Terms / Rights attached to Equity Shares:

The Company has only one class of equity Share having par value of ' 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the equity share holders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

(e) During the year, the Company had issued and allotted 8,88,00,000 equity shares of ' 10 each, at a premium of ' 52 per equity share - (i) 2,42,00,000 equity shares to VFSI Holdings Pte. Ltd, a Foreign Institutional Investor and (ii) 6,46,00,000 equity shares to promoter group company, upon exercise of their right to convert the equivalent number of warrants held by them in terms of Preferential Issue under Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018. The aforesaid equity shares shall rank pari-passu in all respect with the existing equity shares of the Company. The Company had received ' 137.64 Crore being 25% as application and allotment money in previous year and balance ' 412.92 Crore during the current year out of which ' 300.40 are kept in separate bank account and balance money has been utilised for the General Corporate Purpose, for which it was raised.

16.1 Nature and purpose of Other Reserves

(a) Capital Reserve:

The Reserve is created based on statutory requirement under the Companies Act, 2013, on account of forfeiture of equity shares warrants and Schemes of Amalgamation and arrangements, This is not available for distribution of dividend but can be utilised for issuing bonus shares.

(b) Securities Premium:

This reserve is used to record the premium on issue of shares. The same can be utilized in accordance with the provisions of the Act.

(c) Debenture Redemption Reserve:

The Company has been creating debenture redemption reserve (DRR) till March 31, 2020 as per the relevant provision of the Companies Act, 2013, however according to Companies (Share Capital and Debenture) Amendment Rules, 2019 effective from August 16, 2019, being a listed entity, the Company is not required to create DRR , hence DRR is not created in the books of account for the financial year 2020-21 onwards.

(d) Capital Redemption Reserve:

The Capital Redemption Reserve is required to be created on buy-back of equity shares. The Company may issue fully paid up bonus shares to its members out of the capital redemption reserve account.

(e) Treasury Shares:

Reliance Infrastructure ESOS Trust has in substance acted as an agent and the Company as a sponsor retains the majority of the risks rewards relating to funding arrangement. Accordingly, the Company has recognised issue of shares to the Trust as the issue of treasury shares by consolidating Trust into standalone financial statements of the Company.

17.1 Non Convertible Debentures (NCD) of ' 977 Crore are secured as under:

(i) 12.50% Series 29 NCD of ' 274.30 Crore secured by all of the Company's rights, title, interest and benefits in, to and under a specific bank account of the Company and subservient charge over current assets of the Company.

(ii) 11.50 % Series 18 NCD of ' 600 Crore, secured by (a) first pari-passu charge on Company's Land situated at Village

Sancoale, Goa and Plant, property and equipment at Samalkot Mandal, East Godavari District Andhra Pradesh (b) first

pari-passu charge over Immoveable Property (free hold Land) & Moveable Property of BSES Kerala Power Limited and over the specified Property, Plant & Equipment (buildings) situated in Mumbai.

(iii) 11.50% Series 20E NCD of ' 102.70 Crore secured by first pari-passu charge over the specified Property, Plant &

Equipment (buildings) situated in Mumbai and all of the Company's rights, title, interest and benefits in, to and under a

specific bank account of Company.

17.2. Term Loans from Banks of ' 98.69 Crore are secured as under:

(i) ' 61.24 Crore by way of first exclusive charge on certain Plant and Machinery of EPC division and on Property, Plant

and Equipment of Windmill Project of the Company.

(ii) ' 37.45 Crore by subservient charge on moveable Property, Plant and Equipment of the Company.

