6.1 (a) Investment in equity instrument of Shree Shubham Logistics Limited includes H 6.26 Crores arising on initial recognition of investment in 4% redeemable preference shares at fair value and H 4.21 Crores arising on initial recognition of financial guarantee, given by the Company on behalf of Shree Shubham Logistics Limited, at fair value.

(b) 1,44,64,066 (previous year - 1,44,64,066) Equity shares of Alipurduar Transmission Limited (ATL) and 1,90,63,044 (previous

year - 1,90,63,044) shares of Kohima-Mariani Transmission Limited are pledged.

(i) During the FY 2020-21, the Company has completed the transfer of 49% stake along with the transfer of control of Alipurduar Transmission Limited (ATL) to the Buyer with effect from 26^th November, 2020 and accordingly it ceased to be a subsidiary in accordance with the Indian Accounting Standards (Ind AS). Subsequently, during FY 2022-23, the Company has completed transfer of additional 25% of total equity shares on 13^th October, 2022. Remaining 26% stake will be transferred after obtaining requisite approvals. Investment in Equity Instruments amounting to H 107.93 Crores (previous year H 99.01 Crores) represents fair value of retained equity stake in ATL.

(ii) The Company was holding 74% equity stake in Kohima Mariani Transmission Limited (KMTL), a joint venture between the Company and Techno Electric & Engineering Company Limited (TEECL). The Company and TEECL have entered into a Share Purchase and Shareholders Agreement dated 3^rd July, 2019 (“the Agreement”) with Buyer to sell their respective equity stake in KMTL. Pursuant to the Agreement, the Company has sold 23% stake and transferred the control of KMTL to the Buyer on 20^th December, 2021 and ceased to be Joint Venture of the company w.e.f 20^th December, 2021 in accordance with Ind AS 28 "Investments in Associates and Joint Ventures". Subsequently, during FY 2022-23, the Company has completed transfer of additional 25% of total equity shares on 24^th February, 2023. Remaining 26% stake will be transferred after obtaining requisite approvals. Investment in Equity Instruments amounting to H 166.92 Crores (previous year H 154.56 Crores) represents fair value of retained equity stake in KMTL.

(iii) Investment of H 27.50 Crores in Vindhyachal Expressway Private Limited ("VEPL"), a subsidiary of the Company, was classified as held for sale. Subsequently, during the year the Company has entered into definitive agreements on 9^th October, 2024 to sell its entire 100% stake in VEPL to Actis Atlantic Holdings Limited (Actis), subject to requisite approvals and compliances of conditions precedent.

11.2 The contract assets represents amount due from customer, primarily relate to the Company’s rights to consideration for work executed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional, that is when invoice is raised on achievement of contractual milestones. This usually occurs when the Company issues an invoice to the customer. The contract liabilities represents amount due to customer, primarily relate to invoice raised on customer on achievement of milestones for which revenue to be recognised over the period of time and it is not considered as a significant financing component since it is used to meet working capital requirements at the time of project mobilization stage.

11.3 Increase in contract assets is mainly due to increase in business activities and in certain contracts on account of contractual milestones not achieved. During the year ended 31^st March, 2025 H 6,075.85 Crores (previous year H 4,852.10 Crores) of contract assets as of 1^st April, 2024 has been reclassified to Trade receivables upon billing to customers on completion of milestones.

11.4 In case of EPC contracts, amount upto 20% of the contract value is received as an advance and upto 20% amount is retained and released by the customer at the end of project and balance amount is paid progressively based on the agreed milestones in the contract.

11.5 There are no reconciliation items of revenue recognised from contracts with customers and contract price.

11.6 Revenue recognised for the current year includes H 1,662.49 Crores (previous year H 1,425.45 Crores), that was classified as contract liabilities at the beginning of the year.

16.2 The Company has only one class of Equity Shares having par value of H 2 per share. Each holder of Equity Shares is entitled to one vote per share. The dividend is declared and paid on being proposed by the Board of Directors after the approval of the Shareholders in the ensuing Annual General Meeting, except in case of Interim dividend.

