b. Terms/rights attached to equity shares:

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

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

f. Bonus shares/buy back/shares for consideration other than cash issued during past five years:

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

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

(iii) Aggregate number and class of shares bought back - Nil

g. Out of the total issued capital, 25,260 (31 March 2023: 25,260) equity shares of 11 each have been kept in abeyance pending final settlement of rights issues.

h. The Board of Directors of the Company has recommended equity dividend of 1 1.70 per share (31 March 2023: 1 0.75 per share) for the year ended 31 March 2024. (Refer note 43)

Nature and purpose of reserves

(i) Securities premium

Securities premium is used to record the premium received on issue of shares. This account is utilised in accordance with the provisions of the Companies Act 2013 (‘the Act’).

(ii) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn.

(iii) Retained Earnings

Retained earnings represents the profits/losses that the Company has earned/incurred till date including gain/(loss) on fair value of defined benefits plans as adjusted for distributions to owners, transfer to other reserves etc.

(iv) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within fair value through other comprehensive income (‘FVTOCI’) reserve within equity. The Company transfers amount from this reserve to retained earnings when the relevant equity securities are derecognised.

(v) Exchange differences on translating the financial statements of a foreign operation

The Company has recognised exchange differences arising on translation of the foreign operations (i.e. Branch in Myanmar, Sri Lanka and Bangladesh) in other comprehensive income and accumulated in ‘Foreign Currency Translation Reserve’ in Other Equity.

Terms of repayment and details of security Note 17.1 - Rupee Term loan from banks

Loans obtained from banks for capital expenses including reimbursement of expenses carry interest rates linked to 1 year/6 month MCLR currently ranging from 9.75% to 10.65% (31 March 2023: 7.25% to 10.10% p.a.) are repayable in 14/16 quarterly and 20/55 monthly installments. One of these loans is secured with exclusive charge on an immovable property of the Company and others are secured by first and exclusive charge on specific equipment financed by the banks.

Loan obtained under Emergency Credit Line Guarantee Scheme 2.0 (‘ECLGS’) for general corporate/long term working capital purposes carry interest rates ranging from 7.50% to 9.55% (31 March 2023: 7.50% to 9.55% p.a.) for a period of 60 months including moratorium period of 12 months and thereafter repayable in 48 monthly installments. These loans are secured by second pari passu charge on the current assets and movable plant and machinery, other than those charged in favour of equipment specific term loans. The entire facility under ECLGS is also covered by way of 100% guarantee cover available from National Credit Guarantee Trustee Company Limited (NCGTC).

Note 17.2 - Vehicle loans from banks

Loans obtained for purchase of vehicles carry interest rates ranging from 7.25% p.a. to 9.15% p.a. (31 March 2023: 7.65% p.a. to 7.85% p.a.) and balance outstanding as on 31 March 2024 are repayable in 1 to 60 monthly balance installments. These loans are secured by hypothecation of the vehicles purchased out of these loans.

Note 17.4.1: Difference is on account of income tax deduced at source (‘TDS’) by clients from running account bills and considered as trade receivables pending receipt of TDS certificate for the purposes of submission of quarterly statements to banks.

Note 17.4.2: Stock statement submitted for the quarter March 2023 was based on unaudited books of accounts.

Note 17.4.3: The statement for the quarter ended 31 March 2024 was not submitted as at date of the financial statements. Accordingly, disclosure thereof has not been included above.

Note 20.1 Cash credit facilities (secured):

Cash credit facilities availed from consortium bankers carry effective interest rates ranging from 9.50% p.a. to 11.90% p.a. (31 March 2023: 8.85% p.a. to 11.00% p.a.) and are secured by first pari passu charge on the current assets and movable plant and machinery (other than those charged in favour of equipment specific term loans). These facilities are repayable on demand.

Note 20.2 Working capital demand loans (secured):

Working capital demand loans carry effective interest rates ranging from 9.50% p.a. to 12.00% p.a. (31 March 2023: 7.80 % p.a. to 10.75% p.a.) and are secured by first pari passu charge on the current assets and movable plant and machinery (other than those charged in favour of equipment specific term loans). These facilities are repayable on demand.

