible for set-off against the accumulated credit of excess voluntary CSR spending of ' 2.12 Crore in the preceding 3 financial years.

Information about major customers:

During the year ended 31^st March, 2025, revenue of ' 1,293.36 Crore arising from a customer in Liberia (Viz. Arcelor Mittal Liberia Limited) contributes to more than 10% of the Company’s revenue. (As at 31^st March, 2024, no customer, individually, contributed 10% or more to the Company’s revenue).

NOTE-36 : AFCONS GUNANUSA JOINT VENTURE (AGJV)

AGJV had submitted claims to ONGC, arising on account of cost overruns due to change orders, in terms of the provisions of the contract. The Joint venture has invoked arbitration in respect of the aforesaid change orders. Claims against change orders and counter claims by ONGC aggregating to approx. ' 400.00 Crore is currently being discussed in arbitration and cross examination of Claimant's witness is being carried out in arbitration.

Based on the assessment, historical experience in similar circumstances and technical evaluation of the aforesaid matters related to claims and counter claims, carried out by Joint Venture's management, after considering the current facts and status of proceedings in arbitration as of date, which is supported by legal opinion, management of joint venture is of the view that the "amount due from customer under construction contract" of ' 124.05 Crore as on 31^st March, 2025 (as at 31^st March, 2024: ' 124.05 Crore) is appropriate and no provision is required to be made as these have been considered as good and fully recoverable by the Management. However, considering that the arbitration proceedings are ongoing, the duration and outcome is uncertain.

NOTE-37 : TRANSTONNELSTROY AFCONS JOINT VENTURE (TAJV)

The Transtonnelstroy Afcons Joint Venture ("the JV") had submitted variations to the client for two projects (package UAA-01 and package UAA-05) arising on account of cost overruns, due to unforeseen geological conditions, delays in handing over of land and change in scope of work etc., in terms of the provisions of the contract with the Chennai Metro Rail Limited ("the client"), which the Management believes is attributable to the client.

During FY 2021-22, Arbitration Panel issued a unanimous award in favour of Joint Venture granting extension of time in terms of number of days (the "claim no. 1 and 2"). The Arbitral Awards on Extension of Time matters (Claim No. 1 and 2) of Contract UAA-01 and UAA-05 were challenged by CMRL before the Ld. Single Judge of Madras High Court and succeeded. The order of the Ld. Single Judge was then challenged by TTA JV before the Hon'ble Division Bench and the same was dismissed vide order dated 1^st February, 2023. The said order of the Hon'ble Division Bench has been challenged before the Hon'ble Supreme Court by TTA JV. The Hon'ble Supreme Court was pleased to admit the SLP filed by TTA JV and the same is registered as Civil Appeal. An early hearing application is filed by TTAJV to list the matters early. However, the Hon'ble Supreme Court did not allow the said application.

Based on the assessment made, both the orders were not challenged by CMRL on the Merits of the Arbitral Award but on the alleged procedural lapses on part of the Tribunal (i.e., no opportunity provided to CMRL on account of two particular documents sought by the Tribunal from TTA JV). Further, the Ld. Single Judge in its Order has also granted liberty to the Parties to go back to the existing Tribunal to get opportunity on the two documents. Also, the Hon'ble Division bench after hearing prima facie case has sought consent of parties on remanding the matter to the same Tribunal. However, since CMRL did not agree for consenting to the same and also the Hon'ble bench does not have special power to direct the parties to go before the same Tribunal, the Hon'ble bench proceeded to hear the matter and pronounced the order. Arbitration proceedings related to claims for cost of extension of time granted in claim no. 1 and 2 and related cost i.e. Claim No. 3 and 3A along with EOT claimed beyond Arbitration Award and associated cost, forming part of Claim No 8 have been kept on hold and shall be initiated based on outcome Civil Appeal of the SLP filed with Hon'ble Supreme Court. Disputes related to release of withheld amount, release of retained amount, refund of amount encashed against Bank Guarantees amounting to ' 25.77 Crore (as at 31^st March, 2024: ' 25.77 Crore) and issuance of final taking over certificate (the "claim no. 8") were being heard before arbitration tribunal. Further, there are counter claims submitted by CMRL amounting ' 1,945.81 Crore. The counterclaims lodged by CMRL arose due to the alleged defective works in the tunnelling i .e. excessive steps and lips in the Tunnel Rings. The Counter claims are mainly towards the contingencies that CMRL may have to incur in future in the form of Rectification works, Loss of revenue and additional maintenance costs during the intended design life due to the said alleged defects in the tunnelling works. On 2^nd August, 2024 and 16^th August, 2024 Arbitral Tribunal has passed unanimous award pertaining to the Project i.e. UAA 01 and UAA 05 respectively where Claim no. 8 - counter claim of CMRL pertaining to package UAA 01 and UAA 05 to the tune of ' 1,945.81 Crore. was rejected and also confirmed the effective date for issuance of Taking over certificate and issuance of Performance certificate by CMRL. In the earlier years, Joint Venture had received two favourable arbitration awards, amounting ' 106.64 Crore and ' 14.67 Crore in few of the other matters. The Client has challenged these arbitration awards before the Hon'ble High Court, Madras. Pending disposal of these matters in the court, client has, upon submission of the bank guarantee by the Joint Venture, deposited part of the award amount with the Joint Venture, pursuant to an interim stay order from Hon'ble High Court, Madras. The arbitration awards amounting to ' 120.81 Crore (as at 31^st March, 2024: ' 120.81 Crore) and interest