17.3 Term Loans from Others of ' 1,639.57 Crore are secured as under:

(i) ' 1,612.57 Crore by way of:

a. First pari passu charge on (i) all receivable arising out of sub-debt / loan advanced / to be advanced to Road SPVs

(ii) all amounts owing to and received and/or receivables by the Company and/ or any persons (s) on its behalf from claims under unapproved regulatory assets. (iii) All amounts owing to and/or received and/or receivable by the Company from certain liquidity event.

b. Second pari passu charge over on the current assets of Company

c. Exclusive charge over (i) all rights, title, interest and benefit of the Company on investment in Redeemable Debentures of DA Toll Road Private Limited (ii) specified buildings of the Company (iii) over the 'Surplus Proceeds" from Sale of Shares of BSES Rajdhani Power Limited (BRPL) and / or BSES Yamuna Power Limited (BYPL), to be received by the Borrower or any Group Company of the Borrower (incl. subsidiary, affiliates, etc.). Charge on these loans shall rank pari-passu subject to, other lender(s)/security trustee having charge, on the charged assets, sharing pari- passu letters wherever applicable (iv) all amounts owing to, and received and/or receivable by the Company on its behalf from Delhi Airport Metro Express Pvt. Ltd

d. Pledge of 13,43,100 Equity Shares of NK Toll Road Limited, 15,63,000 Equity Shares of DS Toll Road Limited, 5,88,330 Equity Shares of GF Toll Road Private Limited, 10,22,700 Equity Shares of KM Toll Road Private Limited, 1 1,1 3,300 Equity Shares of HK Toll Road Private Limited, 38,26,695 Equity Shares of TK Toll Road Private Limited, 32,23,476 Equity Shares of TD Toll Road Private Limited, 55,23,678 Equity Shares of SU Toll Road Private Limited, 2,462 Equity Shares of JR Toll Road Private Limited, 2,465 Equity Shares of PS Toll Road Private Limited and 1,88,28,000 Equity Shares of BSES Kerala Power Limited.

e. Non-disposal Undertaking on 19% Equity Share holding of SU Toll Road Private Limited, GF Toll Road Private Limited, KM Toll Road Private Limited, HK Toll Road Private Limited, TD Toll Road Private Limited , TK Toll Road Private Limited, NK Toll Road Limited and DS Toll Road Limited . (As per application regulations, these 19% shares are kept in safe keep account instead of creation of pledge)

(ii) ' 27 Crore is secured by subservient charge on all current assets of the Company, present and future.

Non-Convertible Debentures (NCDs) Series-18 : Axis Trustee Services Ltd ("Trustee") had issued loan recall notice on September 20, 2019 due to downgrade of Company's ratings. In terms of the Security Interest (Enforcement) Rules, 2002, Trustee has enforced the security and taken the possession of the mortgaged properties in respect of the said NCDs. NCDs Series-20E: In terms of the Security Interest (Enforcement) Rules, 2002, IDBI Trusteeship Services Limited ("Trustee") has enforced the security and taken the possession of the mortgaged properties in respect of the said NCDs. NCDs Series-29: Trustee of NCD Series 29 had issued loan recall notice on December 8, 2020 following which the entire outstanding has become due. The Company has entered into a Settlement Agreement with the Debenture holders on March 9, 2022, wherein the due date has been extended till September 30, 2022. The Trustee for the NCDs Series-18, Series-20E and Series-29 have invoked the security provided by the Company and

have adjusted if any, dues towards NCDs against the proceeds received therefrom. The Company has not been informed as regards

shortfall in the recovery of outstanding debt

17.5 The current assets of the Company are provided as security to the lenders and subservient charge on certain corporate guarantees.

17.6 During the year, Yes Bank Limited has assigned or transferred all its exposure i.e. credit facilities sanctioned, to company to J.C. Flowers Assets Reconstruction Private Limited (JCF ARC), a Assets Reconstruction Company, vide Assignment Agreement dated December 29, 2022 together with all underlying security interest.

17.7 During the year, the Company has not declared willful defaulter by any bank, financial institution or any other lender.

17.8 The Company at its Board Meeting dated September 25, 2021 has approved issue of unsecured foreign currency convertible bonds (FCCBs) upto U.S.$100 million maturing at the end of 10 years and 1 day from the issue date or the date of the FCCBs being fully paid up, whichever is later, with a coupon rate of 4.5% p.a. on private placement basis. The FCCBs shall be convertible into approximately 6.64 crore equity shares of '10 each of the Company in accordance with the terms of the FCCBs, at a price of ' 111 (including a premium of ' 101) per equity share. The Company in its Board Meeting dated August 5, 2022 has approved issue of FCCBs not more than U.S. $ 400 million, consisting of U.S. $ 1 million each, maturing at the end of 10 years and 1 day from the issue date or the date of the FCCBs being fully paid up, whichever is later, with a coupon rate of 5% p.a. on private placement basis. The FCCBs shall be convertible into approximately 25.84 Crore equity shares of '10 each of the Company in accordance with the terms of the FCCBs, at a price of ' 123 (including a premium of ' 113) per equity share.