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 liabilities. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

16.3 During the financial year 2019-20, the Company has acquired 19.94% stake in Shree Shubham Logistics Limited (SSL) for a consideration of H 64.66 crores. The consideration is paid through a non-cash equity swap transaction, in which 12,54,900 equity shares of the Company issued at the value of H 515.25 per share.

16.4 During the financial year 2022-23, 13,536,944 equity shares have been issued to eligible shareholders pursuant to the approved Scheme of amalgamation of Erstwhile JMC Projects (India) Limited ('JMC') with the Company and their respective shareholders.

16.5 During the financial year 2024-25, the Company raised capital of H 999.99 crores through Qualified Institutional Placement ("QIP"). The Company has allotted 83,26,394 equity shares of face value H 2 each at an issue price of H 1,201.00 per equity share (including premium of H 1,199 per equity share), in compliance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), and Sections 42 and 62 of the Companies Act, 2013 (including the rules made thereunder), as amended. In accordance with Ind AS 32, expenses incurred in relation to QIP have been adjusted from Securities Premium Account. The funds raised by the Company pursuant to QIP have been utilised in accordance with the objects mentioned in the placement document of QIP.

18.2 Term Loans from Banks and Other Loans

(a) H 0.05 Crores (previous year H 0.09 Crores) carries interest in range of 7.40% - 8.00% p.a. and is repayable in range of 1 to 38 equal monthly instalments along with interest. The loan is secured by hypothecation of specific Vehicles.

(b) H Nil Crores (previous year H 15.00 Crores) carries interest of 8.95% p.a, linked to RBI repo rate secured by pari passu charges on movable and immovable fixed assets of Transmission & Distribution and infrastructure divisions of the Company to the extent of 1.25 times of outstanding facility. It is repayable in 16 quarterly instalments ending on 01^st June, 2024.

(c) Term loan from a bank amounting to H 60 Crores (previous year: H 85.00 Crores) carries interest of 9.15% p.a, linked to 3M MCLR of bank is secured exclusive charge on movable fixed assets funded out of the said facility. Term loan is repayable in 17 unequal quarterly instalments with 29^th July, 2027 as maturity date.

(d) Term loan from a bank amounting to H 55.56 Crores (previous year: H 77.78 Crores) carries interest rate of 8.61 % p.a. linked to 1 month T-bill is secured exclusively by first charge on movable fixed assets (excluding assets been already charged on specific basis to exiting term lenders). Term loan is repayable in 18 equal quarterly instalments ending in 07^th September, 2027 as maturity date.

(e) Term loan from a bank amounting to H 0.97 Crores (previous year: H 1.95 Crores) is secured exclusively by first charge on movable equipment funded out of the said facility. Term loan is repayable in unequal monthly instalments with 28^th February, 2026 as maturity date with fixed interest rate of 9%.

(f) Term loan from a bank amounting to H 5.23 Crores (previous year: H 8.71 Crores) is secured exclusively by first charge on movable equipment funded out of the said facility. Term loan is repayable in unequal monthly instalments with March, 2027 as maturity date with fixed interest rate of 9%.

(g) Term loan from a bank amounting to H 100 Crores (previous year: H NIL) carries interest of 8.38% p.a, linked to 1 month T-bill is secured exclusively by first charge on movable fixed assets (excluding assets been already charged on specific basis to exiting term lenders). Term loan is repayable in 18 equal quarterly instalments ending in 06^th September, 2029 as maturity date.

(h) Term loan from a bank amounting to H 255 Crores (previous year: H NIL) carries interest of 8.70% p.a, linked to 3 month MCLR of Bank is secured exclusively by first charge on movable fixed assets (excluding assets been already charged on specific basis to exiting term lenders). Term loan is repayable in 20 equal quarterly instalments ending in 30^th June, 2029 as maturity date.

(i) Other Loans of H 359.71 Crores (previous year H 338.44 Crores) are interest free and secured by pledge of equity shares of Alipurduar Transmission Limited and Kohima Mariani Transmission Limited. The loans are repayable in 1 to 5 years.

