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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 543317ISIN: INE201P01022INDUSTRY: Infrastructure - General

BSE   ` 1063.55   Open: 1114.15   Today's Range 1057.80
1116.00
-50.60 ( -4.76 %) Prev Close: 1114.15 52 Week Range 902.05
1859.95
Year End :2024-03 

q. Provisions, contingent liabilities and contingent assets

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measure based on management's estimate required to settle the obligation at the balance sheet date and are discounted the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent liability is disclosed when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of

such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

Contingent assets are not recognized but are disclosed in the notes where an inflow of economic benefits is probable.

r. Earnings per share

Basic earnings per share is computed by dividing the net profit for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.

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

s. Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of Company.

Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment and intangible assets.

t. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. Net of outstanding bank overdrafts if any, as they are considered an integral part of the Company's cash management.

u. Exceptional item

Exceptional items are generally non-recurring items of income and expense within profit or loss from

ordinary activities, which are of such size, nature or incidence that their disclosure is relevant to explain the performance of the Company for the year.

v. Assets Classified as Held for Sale

The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. The Company has classified noncurrent assets as held for sale when the sale is highly probable, and the asset is available for immediate sale in its present condition. The Company has committed to the sale and the sale expected within one year from the date of classification.

Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset excluding finance costs and income tax expense. Assets and liabilities classified as held for sale are presented separately from other items in the balance sheet.

2.3 Significant accounting judgements, estimates and assumption

The preparation of the standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the Standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

The following are the key judgement, estimation and assumptions concerning the future, and other key sources of

estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Revenue recognition

Revenue recognition from construction contracts involves significant degree of judgements and estimation such as identification of contractual obligations, measurement and recognition of contract assets, determination of variable consideration, change of scope and determination of onerous contract which include estimation of contract costs. The Company reassesses these estimates on periodic basis and makes appropriate revisions accordingly.

Fair value measurement of financial instruments

In estimating the fair value of financial assets and financial liabilities, the Company uses market observable data to the extent available. Where such Level 1 inputs are not available, the Company establishes appropriate valuation techniques including the Discounted Cash Flows (DCF) model and inputs to the model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of Non-Financial Assets (including subsidiaries and associate)

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows (consisting of annuity, Interest rate, discount rate, future operating income and cost as well as finance cost) are derived from the Business Projections and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. Further, the management has not considered any claim or awards which receivable from various authorities in the impairment assessment of subsidiaries.

Significant influence over InvIT

The Company hold 43.56% in the Bharat Highways InvIT ("InvIT”) as result of sale of its seven subsidiaries to InvIT. The

Aadharshila Infratech Private Limited ("Sponsor of InvIT”) is holding 15% in the InvIT The management has applied its judgement in terms of its evaluation relationship between the Company and InvIT's sponsor based on ownership, relationship between both entities along with legal evaluation, voting arrangement, financial position, funding arrangement of the InvIT's Sponsor to acquire investment in InvIT, lending / security arrangement and all other business relationship etc, and is not an agent or de-facto agent of the Company as per Ind AS 110. Accordingly, the above sale transaction with InvIT is not considered as common control and the Company does not exercise control over InvIT in accordance with Ind AS 110. Considering the nature of relationship, the management has concluded that the Company exercises significant influence and investment in InvIT considered as its associate.

Impairment of financial assets (including Trade Receivables and contract assets)

Impairment testing for financial assets (other than trade receivables and contract assets) is done at least once annually and upon occurrence of an indication of impairment. The recoverable amount of the individual financial assets is determined based on value-in-use calculations which required use of assumption. These assumptions are about risk of default and expected credit loss. The Company makes judgement in making these assumptions and selecting inputs to the impairment calculation, based on the Company's past history, existing condition and forward-looking estimates at the end of each reporting year of counter party's credit worthiness.

Allowances for doubtful trade receivables and contract assets represent the estimate of losses that could arise due to inability of the customer to make payments when due. These estimates are based on the Company's past history, performance issues, existing market conditions as well as forward looking estimates at the end of each reporting period.