Note 29.2: CSR expenditure

As per the Section 135 of the Companies Act, 2013 every year the Company is required to spend at least 2% of its average net profit made during the immediately three preceding financial years on the Corporate Social Responsibility (CSR) activities. Following is the information regarding projects undertaken and expenses incurred on CSR activities.

a. Gross amount required to be spent by the Company during the year ended 31 March 2024: I 171.33 Lakhs (31 March 2023: I 80.62 Lakhs)

c. Amount of shortfall at the end of the year ended 31 March 2024 out of the amount required to be spent during the year: 0.84 Lakhs (31 March 2023: Nil).

d. Reason for shortfalls:

An implementing agency, to whom the Company made a financial contribution of I 5.90 Lakhs, could spend an amount of I 5.06 Lakhs only, leaving an unspent amount of I 0.84 Lakhs as on 31 March 2024. Subsequently, the Board decided to transfer the said unspent amount of I 0.84 Lakhs to Ganga Clean Fund, being the designated Fund specified in Schedule VII of the Companies Act, 2013, set up by the Central Government for rejuvenation of river Ganga, within the stipulated period of 6 month from the expiry of the financial year ended 31 March 2024.

e. Nature of CSR activities undertaken: Promotion of Education, Health care and Training to promote Paralympic sports.

(a) The Company has a number of claims on customers for price escalation and/or variation in contract work. In certain cases which are currently under arbitration, the customers have raised counter-claims. The Company has received legal advice that none of the counter-claims are legally tenable. Accordingly no provision is considered necessary in respect of these counter claims.

(b) I t is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities other than stated therein above. Future cash outflows in respect of the above are determinable only on receipt of judgments/decisions pending with various forums/authorities. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

NOTE 32

The Company’s trade receivables and unbilled work-in-progress include amount aggregating I 882.79 Lakhs and I 2,494.65 Lakhs (31 March 2023: I 865.39 Lakhs and I 2,519.81 Lakhs), respectively, which represent various receivables/ claims which have been raised based on the terms and conditions implicit in the contracts of certain completed/nearing completion projects. These receivables/claims are mainly in respect of cost over-run arising due to client caused delays, suspension of projects, deviation in design and change in scope of work; for which Company is at various stages of negotiations/discussions/arbitration/litigation with the clients. Considering the contractual tenability, progress of negotiations/discussions/arbitration/litigations and as legally advised in certain contentious matters, the management is confident of recovery of these receivables.

NOTE 33 SEGMENT REPORTING

The Company’s managing director who is identified as the Chief Operating Decision Maker of the Company, examines the performance of the business and allocates funds on the basis of a single reportable segment i.e. ‘Construction’. Further, the Company has operations mainly in India and has no other reportable segment.

Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the period, is as reflected in the Standalone Financial Statements as on and for the financial year ended 31 March 2024.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Expected contribution in the next year 1,226.01 Lakhs (31 March 2023: I 1,050.75 Lakhs)

f) Quantities sensitivity analysis for significant assumption is as below:

Sensitivity for significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of the defined benefit obligation, keeping all other actuarial assumptions constant. The significant actuarial assumptions are discount rate and salary escalation rate.

B Defined benefit obligations - Provident Fund

In accordance with Provident Fund and Miscellaneous Provision Act, 1952, all eligible employees of the Company are entitled to receive benefits under the provident fund plan in which both the employee and employer (at a determined rate) contribute monthly to “ITD Cementation India Limited Workmen Provident Fund”, a Trust set up by the Company to manage the investments and distribute the amounts to employees at the time of separation from the Company or retirement, whichever is earlier. This plan is a defined plan as the Company is obligated to provide its members a rate of return which should, at a minimum, meet the interest rate declared by Government administered provident fund.

A part of the Company’s contribution is transferred to Government administered pension fund. The contributions made by the Company and the shortfall of interest, if any, are recognised as an expense in the Statement of Profit and Loss under “Employee benefits expense”.

I n accordance with an actuarial valuation of provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions as mentioned below, there is no deficiency in the interest cost as the present value of the expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest of Government administered provident fund.

NOTE 36 FINANCIAL INSTRUMENTS

The fair value of the financial assets are included at amounts at which the instruments could be exchanged in a current

transaction between willing parties other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value:

(a) Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, approximate their carrying amounts largely due to the short-term maturities of these instruments.

(b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

B Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

NOTE 38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.

i Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Major financial instruments affected by market risk includes loans and borrowings.

a Interest rate risk

I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s total debt obligations with floating interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

b Foreign currency risk

The Company has balances in foreign currency and consequently the Company is exposed to foreign exchange risk. Foreign currency risk arrises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (I). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

During the year, to mitigate the Company’s exposure to foreign currency risk, non-INR cash flows are monitored and forward exchange contracts are entered into in accordance with the Company’s risk management policies. Generally, the Company’s risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months).