18.1 Working Capital Facilities from Banks amounting to H 1,463.66 Crores (previous year H 1,720.13 Crores) are secured in favour of consortium of bankers by hypothecation of current assets (except the current assets of Biomass division and project specific receivables) including stocks of raw materials, stock in process, semi-finished and finished goods, stores and spares not relating to plant and machinery, consumable stores and spares, bills receivable, book debts and all other movables both present and future. Hypothecation of entire movable fixed assets, both present and future, (except the movable fixed assets of Biomass division and charge created over movable fixed assets in favour of the term lenders) and specific immovable fixed assets situated at Gandhinagar, Gujarat. Working Capital Facilities carries interest in range of 5% to 10% (previous year 5% to 10%). Working Capital Facilities are repayable on Demand.

36. LEASES

1 The Company’s significant leasing / licensing arrangements are mainly in respect of residential / office premises or Equipments. Leases generally have a lease term upto 106 months. Most of the leases are renewable by mutual consent on mutually agreeable terms.

2 Right-of-use assets by class of assets is as follows.

37.3 Details of Investments made by the company are given in Note 6. Details of guarantees provided are given in Note 30.

37.4 All loans given and guarantees provided are for the purposes of the business.

38. DISCLOSURES PURSUANT TO IND AS 19 EMPLOYEE BENEFITS

(a) Defined contribution Plans

The Company made contributions towards provident fund, a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized H 43.63 Crores (previous year H 37.17 Crores) for provident fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

The Company makes contribution towards Employees State Insurance scheme operated by ESIC Corporation. The Company recognized H 0.13 Crores (previous year H 0.12 Crores) for ESIC contribution in the statement of Profit and Loss. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

(b) Defined benefit plans

The Company offers the following employee benefit schemes to its employees.

(i) Gratuity

The company made annual contributions to the Employee's Group Gratuity cash accumulation schemes of IRDA approved agencies, a funded defined benefit plan for qualifying employees. The Scheme provides for payment to vested employees at retirement / death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service as per the provisions of the Gratuity Act, 1972.

(ii) Compensated absences

The Scheme is non-funded.

(d) Characteristics of defined benefit plans and risks associated with them:

Valuations of defined benefit plan are performed on certain basic set of pre-determined assumptions and other regulatory framework

which may vary over time. Thus, the Company is exposed to various risks in providing the above benefit plans which are as follows:

(i) Interest Rate Risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (i.e. value of defined benefit obligation).

(ii) Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.

(iii) Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

(iv) Investment Risk: The Company has funded with well established Govt. of India undertaking and other IRDA approved agency and therefore, there is no material investment risk.

Financial Risk Management Financial Risk factors

The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures.

Market Risk

The Company operates internationally and a major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services and purchases from overseas suppliers in various foreign currencies. The company holds derivative financial instruments such as foreign exchange forward and commodity contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupees and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company's operations are affected as the rupee appreciates / depreciates against these currencies.

Sensitivity rate of 5% is used while reporting foreign currency risk internally to key management personnel and represent management's assessment of the reasonably possible change in foreign exchange rate.

Derivative Financial Instruments

The Company holds derivative financial instruments such as foreign currency forward contracts and commodity future contracts to mitigate the risk of changes in exchange rates on foreign currency exposures and changes in price of commodities. The counter party for these contracts is generally multinational banks, financial institution or exchange. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace. Mark to Market gain or loss on derivative instruments is part of other current financial assets or liabilities.

Loan and Borrowings: Financial Covenants

The company is required to comply with the few financial covenants as per terms of respective sanctions. In case of breach of financial covenants, there can be adverse impact.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers , investment securities and other receivables . Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

During the financial year 2021-22, Kurukshetra Expressway Private Limited ("KEPL" or "Concessionaire"), a Joint venture (49.57%) of the Company, issued a notice of termination of Concession Agreement (“CA") vide letter dated 7^th October, 2021 to the National Highway Authority of India ("NHAI") on account of continuous disruption and blockade of traffic on National Highway-71 due to farmer agitation with stoppage of toll collection. The provisions of Concession Agreement provides for termination where events which are not in control of KEPL, and obliges NHAI paying KEPL for repayment of Debt Due along with Adjusted Equity after necessary adjustments. The Company made provision for impairment of H 98.27 Crores against equity investment in KEPL, Expected credit loss of H 313.75 Crores against loans given to KEPL / others and H 39.77 Crores towards potential loss due to shortfall undertaking.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Credit risk in respect of other receivables mainly comprises of loan to components which are managed by the Company, by way of assessing financial condition, current economic trends and ageing of other receivables . The Company considers the probability of default and whether there has been a significant increase in the credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on financial assets as on the reporting date.