Useful life of Property, Plant and Equipment

Determination of the estimated useful life of property, plant and equipment and the assessment as to which components of the cost may be capitalized. Useful life of these assets is based on the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimates, taking into account the Company's historical experience with similar assets, nature of the asset, estimated usage, expected residual values and operating conditions of the

asset. Management reviews its estimate of the useful lives of depreciable at each reporting date, based on the expected utility of the assets. The depreciation for future periods is revised if there are significant changes from previous estimates.

Defined benefit plans (gratuity benefits) and accumulated leaves

The cost of defined benefit gratuity plan and accumulated leaves are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates.

Determination of lease term & discount rate Determination of lease term

The Company makes assessment on the expected lease term on lease by lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of lease and the importance of the underlying to the Company's operations taking into account the location of the underlying asset and the availability of the suitable alternatives. The lease term in

future periods is reassessed to ensure that the lease term reflects the current economic circumstances.

Estimating the Incremental Borrowing Rate

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate that the Company have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of similar value to the right-to-use asset in a similar economic environment. The IBR therefore reflects what the Company 'would have to pay', which require estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs when available and is required to make certain entity / lease transaction specific estimates.

Provisions and Contingencies

The Company has ongoing litigation with various regulatory authorities. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the disputes can be made based on management's assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex estimation uncertainty.

3. Changes in accounting policies and disclosures

3.1. New Standards, Interpretations and Amendments adopted by the Company

The accounting policies adopted in the preparation of the standalone financial statements are consistent except for amendments to the existing Indian Accounting Standards (Ind AS).

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023

dated 31 March 2023 to amend the following Ind AS which are effective for annual periods beginning on or after 1 April 2023. The Company applied for the first-time these amendments.

(i) Definition of Accounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates. The amendments had no impact on the Company's Standalone financial statements.

(ii) Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an impact on the Company's disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company's standalone financial statements.

Apart from these, consequential amendments and editorials have been made to other Ind AS like Ind AS 101, Ind AS 102, Ind AS 103, Ind AS 107, Ind AS 109, Ind AS 115 and Ind AS 34.

3.2. Standards notified but not yet effective

There are no new standards that are notified, but not yet effective, upto the date of issuance of the Company's standalone financial statements.

c) The company has pledged its investment in equity shares of subsidiaries, in favour of lenders for term loan facilities availed by the respective subsidiary companies.

d) The company has been incorporated during the year.

e) The Company has signed a framework agreement dated December 21, 2022 with Indigrid Investment Managers Limited ("IGI”) (Acting as Investment manager of India Grid Trust "IGT"). whereby its specified that the Company's entire shareholding in the Rajgarh Transmission Limited (RTL) will be transferred to IGT upon achievement of Commercial Operation Date of RTL, subject to fulfilment of other terms and conditions and receipts of necessary approvals as mentioned in framework agreement.

f) Pursuant to share purchase agreement dated October 31,2023, the Company sold its 21% stake in one of its wholly owned subsidiary i.e. Naguar Mukundgarh Highways Private Limited ("NMHPE) for total consideration of H 1,116.58 lakhs and resultant gain of H 830.35 lacs has been disclosed as an exceptional item in these standalone financial statements.

g) The Company had acquired 100% equity shares in Pachora Power Transmission Limited ("PPTL”) for total consideration of H655.30 lakhs as per the share purchase agreement entered with REC Power Development and Consultancy Limited ("RECDCL'), dated 14 February 2024 pursuant to bid condition, as the company has been identified selected bidder vide letter of intent dated December 31,2023 for the project "Transmission system for Evacuation of Power from RE Projects in Rajgarh (1000 MW) SEZ in Madhya Pradesh-Phase II". This has been accordingly accounted in these standalone financial statements.

Notes:

a) The company has granted interest bearing loan to its subsidiaries. The fund has been advanced to its subsidiaries for business need of the subsidiaries company. Repayment of such loan is as per the terms of Loan agreement.

b) For terms and conditions relating to loan to related parties (refer note 39).

c) Since all loans given by the company are unsecured and considered good, the bifurcation of loans in other categories as required to be classified as per schedule III of the Companies Act, 2013 viz. Loans Receivables considered good - Secured, Loans Receivables which have significant increase in Credit Risk; and Loans Receivables - credit impaired considered as not applicable to the company and hence not disclosed above. Also, there are no Expected Credit Loss (ECL) provision on the considered good loan. Therefore relevant ECL disclosure are not provided.

d) There is no amount due from director, other officer of the company or firm in which any director is a partner or private companies in which any director is a director or member at any time during reporting period except loan to wholly owned subsidiaries where director is director (refer note 39).

e) The company is engaged in business of providing infrastructure facilities and accordingly, the provision of section 186(4) of the Companies Act, 2013 are not applicable and accordingly disclosure is not given.

f) The company has not granted loans which are either repayable on demand or are without specifying terms of repayment. Hence, the disclosure as specified in schedule III is not given in the standalone financial statements.