31. Contingent Liabilities and Commitments

(a) Contingent Liabilities:

i) Claims against the Company not acknowledged as debts and under litigation aggregates to ' 1,650.24 Crore (March 31, 2022 - ' 1,264.96 Crore) .These include claim from suppliers aggregating to ' 561.83 Crore (March 31, 2022 -' 22.14 Crore), income tax claims ' 563.29 Crore (March 31, 2022 - ' 724.47 Crore), indirect tax claims aggregating to ' 438.16 Crore (March 31, 2022 - ' 443.80 Crore) and other claims '86.96 Crore (March 31, 2022 - ' 74.55 Crore). The above claims do not include claims/arbitration against the Company by the suppliers where the Company has also filed counter claims as the Company does not expect any liability.

ii) With respect of Energy Purchase Agreeement (EPA) entered with Dhursar Solar Power Private Limited (DSPPL), The Maharashtra Electricity Regulatory Commission (MERC) vide order dated October 21, 2016 allowed partial cost claimed by the Company. Aggrieved by the said order, the Company had challenged the said order before Appellate Tribunal for Electricity (APTEL). The APTEL has upheld the findings of MERC and the Company filed an appeal before the Supreme Court of India against the APTEL Order. The matter is currently pending before the Supreme Court of India. Post transfer of Mumbai Power Business to Reliance Electric Generation and Supply Limited (REGSL), a inter-se agreement was entered between REGCL, DSPPL and the Company, whereby the Company has agreed that the liability of REGSL to make tariff payments for the energy supplied by DSPPL is limited to the MERC approved tariff and the Company has agreed to pay the differential amount between tariff payment as per EPA and MERC approved tariff to the DSPPL through an agreement cum indemnity. Pending outcome of the matter, the Company continues to account differential expenditure as cost on monthly basis. The Company has also legally been advised that it has good case on merit and have fair chance to succeed. Based on the above facts the Company has not considered the said agreement cum indemnity as an Onerous Contract. The Company does not expect any cash outflow on this account.

(b) Capital and Other Commitments:

i) Uncalled liability on partly paid shares/warrants ' 10.70 Crore (March 31, 2022 - ' 558.20 Crore).

ii) The Company has given equity / fund support / other undertakings for setting up of projects / cost overrun in respect of various infrastructure and power projects being set up by Company's subsidiaries and associates; the amounts of which currently are not ascertainable.

(c) During the financial year 2020-21, the Company, as a part of settlement with Yes Bank Limited, had sold its Investments property including Property, plant and equipment at Santacruz at a total transaction value of ' 1,200 Crore through the conveyance deed entered with Yes Bank Limited. The Company is entitled to exercise its rights/option to buy back this property after 8.5 years from the date of sale, subject to fulfillment of the condition precedents at an agreed price as per option agreement entered between parties.

d) Details of Material Transactions with Related Party

(i) Transactions during the year (Balance Sheet heads)

2022-23

Investment in Equity share of RePL ' 335.08 Crore through conversion of ICD and interest receivable 2021-22

Investment in Equity share of RePL ' 595.00 Crore through conversion of ICD and interest receivable.