on arbitration award of ' 30.63 Crore (as at 31^st March, 2024: ' 30.63 Crore) has been recognised as "Non-current Trade Receivables", "Other non-current financial assets - Interest on Trade Receivables as per Arbitration Awards" respectively, and the amount of ' 79.28 Crore (as at 31^st March, 2024: ' 79.28 Crore) received against such award has been recognised as "Other Non-current Liabilities -Contract Liabilities- Advances from customers". During the current year single bench of High court has passed judgment on 21^st June, 2024 and 31^st January, 2025, setting aside the Arbitration Award of ' 106.64 Crore and ' 14.67 Crore respectively. TTA JV made an appeal to Division Bench High Court against the Order which is listed and posted for final hearing on 06^th June 2025.

Based on the assessment, historical experience in similar circumstances and technical evaluation of the aforesaid matters related to claims and counter claims , carried out by Joint Venture’s management, after considering the current facts and status of negotiation/amicable settlement with the client/ proceedings in arbitration, High Court and Supreme Court as of date, which is supported by legal opinion, management of Joint Venture is of the view that the "amount due from customer under construction contracts" recorded in the books of accounts is based on cost actually incurred and so claimed but not duly compensated. Management of joint venture is confident of getting favourable order/ award and is of the opinion that amount of ' 659.87 Crore (as at 31^st March, 2024: ' 659.87 Crore) recognised towards such variations/ claims in 'Amounts due from customers under construction contracts’ as non-current assets, an amount of ' 120.81 Crore (as at 31^st March, 2024: ' 120.81 Crore) towards the arbitration award recognised as 'Non-current Trade Receivables’, an amount of ' 30.63 Crore (as at 31^st March, 2024: ' 30.63 Crore) interest on arbitration award as "Other non-current financial assets - Interest on Trade Receivables as per Arbitration Awards" and an amount of ' 25.77 Crore (as at 31^st March, 2024: ' 25.77 Crore) bank guarantee encashed by client as "Other financial assets- non-current: Other Receivables", is appropriate and the same is considered as good and fully recoverable. Joint Venture management does not anticipate any loss to be recognised or contingent liability to be disclosed at this stage. However, considering that the negotiation, proceedings in arbitration, High Court and Supreme Court are ongoing, the duration and outcome is uncertain.

NOTE-38 : DAHEJ STANDBY JETTY PROJECT UNDERTAKING (DJPU)

Management of Dahej Standby Jetty Project Undertaking ("DJPU") has submitted variations towards the amount of claims in terms of the provisions of the contract, which were not approved by the Petronet LNG Limited ("the client"). During FY 2018-19, management has invoked arbitration for settlement of their claims against the client.