Notes : -

i) Securities premium

Securities premium is used to record the premium received on issue of shares. The reserve can be utilised only for limited purpose such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

ii) Capital redemption reserve

The reserve has been created on redemption of redeemable preference shares in accordance with the sub-section (2) of section 55 of the Companies Act, 2013. The reserve can be utilised in accordance with provisions of the Companies Act, 2013.

iii) Retained earnings

Retained earnings represents the profit that the company earn till date, which includes re-measurement gain/(loss) of defined benefit plans, net of tax and can be distributed by the Company as dividends in accordance with provision of the Companies Act, 2013.

iv) Equity instruments through OCI

The company has elected to recognise changes in fair value of certain investment in equity securities in other comprehensive income. These changes are accumulated within the equity instruments through other comprehensive income within equity. The company transfers amount from this reserve to retained earnings when relevant securities are derecognised.

v) Share based payment reserve

The share based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

Notes:

i) Term loans from banks in foreign currency are secured by:

(a) Hypothecation of first pari passu charge on all existing and future moveable assets of the company at lease 1.25x (other than specifically charged to financial instruments)

(b) Unconditional, irrevocable and continuing personal guarantee from Mr. Vinod Kumar Agarwal and Mr. Purshottam Agarwal

ii) Redeemable non-convertible debentures are secured by:

(a) a first ranking charge, created by way of hypothecation/charge of the past, present and future plant and machinery of the company covering 1.25x of the security cover on the outstanding debenture.

iii) Unsecured debentures of H 15,893.75 lakhs as at March 31, 2024 (31 March 2023 : H 28,885.21) are secured by way of Unconditional, irrevocable and continuing personal guarantee of Mr. Vinod Kumar Agarwal and Mr. Ajendra Kumar Agarwal.

Notes:-

i) Working capital demand loan is secured by hypothecation of all present as well as entire future current assets including inventories, trade receivables, etc. excluding work in progress (real estate) and first pari pasu charge by way of mortgage of the immovable properties, lien over deposit with bank and second pari passu charge over Plant & Machinery to the extent of 10.63% of total working capital limits sanctioned under Consortium.

Security to the lenders also include:

1. Unconditional, irrevocable and continuing personal guarantee of Mr. Vinod Kumar Agarwal and Mr. Ajendra Kumar Agarwal for the value of the outstanding limits where personal guarantee is provided.

2. Unconditional, irrevocable and continuing personal guarantee of Mr. Purshottam Agarwal for outstanding value of the term loans where guarantee is provided and for working capital limits to the value of the property mortgaged and Mr. Mahendra Kumar Agarwal only to the value of the property mortgaged.

3. Corporate Guarantee of the following related company to the extent of the value of the property mortgaged:-

A. Grace Buildhome Private Limited

B. Rahul Infrastructure Private Limited

The loan repayable on demand with interest rate ranging from 7.35% p.a.

ii) Unsecured working capital demand loan repayable on between 0 to 6 months with interest rate in the range of 7.17% to 7.60% p.a. The said loan fully repaid during the year.

iii) The quarterly returns/statements filed by the Company with the banks and financial institutions are in agreement with the books of accounts of the Company.

32 Leases

Company as lessee :

The Company has lease contracts for various items of land, building, plant, machinery, vehicles and other equipment used in its operations. Leases of land generally have lease terms between 1 to 99 years, while Building have lease term between 1 to 9 years. Plant and machinery, vehicles and other equipment generally have a short term leases. The Company's obligation under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. The Company has elected not to apply the requirements of Ind AS 116 to short term leases of all the assets that have a lease term of twelve months or less or cancellable or with low value. The lease payments associated with these leases are recognized as an expense under the head of "Expenses relating to short term leases” on a straight line basis over the lease term.