(ii) Balance sheet heads (Closing balance - Gross)

2022-23

Trade payable, advances received and other liabilities CPPL ' 911.03 Crore, DSPPL ' 330.34 Crore and SPL ' 274.1 7 Crore . Investment in Equity of RePL ' 970.45 Crore, MMOPL ' 761.48 Crore, SUTRPL ' 209.69 Crore, TKTRPL ' 144 Crore,GFTRPL ' 195.12 Crore, CBDT ' 1 69.49 Crore, BKPL 82.81 Crore, BRPL ' 530.40 Crore and BYPL ' 283.56 Crore . ICD given to RePL ' 414.32 Crore and MMOPL ' 283.79 Crore . Subordinate debt given to PSTL ' 1,078.51 Crore, DAMEPL ' 787.53 Crore, HKTRPL ' 302.26 Crore, GFTRPL ' 128.59 Crore, JRTRPL ' 156.18 Crore, TKTRPL ' 215.04 Crore, NKTRL ' 190.27 Crore and MMOPL ' 209.65 Crore . Trade Receivables, Advances given and other receivables for rendering services SaPoL ' 2,845.36 Crore. Non Current Assets Held for sale and Discontinued Operations of KMTL ' 544.94 Crore.

2021-22

Trade payable, advances received and other liabilities CPPL ' 911.03 Crore, DSPPL ' 289.26 Crore and SPL ' 277.1 3 Crore . Investment in Equity of RePL ' 813.19 Crore, MMOPL ' 761.48 Crore, SUTRPL ' 209.69 Crore, BRPL ' 530.40 Crore and BYPL ' 283.56 Crore . ICD given to RePL ' 547.51 Crore and MMOPL ' 283.79 Crore . Subordinate debt given to PSTL ' 1,078.51 Crore, DAMEPL ' 787.53 Crore, HKTRPL ' 302.26 Crore, TKTRPL ' 215.04 Crore and NKTRL ' 1 98.27 Crore. Trade Receivables, Advances given and other receivables for rendering services SaPoL ' 2,661.84 Crore. Non Current Assets Held for sale and Discontinued Operations of KMTL ' 544.94 Crore.

(iii) Guarantees and Collaterals 2022-23

Corporate Guarantee PSTL ' 796.41 Crore, TDTRPL ' 401.03 Crore, TKTRPL ' 295.23 Crore, JRTR ' 227.69 Crore and RePL ' 177.85 Crore outstanding as at March 31, 2023.

2021-22

Corporate Guarantee PSTL ' 786.71 Crore and JRTR ' 307 Crore outstanding as at March 31, 2022.

f) Details of Transactions with Person having Control: Sitting fees paid NIL during the year 2022-23 (2021-22: ' 0.03 Crore.

Notes:

1) The above disclosure does not include transactions with/as public utility service providers, viz, electricity, telecommunications etc. in the normal course of business.

2) Transactions with Related Party which are in excess of 1 0% of the total revenue of the Company as per standalone financial statements are considered as Material Related Party Transactions.

34. Interest in Jointly Controlled Operations

(i) Coal Bed Methane: The Company along with M/s. Geopetrol International Inc. and Reliance Natural Resources Limited *(the consortium) was allotted 4 Coal Bed Methane (CBM) blocks from Ministry of Petroleum and Natural Gas (Mo PNG) covering an acreage of 3,266 square kilometers in the States of Madhya Pradesh, Andhra Pradesh and Rajasthan. The consortium had entered into a contract with Government of India for exploration and production of CBM gas from these four CBM blocks. The Company as part of the consortium had 45% share in each of the four blocks. M/s. Geopetrol International Inc was appointed the operator on behalf of the consortium for all the four CBM blocks. In SP(N) CBM block, Company subsequently acquired 10% share and Operatorship from M/s. Geopetrol International Inc.

The Board of Directors of the Company has approved the transfer of operatorship from M/s. Geopetrol International Inc to the Company on February 14, 2015. MoPNG approved the same on April 28, 2016 and amendment to Contract has been conveyed on January 29, 2018. DGH approved exploration Phase-II commencement date as February 28, 2018 with Company as Operator. Currently the company is awaiting the change of ownership of Environment clearance which was applied to Ministry of Environment Forest and Climate Change on March 28, 2018.