During the earlier year, an unfavourable award was granted in Arbitration, towards claims of liquidated damages for delay in completion of works by Joint Venture for ' 79.28 Crore (including interest of ' 20.45 Crore). Client has subsequently encashed the bank guarantees given by a Joint Venturer Partner, Afcons Infrastructure Limited of ' 79.28 Crore and recovered the award amount. The amount of encashed Bank Guarantee has been recorded by the Joint Venture as Other Receivables from customer (Other non-current assets) and Payable to JV Partner (non-current borrowings). Thereafter, the Joint Venture has filed petition at Hon’ble High Court, Delhi for setting aside the unfavourable award and also submitted claims for additional cost incurred w.r.t extended stay and acceleration cost, considering that the delay is attributable to the client and in terms of the contractual provisions. This petition is admitted by Hon’ble High Court, Delhi and hearings is currently in process. The Hon’ble High Court Delhi on 22^nd November 2022 directed client to submit an undertaking signed by President (Finance) of client, to the effect that it shall restitute the entire amount in the event Joint Venture succeeds in its challenge to the award. The next hearing is scheduled on 22^nd July, 2025.

Based on the assessment, historical experience in similar circumstances and technical evaluation of the aforesaid matters related to claims, carried out by Joint Venture’s management, after considering the current facts and status of proceedings in High Court as of date, which is supported by legal opinion, management of Joint Venture is of the view that the amount recoverable from the client of ' 79.28 Crore (as at 31^st March, 2024 : ' 79.28 Crore) disclosed as 'Other Receivables’ and the 'amount due from customer under construction contract’ of ' 11.10 Crore (as at 31^st March, 2024: ' 11.10 Crore) is appropriate and no further provision for aforesaid claims and receivables is required to be made as these have been considered as good and fully recoverable by the Management. However, considering that the proceedings in High Court are ongoing, the duration and outcome is uncertain.

(a)    The Company has been legally advised that outstanding interest free advances aggregating to ' 894.68 Crore (as at 31^st March, 2024'858.14 Crore) before elimination made towards financing the unincorporated joint operations do not come under the purview of Section 186 of Companies Act, 2013 as the Company is in the business of constructing and developing infrastructure facilities.

(b)    In view of non-applicability of section 186 of the Companies Act, 2013, the details of particulars required to be made thereunder in the financial statements are not applicable in relation to loan made, guarantee given or security provided. For investments made refer to Note no. 4.

NOTE-40 : CHENAB BRIDGE PROJECT UNDERTAKING ("CBPU")

The Konkan Railway Corporation Limited (KRCL) issued a contract for the construction of a Steel Arch Bridge across the Chenab River on 24^th August, 2004. The project has faced various delays due to revisions in the design basis note (DBN), changes to the arch span, and delays in finalising slope stabilisation and various specifications related to works. These changes were primarily initiated by KRCL, which the management believes are the root causes of the delays and additional expenses incurred by the Company.

As a result of these delays and changes, the Company has raised claims for the period upto June 2013, in arbitration proceedings, seeking reimbursement for additional expenses incurred, including loss of productivity, extended stay costs, categorisation of excavation works, change in alignment of the project. However, the majority of these claims were dismissed unfavourably by the Special Arbitral Tribunal. These unfavourable awards are currently under challenge in the Hon’ble Bombay High Court.

Claims beyond July 2013 are currently being adjudicated by a Standing Arbitral Tribunal mutually appointed by both parties (the Company and KRCL). The costs arising from the extended duration of the project caused by the delays attributable to KRCL, which is one of the key claims under adjudication. Further, a key claim involves increased quantities of structural steel due to changes in the design. In the process of negotiation with KRCL, a committee was appointed by KRCL through the Railway Board has submitted recommendations that favour the Company. However, KRCL has declined to implement these recommendations, and as a result, this matter has been referred to the Standing Arbitral Tribunal for further adjudication.

As of 31^st March 2025, the Company has recorded an amount of ' 192.92 Crore (as at 31^st March, 2024, '192.92 Crore) as "Amount due from customer under construction contract" in its books. This includes ' 115.00 Crore related to the increase in steel quantities due to design changes. This amount reflects costs that have been incurred by the Company but have not been compensated by KRCL. This amount is claimed by the Company based on costs actually incurred, and despite the ongoing arbitration and legal proceedings, the Company is confident of recovering the full amount.

The Company’s management is optimistic about obtaining a favourable judgment in the ongoing arbitration proceedings, as well as the appeal in the Bombay High Court. This optimism is based on the historical experience in similar contract disputes, legal opinion indicating a likely favourable outcome and the technical evaluation of the claims, which suggests that the claims are reasonable and likely to be upheld.

However, given that the arbitration and High Court proceedings are still ongoing, the duration and outcome remain uncertain. Therefore, the ultimate realisation of the amount due from KRCL is subject to consequences associated with the arbitration and legal processes.