The lease arrangements have extension/ renewal / termination options exercisable by either parties which may make up assessment of lease term uncertain while determining the lease term, all facts and circumstances that creates an economic incentive to exercise an extension option, or not exercise a termination option considered.

vii Sensitivity analysis

The sensitivity analysis given below have been determined based on a method that extrapolates the impact on defined obligation as result of reasonable changes of the key assumptions occurring at the end of the reporting period. The sensitivity analysis are based on a change in a significant assumptions keeping all other assumptions constant. The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another. The quantitative sensitivity analysis for significant assumption is as shown below:

ix. Asset Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

x. Effect of Plan on Entity's Future Cash Flows

a) Funding arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

C. Other long-term employee benefits

The compensated absences expenses reduced by H 56.80 lakhs for the year ended March 31, 2024 (charged for the year ended March 31,2023 is H 8.87 lakhs) based on acturial basis which is recognised in the standalone statement of profit and loss.

35 Employee share based payment

Employees Stock Option Scheme - 2021

The Shareholders at the Annual General Meeting held on September 27, 2021 has passed the special resolution and approved the Employee Stock Option Scheme titled 'G R Infraprojects Limited Employees Stock Option Scheme - 2021'(ESOP 2021 Plan). The ESOP 2021 Plan is the primary arrangement under which plan to provide incentives to employees who are in the employment of the Company, its subsidiaries or associate company or group company, including the eligible Directors of the Company, at the time the grant is made under the Plan. Under this Plan, the exercise price for Options shall not be less than the face value and shall not be more than fair market value (FMV) of an equity share of the company at the time of grant of option as determined by the nomination and remuneration committee from time to time after complying the condition as mentioned in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The maximum number of Options that may be granted pursuant to this ESOP 2021 Plan shall not exceed 9,66,890 Options which shall be convertible into equal number of shares.

During the year, the Nomination and Remuneration committee in their meeting dated August 10, 2023 has granted 3,13,196 employee stock options (ESOPs) to its eligible employees under the ESOP 2021 Plan. The Employee stock option has been granted on August 10, 2023 and 25% of the grant would vest at the end of the first year, 25%of the grant would vest at the end of the second year, 25%of the grant would vest at the end of the third year and 25% of the grant would vest at the end of the forth year with a vesting condition that the employee is in continuous employment with the Company till the date of vesting. The exercise period would be 3 years from the date of respective vesting.

These options are equity settled and are accounted for in accordance with the requirement applying to equity settled transactions.

The fair value of these options can be determined using the Black- Scholes model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

36 Segment Reporting

As permitted by paragraph 4 of Ind AS 108, "Operating Segments”, notified under section 133 of the Companies Act, 2013, read together with the relevant rules issued thereunder, if a single financial report contains both consolidated financial statements and the standalone financial statements of the parents, segment information need to be presented only on the basis of the consolidated financial statements. Thus disclosures regarding 'Operating segment' under Ind AS 108 is presented in Consolidated Financial Statements. The company operates only in India, hence no separate geographical segment is disclosed.

G. Reason for shortfall

The shortfall amounting to Nil (31 March 2023: shortfall of H 992.70 lakhs) pertains to ongoing projects which has been transferred to separate unspent CSR account subsequent to year end in accordance with the provisions of section 135 (6) of the Companies Act, 2013.

H. Nature of CSR activities: -

(i) Construction and maintenance of education institution and heath care infrastructure

(ii) Provide sponsorship for education to under privilege and disable children's.

(iii) Animal welfare by way of construction of Gaushala and contribution for green husk.

(iv) Water conservation by way of construction of ponds.

(v) Promotion of sports by way of providing sports equipments and setting up sports events.