(ii) MZ-ONN-2004 / 2 : The Company along with M/s. Geopetrol International Inc, NaftoGaz India Private Limited and Reliance Natural Resources Limited *(the consortium) was allotted Oil and Gas block from Ministry of Petroleum and Natural Gas (MoPNG), in the State of Mizoram under the New Exploration Licensing Policy (NELP-VI) round, covering an acreage of 3,619 square kilometers and the consortium had signed a production sharing contract with the Government of India for exploration and production of Oil and Gas from block. The Company as part of the consortium had 70% share in the block. M/s NaftoGaz India Private Limited was the operator on behalf of the consortium for the block.

MoPNG, Government of India in October 2012, after six years of the award of block, observed that NaftoGaz India Limited had falsely represented itself as the subsidiary of NaftoGaz of Ukraine at the time of bidding and served notice of termination to all consortium members referring relevant clause of NELP-VI notice inviting offer (NIO) and Article 30.3(a) of the Production Sharing Contract (PSC) and demanded to pay penalty towards unfinished minimum work program. The Company has received letter dated April 16, 2015 from DGH to deposit USD 9,467,079 as cost of unfinished Minimum Work Program (MWP) to MoPNG. The claim has been contested by the Company vide letter dated June 21, 2014, May 25, 201 5 and March 05, 2016. The said amount is disclosed under Contingent Liability in Note No. 31 above.

(* Share of RNRL has since been demerged to 4 Companies of Reliance Power Limited).

(iii) Rinfra Astaldi Joint Venture (Metro): The Company along with ASTALDI S.p.A. (ASTALDI), a company incorporated under the law of Italy, consortium was allotted a project for Part Design and Construction of Elevated Viaduct and Elevated Stations [Excluding Architectural Finishing & Pre-engineered steel roof structure of Stations] from Chainage (-) 550 M TO 31872.088 M of LINE-4 CORRIDOR [Wadala-Ghatkopar-Mulund-Thane Kasarvadavali] of Mumbai Metro Rail Project of MMRDA. Company has entered into subcontract agreement with Milan Road Buildtech LLP (MILAN) for balance project work with effective date from 01^st October 2021.

iv) Kashedighat JV: The Company along with "Construction Association Interbudmontazh" (CAI), a company registered at Ukraine, consortium was allotted a project from Ministry of Road Transport & Highways (MoRTH) through PWD, Maharashtra for Rehabilitation and Upgradation of NH-66 (Erstwhile NH-17) including 6 Lanes near Parshuram village in the State of Maharashtra under NHDP-IV on EPC Mode of Contract.

35. Segment Reporting

(a) Description of segments and principal activities

The Company is predominantly engaged in the business of Engineering and Construction (E&C). E&C segment renders comprehensive, value added services in construction, erection and commissioning. All other activities of the Company revolve around E&C business. As such there are no separate reportable segments, as per the Ind-AS 108 on Operating Segment.

(b) Information about Major Customer

Revenue from operations include ' 502.90 Crore (Previous Year: ' 1,1 36.23 Crore) from two customer (Previous Year: two customer) having more than 10% of the total revenue.

(c) Geographical Segment:

The Company's operations are mainly confined in India. The Company does not have material earnings from business segment outside India. As such, there are no reportable geographical segments.

36. The Company has constituted a Corporate Social Responsibility Committee (CSR Committee) in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Committee consists of Shri S S Kohli as Chairman, Ms. Manjari Kacker, Shri K Ravikumar, Ms.Chhaya Virani and Shri Punit Garg as members. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the CSR activities to be

undertaken by the Company. The Company is not required to spend any amount towards Corporate Social Responsibility as per section 135 of the Act since there is no average profit in the preceding three financial years calculated as per the provisions of the Act.

37. Investment in Delhi Airport Metro Express Private Limited

Hon'ble Supreme Court on September 9, 2021 upheld the arbitral award dated May 11, 2017 in favour of Delhi Airport Metro Express Private Limited (DAMEPL), a subsidiary of the Company, in dispute with Delhi Metro Rail Corporation Limited (DMRC), consequent to DAMEPL's termination of the Concession Agreement for the Airport Metro. DMRC was directed to pay DAMEPL ' 2,945 crore and pre-award and post-award interest.