The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component since it is usually intended to provide customer with a form of security for Company’s remaining performance as specified under the contract, which is consistent with the industry practice.

There are no trade receivables which are impaired and have any significantly increased credit risk.

Expected credit loss assessment for customers

There has been no credit loss on account of customer’s inability to pay i.e. there has been no material bad debts in past and therefore, no provision is generally made on this account. Provision is made for expected delay in realisation of trade receivables beyond contractual terms. The company has used a practical expedient by computing the expected credit loss allowance for trade receivables using provision matrix. The expected credit loss is calculated based on the ageing of the days the receivables are due and the rates as given in the provision matrix.

Security Deposits given to Lessors

The Company has given security deposit to lessors for premises leased by the Company. The Company monitors the credit worthiness of such lessors where the amount of security deposit is material.

Credit risk on derivative financial instruments is limited because the counterparties are banks with high credit rating assigned by rating agencies.

Cash and Cash Equivalents

The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

In addition, company is also exposed to credit risk in relation to corporate guarantee / letter of comfort (LOC) given to banks by the company. The company's exposure in this respect has been disclosed in Note 30.

The above table does not include liability on account of future interest obligation.

The company had undrawn borrowing facilities from banks amounting to H 1,098.72 Crores (previous year H 894.98 Crores), which may be drawn at any time.

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’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

Interest Rate Sensitivity Analysis

For the year ended 31^st March, 2025 and 31^st March, 2024, a 100 basis point increase / decrease in interest rate on floating rate liabilities would impact company's profit before tax by approximately 1.27% and 1.56 % respectively.

Commodity Price Risk

The Company is affected by the price volatility of certain commodities like Steel, Zinc, Copper and Aluminium. Its operating activities require the on-going purchase or continuous supply of these materials. The Company holds derivative financial instruments such as commodity future contract to mitigate the risk of changes in Zinc, Copper and Aluminium prices.

The sensitivity analysis has been determined based on the exposure to changes in commodity prices. The analysis is prepared assuming the quantity of exposure outstanding at the end of the reporting period was outstanding for the whole year. A 5% increase or decrease is used when reporting commodity price risk internally to key management personnel and represents management’s assessment of the reasonable possible changes in commodity prices and the impact of the possible change on the company's profit before tax is 9.5% for FY 2024-25 and 9.23% for FY 2023-24.

The Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act 2013 and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).

c) 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 :

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

51. OTHER DISCLOSURES

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

b) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any government authority.

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

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

e) 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.

f) 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.

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

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

52. GOODWILL

Goodwill is acquired under the scheme of amalgamation of JMC Projects (India) Limited with the Company and their respective shareholders. Goodwill is tested for impairment annually or based on an indicator and provides for impairment if the carrying amount of goodwill exceeds its recoverable amount.

55. The Consolidated financial statements of the Company contain segment information as per Ind AS 108 - Operating Segments accordingly separate segment information is not included in the Standalone financial statements.

Further, The Company operates in Geographical Segment - India (Country of Domicile) and Outside India.

55.1 Revenue from major customers - Public sector undertakings in India, is H 7,867.70 Crores (previous year H 7,350.57 Crores). Revenue from other individual customer is less than 10% of total revenue.

56. Exceptional Items for the year ended 31^st March, 2025 includes

Provision of H 33 crore for towards impairment in value of its investments in one of its subsidiary company namely Shree Shubham Logistics Limited due to changes in market conditions. Provision for impairment of investment was recognised to the extent the recoverable value of investments was lower than the carrying value of investments. The recoverable value of investments was determined using significant judgments on growth in revenue, EBITDA and discount rates. Provision for impairment of investments in subsidiary company has been presented as an Exceptional Item.