H. Terms & Condition with Related Party:

i) The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or those which might reasonably be expected to be available, in respect of similar transactions with non-key management personnel related entities on an arm's length basis.

ii) The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free except loan given and settlement occurs in cash as per the terms of the agreement.

iii) Key Managerial Personnel who are under the employment of the Company are entitled to post employment benefits and other long term employee benefits recognised as per Ind AS 19 - Employee Benefits in the standalone financial statements. The Remuneration disclosed above is for short term employee benefits and does not includes post employee benefits as the same is not material and hence not disclosed separately.

iv) The loans given to subsidiaries companies is based on their business needs in accordance with Loan agreements of the respective entities. The loan carries interest rate of 10.50% p.a. (31 March 2023 : 10% p.a.)

v) The company has granted 21,700 option to key managerial personal on 10 August 2023 under 'G R Infraprojects Limited employee stock option scheme 2021' with exercise price of H 1,000 per share which will expire on February 2029. Accordingly, The company recognised expenses of H 49.44 lakhs (31 March 2023 Nil) towards employee stock options granted to key managerial personnel. The same has not been considered as managerial remuneration of current year as defined under section 2(78) of the companies Act, 2013 as the option have not been exercised.

vi) The company has pledged its investment in equity shares of subsidiaries of H 12,479.29 lakhs (31 March 2023 : H 13,701.37 lakhs) in favour of the lender for term loan facilities availed by the respective subsidiaries companies.

Note: All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy described as above, based on the lowest level input that is significant to the fair value measurement as a whole.

The fair values of the financial assets and financial liabilities included in the level 2 category above has been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

45 Financial risk management objectives and policies

The Company's principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's financial assets comprise mainly of investments, loans, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables other than derivative that are derived directly from its operations. The Company also holds investments in equity instruments and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's board of directors have overall responsibility for establishment and oversees the Company's risk management framework. All derivative activities for risk management purposes are carried out by finance team which has appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

A. Market risk

Market risk is the risk that the fair value of future cash flow of financial instrument will fluctuate because of changes in market prices. Market Risk comprises three types of risk: interest rates risk, currency risk and other price risk, such as equity prices risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt and equity investments and derivative financial instruments.

The sensitivity analyses in the following sections relate to the position as at 31 March 2024 and 31 March 2023.

The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of hedge designations in place at 31 March 2024. The analysis excludes the impact of movements in market variables on the carrying values of gratuity and other post-retirement obligations and provisions.

The following assumptions have been made in calculating the sensitivity analyses:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at 31 March 2024 and 31 March 2023.

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 is exposed to interest risk of changes in market interest rates relate primarily to the Company's long-term debt obligations with floating interest rates. While most of long-term borrowings from debenture holders are on fixed rate basis, certain borrowings consist of floating rate obligations linked to the applicable benchmark rates, which may typically be adjusted at certain intervals in accordance with prevailing interest rates. As at 31 March 2024, approximately 64% of the Company's borrowings are at fixed rate (31 March 2023: 57%) including borrowings at variable rates hedged by Interest Rate Swaps for fixed rate of interest. Increases in interest rates would increase interest expenses relating to outstanding floating rate borrowings and increase the cost of new debt. In addition, an increase in interest rates may adversely affect ability to service long-term debt and to finance development of new projects, all of which in turn may adversely affect results of operations. The Company seeks to mitigate such risk by maintaining an adequate proportion of floating and fixed interest rate borrowings.

Foreign currency risk

The functional currency of the Company is Indian Rupees (""H""). Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency).

The Company manages its foreign currency risk by hedging transactions. When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. The Company hedges its exposure to fluctuations by using foreign currency swaps and forwards.

Commodity Price Risk

The Company requires materials for construction, operation and maintenance of the projects, such as cement, bitumen, steel and other construction materials. The Company has hedged its commodity risk in respect of aggregates for production of aggregates. The Company is able to manage its exposure to price increases in project materials through bulk purchases and better negotiations. Further, the company has arrangement with its customers to charge price escalation which mitigate any increase in price risk. Hence, the sensitivity analysis is not required.

Equity price risk

The Company's exposure to price risk in the investment in mutual funds and equity shares arises from investments held by the Company and classified in the balance sheet as fair value through profit or loss including OCI (refer note 5). The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. The Company's Board of Directors reviews and approves all equity investment decisions.

The investments in mutual funds are designated as FVTPL while investment in equity shares are designated as FVOCI.

Equity price sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in Investment in mutual funds and equity price.

B. Credit risk

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. The Company is exposed to credit risk primarily trade receivables, contract assets and other financial assets including deposits with banks. The Company's exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions is reasonably spread amongst the counterparties. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 42.