On March 17, 2023 the Hon'ble Delhi High Court (DHC) directed Government of India (GOI) & Government of National Capital Territory, Delhi (GONCTD) to provide sovereign guarantee/ subordinate debt to DMRC by March 31, 2023 so as to enable it to satisfy the Award by April 30, 2023. Alternatively, the order directed GOI to return the funds repatriated by DMRC after March 10, 2022 order, by March 31, 2023, so that DMRC could then pay the entire remaining amount to DAMEPL forthwith. The order along with modified order dated March 29, 2023, further directed attachment of DMRC's all accounts excluding salary and O&M expenses by April 1, 2023 if the aforesaid options failed to materialize, and the Court reserved its right to issue further directions to GOI and GONCTD to satisfy the Award.

The GOI and GONCTD filed Special Leave Petitions (SLPs) before the Supreme Court. DAMEPL has also filed a SLP challenging the review order dated March 29, 2023. The 3 SLPs were heard on April 10, 2023 by the Bench headed by the Chief Justice of India and will be next heard on July 14, 2023. DMRC's curative petition against the dismissal of its review petition relating to the judgement dated September 09, 2021 is also listed before the Supreme Court on July 20, 2023. In view of the above, DAMEPL has continued to prepare its financial statement on a 'Going Concern' basis.

DMRC had so far paid ' 2,599.1 7 crore to DAMEPL, as per Hon'ble Delhi High Court's interim orders so far. DAMEPL has utilised the amount for reducing its debt.

38. The Reliance Group of companies of which the Company is a part, supported an independent Company ("EPC Company") to inter alia undertake contracts and assignments for the large number of varied projects in the fields of Power (Thermal, Hydro and Nuclear), Roads, Telecom, Metro Rail, etc. which were proposed and/or under development by the Reliance Group. To this end along with other companies of the Reliance Group, the Company funded EPC Company by way of project advances, subscription of its debentures and inter corporate deposits given. The total exposure of the Company as on March 31, 2023 is ' 6,505.29 crore (net of provision of ' 3,972.1 7 crore). The Company had also provided corporate guarantees aggregating to ' 1,775 crore. The activities of EPC Company have been impacted by the reduced project activities of the companies of the Reliance Group.

Given the huge opportunity in the EPC field particularly considering the Government of India's thrust on infrastructure sector coupled with increasing project and EPC activities of Reliance Group, the EPC Company with its experience will be able to achieve substantial project activities in excess of its current levels, thus enabling the EPC Company to meet its obligations. Based on the available facts, the provision made is adequate to deal with any contingency relating to recovery from the EPC Company. The Company had further provided corporate guarantees of '4,895.87 crore on behalf of certain companies towards their borrowings. As per the reasonable estimate of the Management of the Company, it does not expect any obligation against the above guarantee amount.

39. Exceptional ItemsExceptional Item for the year ended March 31, 2023 includes:

i) The Company has net receivables aggregating to ' 1,621.15 crore from Reliance Power Group as on March 31, 2023. Management has recently performed an assessment of these receivables and based on the assessment the same has been provided and considered as exceptional item for the year ended March 31, 2023.

ii) KM Toll Road Private Limited (KMTR), a subsidiary Company, has terminated the Concession Agreement with National Highways Authority of India (NHAI) for Kandla-Mundra Road Project (Project) on May 7, 2019, on account of Material Breach and Event of Default under the provisions of the Concession Agreement (Agreement) by NHAI. Management has recently performed an assessment of exposure in KMTR of ' 544.94 crore and based on the assessment the same has been provided and considered as exceptional item for the year ended March 31, 2023.

iii) JR Toll Road Private Limited (JRTR), a wholly owned subsidiary, has been awarded the Concession on Build, Operate, and Transfer (BOT) basis, Jaipur Reengus section of National Highway No. 11 in the state of Rajasthan. During the year, NHAI has wrongfully terminated the Concession Agreement w.e.f. December 15, 2022 alleging defaults related to certain contractual obligations. In December 2022, JRTR filed a petiotion u/s 9 of the Arbitration and Conciliation Act, 1 996 against the NHAI in Hon'ble Court of Delhi High Court (DHC) for interim protection on account of wrongful termination, which was dismissed by DHC vide order dated May 19, 2023. Considering the above facts, total exposure of ' 226.56 crore in the JRTR has been provided and considered as exceptional item for the year ended March 31,