NOTE-41

The Company had executed project awarded by the Board of Trustees of the port of Mumbai (MbPT) for Modernisation of the existing Marine Oil Terminal and berths/jetties J1, J2 and J3 at the Multi-cargo Marine Oil Terminal of Jawahar Dweep based in Mumbai Harbour. The project had completed in June 2003.

The Company had gone into arbitration with MbPT for compensation for extended stay related to projects and was successful in getting an award of ' 96.02 Crore including interest till the date of award, in its favour on November 2011. However, the Award was challenged by MbPT u/s 34 of Arbitration and Conciliation Act, 1996 to the Single Bench of Bombay High Court. The Single Bench had set aside the award and passed the order in favour of MbPT. The Company filed an appeal with the High Court of Mumbai for a two bench Judge as against order of Single Bench. The appeal was admitted by the High Court for a hearing by a two bench Judge in the month of April 2018. Considering the legal opinion obtained and facts of the matter, the Company is confident of winning the case and recovering the entire amount from MbPT in future.

The Company had executed projects awarded by Uttar Pradesh Expressways Industrial Development Authority for Construction of Six-lane green field Kannauj to Unnao Expressway (package IV) and Firozabad to Etavah (package II). During the execution of these projects the client issued various change orders which required additional deployment of resources. The expressway was inaugurated and put to use in December 2016. These projects were completed 13 months ahead of schedule.

Due to the various change orders, the Company has raised various claims towards additional expenses on account of change of scope, additional works, royalty claim etc. An amount of ' 221.96 Crore (as at 31^st March, 2024'211.29 Crore) is outstanding towards unbilled receivables and disclosed under note no.8 "Contract assets". The matter is referred to Arbitration. Considering the legal opinion obtained and facts of the matter, the Company is confident of winning the case and recovering the entire amount from Uttar Pradesh Expressways Industrial Development Authority.

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' NOTE-43

(a)    The Company has unbilled receivables towards various ongoing and completed projects disclosed under Note no. 8 'Contract assets’. This unbilled work also includes variations on account of cost overruns due to unforeseen

I

geological conditions, delays in handling over land, change in scope of work, etc. which are under discussions at various levels including customer, in arbitration, Dispute Adjudication Board etc. Based on the discussions and merits of the claims, the management is confident about the recovery of these pending variations with respect to unbilled receivables disclosed under note no.8 "Contract assets".

(b)    The Company has a total net receivable of ' 1,163.45 Crore (as at 31^st March, 2024 : ' 1,455.03 Crore) (including interest on arbitration awards ' 303.41 Crore (as at 31^st March, 2024 : ' 389.67 Crore)) which is a part of Trade Receivables shown under note 5 towards arbitration awards which are won by the Company in past, these arbitration awards have been further challenged by the customers before the session court or higher courts of law. Pending disposal of these matters in the courts, management has recognised the amount as per the arbitration award and part payment has been received by management under Niti Aayog Scheme upon submission of a bank guarantee by the Company, which is disclosed as advances from customers in note no.17 'Contract Liability’. Management is confident about the recovery of the amounts involved in the pending matters at various levels.

NOTE-44

In the earlier years, the Company has from time to time paid advance aggregating to ' 269.55 Crore (Outstanding as on 31^st March, 2025 ' 112.19 Crore (including interest of ' 7.78 Crore)) (Outstanding as on 31^st March, 2024 ' 269.55 Crore) to a Subcontractor viz Shapoorji Pallonji and Company Private Limited in connection with undertaking the designing and interior work of the stations for elevated metro projects at Bangalore, Mumbai, Ahmedabad, and Kanpur awarded to it against the security of Letter of Comfort provided by the subcontractor.

However, since the subcontractor could not execute the work for the station work referred to above, the Company got this station work done on its own. As per terms of Letter of Comfort, subcontractor was to refund this advance to the Company, however due to certain financial difficulties subcontractor has not been able to refund advance given to it under the subcontract.

Considering the fact that aforesaid projects is nearing completion, said advance has been classified as other current financial assets as advance to vendor recoverable in cash.

NOTE-45

The Joint Operations have mentioned in their financial statement that as per the terms of agreement parent is committed to provide additional funds as may be required to meet the working capital requirements of such Joint Operations.

Basis management’s assessment, parent is committed to provide and can adequately source additional funds as may be required to meet the working capital requirements of these Joint Operations.