Trade receivable and contract assets

The Company's exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base. Ageing has been disclosed in note 11.

The Company's customer profile includes public sector enterprises, state owned companies, group companies and corporates customers. General payment terms include mobilisation advance, monthly progress payments with a credit period ranging from 30 to 90 days. Further, trade receivables include retention money receivable from the customers on expiry of the defect liability period However, the Company has an option to get the refund of the above receivables if bank guarantee is provided. The Company has a detailed review mechanism of overdue customer receivables at various levels within organisation to ensure proper attention and focus for realisation.

Credit risk on trade receivables and contract assets is limited as the customers of the Company mainly consists of the government promoted entities having a strong credit worthiness. The provision matrix takes into account available external and internal credit risk factors such as company's historical experience for customers.

The information about movement of impairment allowance due to the credit risk exposure is given in Note 11.

The significant change in the balance of trade receivables and contract assets are disclosed in note 48.

Concentration of credit risk

At 31 March 2024, the Company had four customers (31 March 2023: five customers) that accounted for approximately 44% (31 March 2023: 63%) of all the outstanding receivables and contract asset.

Financial instruments and bank deposits

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

This comprises mainly of deposits with banks, investments in mutual funds and other intercompany receivables. The Company's maximum exposure to credit risk for the components of the balance sheet at 31 March 2024 and 31 March 2023 is the carrying amounts as illustrated in Note 42.

C. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company invest in liquid mutual funds and deposit with bank to meet the immediate obligations.

46 Capital management

For the purpose of the Company's capital management, capital includes paid-up equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the requirements of the financial covenants. Breaches in meeting the financial covenants would permit the lenders to immediately call loans and borrowings. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using Debt-Equity ratio, which is net debt divided by total equity. The Company's policy is to keep the net debt to equity ratio below 3. Net debt consist of interest bearing borrowings, interest accrued thereon less cash and cash equivalents. Equity includes equity attributes to the equity shareholders.

51 Exceptional item

(i) Pursuant to Board of Director's approval dated October 26, 2023 and share purchase agreement dated October 31, 2023, the Company has sold its 21% stake in one of its wholly owned subsidiary i.e. Naguar Mukundgarh Highways Private Limited (NMHPL) for total consideration of H 1,116.58 lakhs and resultant gain of H 830.35 lakhs has been disclosed as an exceptional item in these standalone financial statements.

(ii) The Company had originally obtained approval for sale of 100% stake in seven subsidiaries to Bharat Highways InvIT (InvIT) from the Audit committee on May 27, 2022, the Board of Directors on July 28, 2022 and minority shareholders on August 25, 2022 whereby the minority shareholders have authorised the Board to take necessary action for carrying out the transaction. Subsequently, there has been a change in the Sponsor whereby the Company no longer continued as Sponsor of the InvIT and the change was approved by the Board on November 30, 2022. Also, on the same date, as per the approval given by the board, the Company transferred GR Highways Investment Manager Private Limited (Investment Manager of InvIT) to Lokesh Builders Private Limited for a consideration of H1,500 lakhs representing book value as on that date. On continuous basis, the board was briefed about the status of the transaction on February 12, 2024, which was closer to the date of transaction, the board discussed and approved the tentative price range for the transaction and certain board members and KMP were authorised to close the same accordingly. Basis the above approval and upon finalisation of consideration, the Company has entered into share purchase agreement date February 20, 2024 to sell its 100% stake in its Seven subsidiaries namely GR Phagwara Expressway Limited, Porbandar Dwarka Expressway Private Limited, GR Gundugolanu Devarapalli Highway Private Limited, GR Akkalkot Solapur Highway Private Limited, Varanasi Sangam Expressway Private Limited, GR Sangli Solapur Highway Private Limited and GR Dwarka Devariya Highway Private Limited to the Bharat Highways InvIT(""The InvIT""). The equity shares of above subsidiaries got transferred on February 29, 2024. The Company has received 13,75,30,405 units with issue price of H 100 per unit as consideration against above sale of shares and 5,54,08,300 units with issue price of H 100 per unit towards assignment of loan receivable from above subsidiaries, which has resulted in the Company holding 43.56% stake in the InvIT The management believes that the transaction has been carried at basis mutual negotiation between parties as per the approval and the authority granted by minority shareholders to the board of directors of the Company, for negotiating and agreeing the terms of deal. Also, all subsequent changes in the InvIT structure as well pricing adjustments are duly approved by the board as per the authority given.