40. i) The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with

Schedule VI of the Act. Accordingly, Section 186 of the Act is not applicable to the Company.

ii) During the year, the Company has not entered, with any scheme of arrangements in terms of section 230 to 237 of the Companies Act, 2013 and there is no transactions with struck off company.

iii) No Fund have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities ('Intermediaries') with the understanding, whether recorded in writing or otherwise, that the intermediary shall land or invest in party indentified by or on behalf of the Company ('ultimate beneficiaries'). The Company has not received any funds from the any party with the understanding that the Company shall whether, directly or indirectly lend or invest in other person or entities identified by or on behalf of the Company ('ultimate beneficiaries') or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

iv) The Company has complied with the provision of section 2(87) of the Companies Act, 2013 read with the Companies (Restrictions on number of layers) Rules, 2017.

41. The Company has net exposure aggregating to '2,781.28 crore in its eight subsidiaries (road SPVs) as on March 31, 2023. Management has recently performed an impairment assessment against these exposures, by considering inter-alia the valuation of these subsidiaries carried out by independent external valuation expert. The determination of the value in use/fair value involves significant Management judgement and estimates on the various assumptions including relating to growth rates, discount rates, terminal value etc. The Company is confident of recovering its entire investments in road SPVs. Accordingly, based on the assessment and external valuation report, impairment of said exposure is not considered.

(b) Defined Benefit Plan Provident Fund

The benefit involving employee established provident funds, which require interest shortfall to be recompensated are to be considered as defined benefit plans. Any shortfall arising in meeting the stipulated interest liability, if any, gets duly provided for in the accounts of Provident Fund Trust maintained by the Company.

Gratuity

The Company operates a gratuity plan administered by insurance company. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or _retirement, whichever is earlier. The benefits vest after five years of continuous service._

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

Gratuity Plan for Jointly Controlled Operations- Unfunded

The Gratuity plan in the Jointly Controlled Operation of the Company viz RInfra Astaldi Joint Venture (Metro) is unfunded. During the year gratuity expenses of ' Nil ( ' 0.05 Crore for the Financial Year 2021 -22) has been provided in statement of profit and loss and liability as at March 31, 2023 is Nil ( Nil as at March 31, 2022).

Risk Exposure:

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 reporting period on government bonds. If the return on plan asset is below this rate, it will create plan defecit.

Interest Risk: A decrease in the bond interest rate will increase the plan liability: however, this will be partially offset by an increase in th return on the plan debt investment.

Liquidity Risk: The present value of the defined 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 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.

There are no investments by loanees as at March 31, 2023 in the shares of the Company and Subsidiary Companies.

As at the year-end, the Company-

(a) has no loans and advances in the nature of loans to firms / companies in which directors are interested.

(b) The above amounts exclude subordinate debts.

44. The Company has outstanding obligations payable to its lenders and in respect of loan arrangements of certain entities, including subsidiaries/associates where the Company is also a guarantor and where certain amounts have also fallen due. The Company has repaid substantial debt in the earlier financial years as well as certain debt repayments in the current financial year and is confident of meeting balance obligations by way of time bound monetisation of its assets and receipt of proceeds from various arbitral awards and claims including receivables from Delhi Airport Metro Express Private Limited (DAMEPL). Accordingly, notwithstanding the dependence on these uncertain events, the Company continues to prepare its Standalone Financial Statement on a 'Going Concern' basis.

45. Lease

The Company has entered into cancellable leasing agreement for office, residential and warehouse premises renewable by mutual consent on mutually agreeable terms. The Company has accounted ' 3.79 Crore as lease rental for the financial year 2022-23 (' 12.21 Crore for the financial year 2021-22).

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes mutual funds and equity shares that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

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

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, preference shares, debentures and financial guarantee which are included in level 3.

(c) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include

Ý the use of quoted market prices or dealer quotes for similar instruments

Ý the fair value of the remaining financial instruments is determined using discounted cash flow analysis / Earnings / EBITDA multiple method.