As on 31^st March, 2025, an amount of ' 558.02 Crore (as at 31^st March, 2024'558.62 Crore) (excluding Joint Operations) is receivable towards GST Input Credit which includes unutilised credit of inputs and input service on account of inverted duty structure. The Company has a robust Order book position of more than ' 31,800 Crore across India and there are several projects which are under the pipeline. Further, the Company has initiated Arbitration towards variations and Time related claims with respect to various projects and management expects favourable awards in these claims/ arbitration. Considering the facts as mentioned above, there is no doubt about the utilisation of the GST input credit balance against the future liabilities and the same is considered good.

NOTE-47 : GOING CONCERN RELATED ASSESSMENT PERFORMED BY JOINT OPERATIONS a) Afcons Sener LNG Constructions Projects Pvt. Ltd.

Material uncertainty related to going concern:

The auditor of Joint Operations "Afcons Sener LNG Constructions Projects Private Limited" has given a note to accounts in financial statement relating to going concern assumption used for preparation of financial statements. Basis the Company’s assessment company can adequately source the funding required of the mentioned Joint Operations.

NOTE-48 : ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III

(i)    Details of benami property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii)    Borrowings secured against current assets

The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(iii)    Relationship with struck off companies

Relationship with Companies whose name is struck off under section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

(iv)    Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(v)    Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vi)    Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by Company from banks and financial institutions have been applied for the purposes for which such loans were taken.

(vii)    Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii)    Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix)    Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x)    Utilisation of borrowed funds and share premium

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

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

b.    provide any guarantee, security or the like on behalf of the ultimate beneficiaries

B.    The Company has 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:

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

b.    provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(xi)    Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(xii)    The Company is not declared as a wilful defaulter by any bank or financial institution or other lender during any reporting period.

(xiii)    The Company does not have any investment property during any reporting period, the disclosure related to fair value of investment property is not applicable.

NOTE-49 : FINANCIAL INSTRUMENTS NOTE-49.1 : CAPITAL MANAGEMENT

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 14 and 20) offset by cash and bank balances and total equity of the Company.

The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital and the risks associated with each class of capital.

NOTE-49.3 : FINANCIAL RISK MANAGEMENT OBJECTIVES

The Company’s corporate treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk assessment and analyses forex exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The risk management is governed by the Company’s policy approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, the use of financial derivatives and non-derivative financial instruments. Compliance with policies and exposure limits is reviewed on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

NOTE-49.4 : MARKET RISK

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

NOTE-49.5 : FOREIGN CURRENCY RISK MANAGEMENT

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions in various countries. Foreign currency risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency ('). The risk is measured through a forecast of highly probable foreign currency cash flows.

NOTE-49.5.1 : FOREIGN CURRENCY SENSITIVITY ANALYSIS

The Company is mainly exposed to the currency of USD, EURO, BDT, GHS, ZMW, MUR, MZN, MRU and MVR.

The following table details the Company’s sensitivity to a 5% increase and decrease in the Indian Rupee against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding on receivable and payables in the Company at the end of the reporting year. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in the profit or equity where the Indian Rupee strengthens 5% against the relevant currency. For a 5% weakening of the Rupee against the relevant currency , there would be a comparable impact on the profit or equity, and the balances below would be negative. The impact of 5 % is also applicable on outstanding foreign currency loans as on the reporting date.

NOTE-49.5.2 : DERIVATIVE FINANCIAL INSTRUMENTS

There are no derivative financial instruments outstanding at the end of the reporting year.

NOTE-49.6 : INTEREST RATE RISK MANAGEMENT

The Company is exposed to interest rate risk because entities in the Company borrow foreign currency and local currency funds at floating interest rates. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

NOTE-49.6.1 : INTEREST RATE SENSITIVITY ANALYSIS

The sensitivity analysis below have been determined based on the exposure to interest rates for both derivatives and nonderivative instruments at the end of the reporting year. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's profit for the twelve month ended 31^st March, 2025 would decrease/increase by ' 4.21 Crore (31^st March, 2024: decrease/ increase by ' 4.17 Crore). This is mainly attributable to the Company's exposure to interest rates on its variable rate borrowings.

NOTE-49.7 : OTHER PRICE RISKS

The Company is exposed to equity price risks arising from equity investments. Certain of the Company's equity investments are held for strategic rather than trading purposes.