Exceptional Items for the year ended 31^st March, 2024 includes

Provision of H 35 crores towards impairment in value of its investment in one of its subsidiary company namely Energylink (India) Limited due to changes in market conditions.

57. Performance obligations unsatisfied or partially satisfied amounts to H 60,059 crores (previous year H 54,875 crores) as at 31^st March, 2025 for which revenue is expected to be recognized in future over the period of 1 to 6 years.

58. The Company’s assessment for Assessment Years 2013-14 to 2021-22 were reopened under section 148 of the Income Tax Act, 1961 (“the Act”). The Company has complied with the notices issued under section 148 of the Act and submitted required details, information, documents and clarifications. The Tax Authority has reassessed the income for Assessment Years from AY 2013-14 to AY 2020-21 and has passed re-assessment orders u/s 147 of the Act by making certain additions and disallowances and raised tax demand of H141.31 Crores. In the orders of re-assessment there are certain mistakes apparent from the records for which the Company is in process of filing applications to the Tax Authority for rectification. The Company has filed appeals against the said orders of re-assessment before the Hon'ble Commissioner of Income Tax (Appeals). The Company believes that it has a strong case to defend the said demand including interest and penalty and does not expect any material impact to the financial results.

During the year ended 31^st March, 2024, Directorate General of GST Intelligence, Ahmedabad has initiated search at certain premise of the Company in Gujarat. During the year, the Company has received an order raising demand of H19.69 crore plus interest and penalty for the period FY 2017-18 to 2022-23. The Company has filed an Appeal before the First Appellate Authority against the said demand order. The Company believes that it has a strong case to defend the said demand including interest and penalty and does not expect any material impact to above financial results.

1. Kalpataru Power Do Brasil Participacoes S.A., a wholly owned subsidiary company, ("KPBPSA") on July 10, 2023 has acquired remaining 49% equity stake in Fasttel Engenharia S.A., Brazil ("Fasttel") and consequently Fasttel became wholly owned subsidiary of KPBPSA from the said date.

2. The Company on 03^rd March, 2025 had acquired 100% equity stake in Kalpataru Power DMCC, erstwhile step-down wholly owned subsidiary from Kalpataru Power Transmission (Mauritius) Limited, a wholly owned subsidiary of the Company. Consequent thereto, Kalpataru Power DMCC has become a direct wholly owned subsidiary of the Company with effect from the said date.

3. During the current financial year, Adeshwar Infrabuild Limited, a wholly owned subsidiary has been struck off from the register of the companies and the said Company is dissolved with effect from 28^th December, 2024.

4. Linjemontage Service Nordic AB, a step-down wholly owned subsidiary of the Company is merged with its Holding Company i.e. Linjemontage i Grastorp Aktiebolag, on 28^th November, 2024. Linjemontage i Grastorp Aktiebolag is a wholly owned step down subsidiary of the Company.

60. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax. Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances as per applicable tax statutes and regulations there under.

61. The Company is executing projects in Afghanistan, which are currently on hold due to Force Majeure event. The Company is closely monitoring the situation and expect to resume work once the geopolitical environment in Afghanistan is resolved. The Company is also in discussion with the client and international funding agencies for resumption of work in certain projects. The Company is closely monitoring the situation and expect to resume work once the geopolitical environment in Afghanistan is resolved and ongoing discussions are concluded. The Company does not expect any material financial impact due to this event as the projects are funded by multilateral funding agencies and the company has covered the exposure of credit risk through insurance cover. Further, the bank guarantee issued for the aforesaid ongoing projects cannot be enforced as per the terms and conditions of the underlying contracts.

62. The Board of Directors have recommended a dividend of H 9 per equity share for the financial year 2024-25, subject to approval by shareholders at the Annual General Meeting and if approved, would result in cash outflow of H 153.70 Crores, which has not been included as liability in these standalone financial statements.