All of the resulting fair value estimates are included in level 1 and 2 except for unlisted equity securities, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

The carrying amounts of trade receivables, trade payables, advances to employees including interest thereon (secured/ unsecured), inter corporate deposits, security deposits, deposits from customers, other receivable, loans to employees, interest receivables, subordinate debt, unpaid dividends, bank deposits with original maturity of more than 3 months but less than 12 months, bank deposits with more than 12 months maturity, capital creditors, loans to employee and cash and cash equivalents are considered to have their fair values approximately equal to their carrying values. The fair values for other assets and liabilities were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy if there is inclusion of unobservable inputs including counterparty credit risk. The fair values of noncurrent borrowings and finance lease obligations are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

(B) Financial Risk Management

The Company's business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company's senior management has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies.

The Company's risk management is carried out by the treasury department under policies approved by the board of directors. Treasury Department identifies, evaluates and hedge financial risks in close cooperation the Company's operating units.

(a) Credit risk

The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk arises from cash and cash equivalents, investments carried at amortised cost or fair value through profit & loss and deposits with banks and financial institutions, as well as credit exposures to trade/non-trade customers including outstanding receivables and loans.

(i) Credit risk management

Credit risk is managed at segment level and corporate level depending on the policy surrounding credit risk management. For banks and financial institutions, only high rated banks/institutions are accepted. Generally all policies surrounding credit risk have been managed at segment and corporate level. Each segment is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. For other financial assets, the Company assesses and manages credit risk based on internal credit rating system. The finance function consists of a separate team who assess and maintain an internal credit rating system. Internal credit rating is performed on a Company basis for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets:

Rating 1: High-quality assets, negligible credit risk

Rating 2: Quality assets, low credit risk

Rating 3: Medium to low quality assets, Moderate to high credit risk Rating 4: Doubtful assets, credit-impaired

(ii) Provision for expected credit losses

Trade receivables, retentions on contract and amounts due from customers for contract work

The provision for expected credit losses on financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs, based on the Company's past history, existing market conditions, current creditability of the party as well as forward looking estimates at the end of each reporting period.

Investments other than equity instruments

Investments in financial assets other than equity instruments are exposed to the risk of loss that may occur in future from the failure of counterparties or issuers to make payments according to the terms of the contract. The maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial instruments presented in the balance sheet.

Year ended March 31, 2023:

Expected credit loss for financial assets where general model is applied

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in the operating companies of the Company in accordance with practice and limits set by the Company. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the Company's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans

Further in view of the certain cash flow mismatches the Company is considering debt resolution plan. Also the time bound monetisation of assets as well as favorable and timely outcome of various claims will enable the Company to meet its obligation. The Company is confident that such cash flows would enable it to service its debt, realise its assets and discharge its liabilities in the normal course of its business.

(i) Foreign currency risk

The Company operates in a business that exposes it to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the Company is to minimise the volatility of the INR cash flows of highly probable forecast transactions.

47. Capital Management

(a) The Company considers the following components of its Balance Sheet to be managed capital:

1. Total equity - Share Capital , Share warrants, Share premium, Retained profit, General reserves and Other reserves

2. Working capital.

(b) The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders. The capital structure of the Company is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company's aim to translate profitable growth to superior cash generation through efficient capital management. The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditor, and market confidence and to sustain future development and growth of its business. The Company's focus is on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required, without impacting the risk profile of the group. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The management monitors the return on capital as well as the level of dividends to shareholders. The Company's goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute dividends in future periods.

49. The figures for the previous year ended March 31, 2022 have been regrouped and rearranged to make them comparable with those of current year. Figures in bracket indicate previous year's figures. @ - represents figures less than ' 50,000 which have been shown at actual in brackets with @.

50. Pu rsuant to first proviso to sub-section (3) of section 129 of the Act, read with rule 5 of Companies (Accounts) Rules, 2014, the Company has attached salient features of the financial statement of its subsidiaries, associates and joint-ventures in form AOC-1 with its Consolidated Financial Statements.