NOTE-49.7.1 : EQUITY PRICE SENSITIVITY ANALYSIS

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting year.

If equity prices had been 5% higher/lower:

Other comprehensive income for the year ended 31^st March, 2025 would increase / decrease by ' 0.01 Crore (31^st March, 2024: decrease/increase by ' 0.01 Crore) as a result of the changes in fair value of equity investments measured at FVTOCI.

NOTE-49.8 : CREDIT RISK MANAGEMENT

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk arises from investment in debt instruments, loans, trade receivables, other receivables, cash and bank balance and derivate financial instruments.

The Company is exposed to credit risk on its financial assets, which comprise cash and cash equivalents, bank deposits, trade receivables and loan receivables. The exposure to credit risks arises from the potential failure of counterparties to meet their obligations. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial instruments.

Cash and cash equivalents, bank deposits are held with only high rated banks/financial institutions, credit risk on them is therefore insignificant.

Trade receivables and loan receivable

The Company assesses and manages credit risk on an internal credit evaluation system. It is performed by the finance team in conjunction with the relevant business teams depending on the nature and type of the financial asset being evaluated.

The customer base of the Company highly comprises of government parties. Further, Company is having certain short term loan receivables from the Group entities. Collateral is generally not obtained from customers. Other customers are subject to credit verification procedures including an assessment of their independent credit rating, financial position, past experience and industry reputation.

(A)    To measure the expected credit losses on (a) trade receivables from government parties, and (b) trade receivables and loan receivables from group companies, they have been considered to enjoy the low credit risk as they meet the following criteria:

i)    they have a low risk of default,

ii)    the counterparty is considered, in the short term, to have a strong capacity to meet its obligations in the near term, and

iii)    the Company expect, in the longer term, that adverse changes in economic and business conditions might, but will not necessarily, reduce the ability of the borrower to fulfill its obligations.

(B)    Cash and cash equivalents, bank deposits are held with only high rated banks/financial institutions, credit risk on them is therefore insignificant.

(C)    For other trade receivables (including contract assets), the Company applies 'Expected Credit Loss’ model for recognising impairment loss on trade receivables as well as contract asset

The measurement of ECL depends on whether credit risk has increased significantly since initial recognition. These credit risk are regularly monitored based on historic turnover activity and credit performance of every customer. In addition, overdue receivable balances are monitored and actioned on a regular basis. When the credit risk has not increased significantly after initial recognition, a provision shall be made for the 12-month expected loss, otherwise shall be made for the entire lifetime.

The Company considers the probability of default upon initial recognition of asset and whether there is a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information which considers multiple factors such as:

-    internal credit rating

-    external credit rating (as far as available)

-    actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower’s ability to meet its obligations

-    actual or expected significant changes in the operating results of the borrower

-    significant increase in credit risk on other financial instruments of the same borrower

-    significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements

-    significant changes in the expected performance and behaviour of the borrower, including changes in the payment status of borrowers in the group and changes

in the operating results of the borrower.

The Company has used practical expedient by computing expected credit loss allowance for trade receivable by taking into consideration payment profiles of sales over a period of 60 months before the reporting date and the corresponding historical credit loss experiences within this period. The historical loss rates are adjusted to reflect current and forward looking information on macro economic factors affecting the ability of the customers to settle the receivables. The

expected credit loss is based on the Ageing of the days, the receivables due and the expected credit loss rate. In addition, in case of event driven situation as litigations, disputes, change in customer's credit risk history, specific provisions are made after evaluating the relevant facts and expected recovery.

Refer note 5 and note 8 for reconciliation of expected credit loss balance on financial assets.

NOTE-49.9 : LIQUIDITY RISK MANAGEMENT

Ultimate responsibility for liquidity risk management rests with the management, which has established an appropriate liquidity risk management framework for the management of the Company's short-term, medium-term, and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

NOTE-49.9.1: LIQUIDITY RISK TABLE

The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include principal cash flows along with interest. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

The Company is exposed to credit risk in relation to guarantees given. The Company's maximum exposure in this respect is the maximum amount the Company could have to pay if the guarantee is called on. Based on expectations at the end of the reporting period, the Company considers that it is more likely that such an amount will not be payable under the arrangement. However, this estimate is subject to change depending on the probability of the counterparty claiming under the guarantee which is a function of the likelihood that the beneficiary under the guarantee may default.

For Contractual maturities of lease liabilities refer note 51 (iii).