Sensitivity analysis

The Company’s exposure in foreign currency is not material and hence the impact of any significant fluctuation in the exchange rates is not expected to have a material impact on the operating profits of the Company.

c Equity price risk

The Company’s exposure in equity securities as at 31 March 2024 is I 5 Lakhs (31 March 2023: I 5 Lakhs) and as a result the impact of any price change will not have a material effect on the profit or loss of the Company.

ii Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. The maximum exposure of the financial assets are contributed by trade receivables. Company’s exposure to credit risk for receivable from customers (retention - not due) beyond one year is I 14,600.85 Lakhs.

a Trade receivable

Trade receivables are typically unsecured and are derived from revenue earned from two main classes of trade receivables i.e receivables from sale to government corporations and receivables from sales to private third parties. A substantial portion of the Company’s trade receivables are from government promoted corporations customers having strong credit worthiness.

b Financial assets other than trade receivables

Financial assets other than trade receivables comprise of cash and cash equivalents, other bank balances, loan to employees and other financial assets. The Company monitors the credit exposure on these financial assets on a case-to-case basis. Based on the Company’s historical experience, the credit risk on other financial assets is also low.

iii Liquidity risk

Liquidity is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

The table below provides details regarding the contractual maturities of significant financial liabilities:

NOTE 39 - DISCLOSURE PURSUANT TO IND AS 115 REVENUE FROM CONTRACTS WITH CUSTOMERS:

Refer note 2(xvi)(a) for accounting policy on revenue recognition.

(a) Disaggregation of revenue

The Company’s entire business falls under one operational segment of ‘Engineering and Construction’. Contract revenue represents revenue from Engineering and Construction contracts wherein the performance obligation is satisfied over a period of time. Further, the management believes that the nature, amount, timing and uncertainty of revenue and cash flows from all its contracts are similar. Accordingly, disclosure of revenue recognised from contracts disaggregated into categories has not been made.

(b) Unsatisfied performance obligations

The aggregate amount of transaction price allocated to performance obligations that are unsatisfied as at the end of the year is I 19,28,246.15 Lakhs (31 March 2023: I 19,23,305.63 Lakhs). Most of Company’s contracts have a life cycle of 2-3 years. Management expects that around 25% - 30% of the transaction price allocated to unsatisfied contracts as of 31 March 2024 will be recognised as revenue during next reporting period depending upon the progress on each contracts. The remaining amounts are expected to be recognised over the next 3 years. The amount disclosed above does not include variable consideration.

Note: Increase in contract assets is primarily due to higher revenue recognition as compared to progress billing during the year in certain projects, whereas increase in contract liabilities is due to higher progress billing as compared to revenue recognition during the year in certain other projects.

(ii) Revenue recognised during the year from opening balance of contract liabilities (i.e. due to customers) amounts to I 15,947.82 Lakhs (31 March 2023: I 7,546.74 Lakhs).

(iii) Revenue recognised during the year from the performance obligation satisfied upto previous year amounts to Nil (31 March 2023: Nil).

(e) Cost to obtain or fulfil the contract:

i. Amount of amortisation recognised in Statement of Profit and Loss during the year: Nil (31 March 2023: Nil)

ii. Amount recognised as contract assets as at 31 March 2024: Nil (31 March 2023: Nil)

NOTE 40 LEASES - IND AS 116

Right-of-use Assets:

The net carrying value of right-of-use assets as at 31 March 2024 of I 2,470.93 Lakhs (31 March 2023: I 4,150.99 Lakhs) have been disclosed on the face of the balance sheet. (Also refer note 3B)

Lease liabilities:

(i) As at 31 March 2024, the lease obligations aggregating I 2,708.68 Lakhs (31 March 2023: I 4,144.25 Lakhs) which have been classified to lease liabilities on the face of the balance sheet. (Also refer note 18)

NOTE 41 CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with others in the industry, the Company monitors its capital using the gearing ratio which is total debt divided by total capital (equity).

(iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

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

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

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

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

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

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

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

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

(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

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

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

NOTE 45 DISCLOSURE FOR MAINTENANCE OF BOOKS OF ACCOUNTS WITH AUDIT TRAIL (EDIT LOG)

During the year, the Company has used a particular accounting software for maintaining books of accounts for all its projects in India and a different Accounting software for its overseas projects. The accounting software used by the Company in India has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. The said software had an option to disable the audit trail (edit log) facility in tables for changing the configuration of audit trail (edit log).

In respect of accounting software of one of the overseas projects, the audit trail (edit log) feature was enabled during the year by upgrading to an advanced version of the accounting software whereas in another overseas project, the audit trail feature was enabled after the year end.

Further, for the periods where the audit trail (edit log) facility was enabled and operational, we did not come across any instance of the audit trail feature being tampered with.

NOTE 46 Previous period figures have been regrouped/reclassified whereever necessary, to conform to the current period’s classification.