The InvIT has carried out fair valuation of above subsidiaries by independent valuer using inputs generally used by market participants in similar transactions resulting in fair value of net assets of H 194,093.00 lakhs. As stated above, the Company has received units worth of H 137,530.41 lakhs as a consideration for sale. This has resulted in difference of H 56,562.60 lakhs mainly on account of (a) difference in Weighed Average Cost of Capital on account of different cost of equity (including debt-equity ratio) (b) InvIT Issue expenses, and (c) Net present value of InvIT related expenses (including fees payable to investment manager) amounting to H 30,175.20 lakhs, H 5,899.30 lakhs and H 2,0488.10 lakhs, respectively.

Based on substance of relationship, the Company has treated the aforesaid difference, net of adjustment of holding of other unitholders of the InvIT considering that economic benefits to the extent given away by the Company, considered as additional investment in associate resulting value of Investment is H 2,17,577.37 lakhs on date of transfer and the management has also assessed the recoverable value of this investment at the yearend wherein the difference between carrying value and recoverable value amounting to H 6,193.72 lakhs has been charged off to profit and loss. As a result of above, the Company has recorded net gain on sale of investment of H1,37,196.35 lakhs as exceptional item in these standalone financial statements.

52 The Company has used accounting software, for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the accounting software. However, the audit trail feature is not enabled for the certain direct changes to data when using certain privilege administrative access rights to the accounting software and the underlying database. Further, no instances of audit trail feature being tampered with, was occurred in respect of the accounting software. Subsequent to year end, the log has been activated in the accounting software and the privilege access to the database has been restricted.

53 The Indian Parliament has approved the Code on Social Security, 2020 ('Code') which may likely impact the contributions made by the Company towards Provident Fund and Gratuity. The Company will assess the impact once the corresponding rules are notified and will give appropriate impact in the standalone financial statement in the period in which the Code becomes effective and the related rules are notified.

54 The law enforcement agency had taken into custody two NHAI officials posted at Regional office, Guwahati along with three employees of the company on June 12, 2022 and registered case under the Prevention of Corruption Act, 1988 read with the Indian Penal Code, 1860. Subsequently, all three employees of the Company were released on bail and the Company had also received summons and appeared through its authorized representative to Ld. Court. Currently matter is sub-judice and pending with Ld. Court.

The Company is in process of filing appropriate applications/petitions, challenging its involvement in the said matter before the concerned Ld. Court. However, as the matter is sub-judice and pending with Court, any impact of the matter on the Standalone financials statements would be depended on conclusion of the matter.

55 Other Statutory Information

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

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

(iii) The Company have not advanced or loaned or invested funds either from borrowed funds or share premium or any other sources or kind of funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding recorded in writing or otherwise that the Intermediary shall:

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

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

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

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

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

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

(vi) The Company has not been declared as willful defaulter by any bank or financial institution or other lender.

56 Events occurring after Balance sheet date :

The Company evaluates events and transactions that occur subsequent to the Balance sheet date but prior to approval of the financial statements to determine the necessary for recognition and/or reporting of any of these events and transactions in the financial statements. As on May 29,2024, there are no subsequent events recognised or reported.

As per our report of even date

For S R B C & CO LLP For and on behalf of the Board of Directors of

Chartered Accountants G R Infraprojects Limited

ICAI Firm's Registration No :324982E/E300003 (CIN: L45201GJ1995PLC098652)

per Sukrut Mehta Ajendra Kumar Agarwal Vikas Agarwal

Partner Managing Director Wholetime Director

Membership No: 101974 DIN: 01147897 DIN: 03113689

Place : Gurugram Place : Gurugram

Date : 29 May 2024 Date : 29 May 2024

Anand Rathi Sudhir Mutha

Chief Financial Officer Company Secretary

ICAI Mem. No. 078615 ICSI Mem. No. ACS18857

Place : Ahmedabad Place : Gurugram Place : Udaipur

Date : 29 May 2024 Date : 29 May 2024 Date : 29 May 2024