NOTE-49.10 : FAIR VALUE MEASUREMENTS

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

(ii) Unsatisfied performance obligations:

The aggregate amount of transaction price allocated to performance obligation that are unsatisfied as at the end of reporting period is ' 39,538.36 Crore (as at 31^st March, 2024'35,631.26 Crore). Management expects that about 40% of the transaction price allocated to unsatisfied contracts as of 31^st March, 2025 will be recognised as revenue during next 12 months depending upon the progress of each contracts. The remaining amount is expected to be recognised in subsequent years.

* The contract assets and liabilities undergo a change periodically, due to changes in the contractual estimates for the projects on account of any change in scope of work, unprecedented delays, etc. During the year the Company has additionally recognised a loss allowance for contract assets in accordance with Ind AS 109.

(i)    Contract assets represents balances due from customers under construction contracts that arise when the aggregate of contract cost incurred to date plus recognised profits (or minus recognised losses as the case may be) exceeds the progress billing.

(ii)    Contract liabilities relating to construction contracts are balances due to customers, these arise when a particular milestone payment exceeds the revenue recognised to date under the input method and advance received in long term construction contracts. The amount of advance received gets adjusted over the construction period as and when invoicing is made to the customer

(v)    Extension and termination options

Extension and termination options are included in a number of Land, Office Premises, Houses and Godowns leases across the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company’s operation. The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.

(vi)    Practical expedients applied :

In applying Ind AS 116, the Company has used the following practical expedients permitted by the standard:

-    applying a single discount rate to a portfolio of leases with reasonably similar characteristics

-    accounting for operating leases with term less than 12 months as short-term leases

-    using hindsight in determining the lease term where the contract contains option to extend or terminate the lease

-    excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application.

(vii)    The lessee’s range of weighted average incremental borrowing rate applied to the lease liabilities for the entire group was 9.25%.

(viii)    Lessor accounting

The Company did not need to make any adjustments to the accounting for assets held as lessor under operating leases as a result of the adoption of Ind AS 116.

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13^th November, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

NOTE-54

As of 31^st March, 2025 the Company has an outstanding receivables amounting to ' 95.51 Crore (including interest of ' 2.74 Crore) (outstanding as on 31^st March, 2024'92.77 Crore) from SP Jammu Udhampur Highway Limited (SP Juhi) under the EPC contract for the Jammu Udhampur Road Project of NHAI. SP Jammu Udhampur Highway Limited (SP Juhi) had assigned the same to Shapoorji Pallonji Solar Holdings Pvt Ltd. (SP Solar) vide deed of assignment dated 20^th July, 2022 between SP Juhi and SP Solar, which got subsequently merged with Shapoorji Pallonji Infrastructure Capital Co Pvt Ltd.

NOTE-55

During the quarter ended 31^st December, 2024, the Company has completed an Initial Public Offering ('IPO') aggregating to ' 5,430.00 Crore comprising of 11,73,27,139 equity shares. The issue comprised of Fresh issue of 2,70,46,362 equity shares aggregating to IPO proceeds of ' 1,250.00 Crore (i.e. face value of ' 10 per share and securities premium of ' 409/-on 5,10,592 equity shares allotted under employee reservation and ' 453/- per share on 2,65,35,770 equity shares allotted to others) and Offer for Sale ("OFS") of 9,02,80,777 equity shares aggregating to proceeds of ' 4,180.00 Crore (i.e.face value of ' 10 each per share and share premium of ' 453/- per share). Pursuant to the IPO equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 4^th November, 2024.

The Company's share of total offer expenses are ' 35.37 Crore. The details of IPO proceeds '1,250.00 Crore (net of IPO expenses of ' 35.37 Crore) which were utilised as at 31^st March, 2025 are summarised in table below.

The Income Tax Department ("the Department") conducted a Survey ("the Survey") under Section 133A of the Income Tax Act on the Company during the quarter ended 31^st March, 2025. As on the date of issuance of these financial results/statements, the Company has not received any communication from the Department regarding the outcome of the Survey. While uncertainty exists regarding the ultimate outcome of the proceeding, the Company after considering available information, as of the date of approval of these financial results/statements has not identified any adjustments, disclosures or any effect to the current or prior period financial statements or financial information.

NOTE-57

The standalone financial statement is approved and adopted by the Board of Directors in it’s meeting held on 23^rd May, 2025.