Provisions for legal claims/disputed matters and othermatters are recognised when the Company has a presentlegal or constructive obligation as a result of past events,it is probable that an outflow of resources will be requiredto settle the obligation and the amount can be reliablyestimated. Provisions are not recognised for futureoperating losses.
Where there are a number of similar obligations, thelikelihood that an outflow will be required in settlement isdetermined by considering the class of obligations as awhole. A provision is recognised even if the likelihood of anoutflow with respect to any one item included in the sameclass of obligations may be small.
Provisions are measured at the present value ofmanagement’s best estimate of the expenditure requiredto settle the present obligation at the end of the reportingperiod. The discount rate used to determine the presentvalue is a pre-tax rate that reflects current marketassessments of the time value of money and the risksspecific to the liability. The increase in the provision due tothe passage of time is recognised as finance cost.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed by theoccurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or apresent obligation that is not recognized because it isprobable that an outflow of resources will not be required tosettle the obligation. However, if the possibility of outflow ofresources, arising out of present obligation, is remote, thesame is not disclosed as contingent liability.
A contingent liability also arises in extremely rare caseswhere there is a liability that cannot be recognized becauseit cannot be measured reliably. The Company does notrecognize a contingent liability but discloses its existence inthe notes to standalone financial statements. A Contingentasset is not recognized in standalone financial statements,however, the same are disclosed where an inflow ofeconomic benefit is probable.
Assessment for impairment is done at each BalanceSheet date as to whether there is any indication thata non-financial asset may be impaired. Indefinite-life intangibles are subject to a review for impairmentannually or more frequently if events or circumstancesindicate that it is necessary. For the purpose of assessingimpairment, the smallest identifiable group of assetsthat generates cash inflows from continuing use that arelargely independent of the cash inflows from other assetsor group of assets is considered as a cash generatingunit. Goodwill acquired on a business combinationis, from the acquisition date, allocated to each of theCompany’s cash-generating units that are expectedto benefit from the synergies of the combination,irrespective of whether other assets or liabilities of theacquire are assigned to those units. If any indicationof impairment exists, an estimate of the recoverableamount of the individual asset/cash generating unit ismade. Asset/cash generating unit whose carrying valueexceeds their recoverable amount are written down tothe recoverable amount by recognizing the impairmentloss as an expense in the Statement of Profit and Loss.
The impairment loss is allocated first to reduce the carryingamount of goodwill (if any) allocated to the cash generatingunit and then to the other assets on pro rata based on thecarrying amount of each asset in the unit. Recoverableamount is higher of an assets or cash generating unit’s fairvalue less cost of disposal and its value in use. Value in use isthe present value of estimated future cash flows expected to
arise from the continuing use of an asset or cash generatingunit and from its disposal at the end of its useful life.
Assessment is also done at each Balance Sheet dateas to whether there is any indication that an impairmentloss recognized for an asset in prior accounting periodsmay no longer exist or may have decreased. Animpairment loss recognized for goodwill is not reversed insubsequent periods.
Cash and cash equivalents in the Balance Sheet compriseof cash on hand, demand deposits with Banks, other short¬term, highly liquid investments with original maturities ofthree months or less that are readily convertible to knownamounts of cash and which are subject to an insignificantrisk of changes in value.
Cash flows are reported using the indirect method,whereby profit or loss before tax is adjusted for the effectsof transactions of non-cash nature and any deferralsor accruals of past or future cash receipts or payments.The cash flows from operating, investing and financingactivities of the Company are segregated based on theavailable information.
(x) Contributed Equity
Equity shares are classified as equity. Incrementalcosts directly attributable to the issue of new shares oroptions are shown in equity as a deduction, net of tax,from the proceeds.
Provision is made for the amount of any dividend declared,being appropriately authorised and no longer at thediscretion of the entity, on or before the end of the reportingperiod but not distributed at the end of the reporting period.
Basic earnings per share are calculated by dividingthe net profit or loss for the period attributable to equityshareholders by the weighted average number of equityshares outstanding during the year.
For the purpose of calculating diluted earnings per share,the net profit or loss for the period attributable to equityshareholders and the weighted average number of sharesoutstanding during the period are adjusted for the effects ofall dilutive potential equity shares.
Both Basic earnings per share and Diluted earnings pershare have been calculated with and without consideringexceptional item
(aa) Leases
The Company, at the inception of a contract, assesseswhether a contract is, or contains a lease. A contract is, orcontains, a lease if the contract conveys the right to controlthe use of an identified asset for a period of time in exchangefor consideration. A lessee recognises a Right-Of-Use(“ROU”) asset representing its right to use the underlyingasset and a lease liability representing its obligation to makelease payments. Also, the Company has elected not torecognise right-of-use of assets and lease liabilities for shortterm leases that have a lease term of 12 months or less andleases of low value assets. The Company recognizes thelease payments associated with these leases as an expenseon a straight-line basis over the lease term. The right-of-useassets are initially recognised at cost, which comprises theinitial amount of the lease liability adjusted for any leasepayments made at or prior to the commencement date of thelease plus any initial direct costs less any lease incentives.They are subsequently measured at cost less accumulateddepreciation and impairment losses, if any. Right-of-useassets are depreciated from the commencement date ona straight-line basis over the shorter of the lease term anduseful life of the underlying asset. The lease liability is initiallymeasured at the present value of the future lease payments.The lease payments are discounted using the interestrate implicit in the lease or, if not readily determinable,using the incremental borrowing rates. The lease liabilityis subsequently remeasured by increasing the carryingamount to reflect interest on the lease liability, reducing thecarrying amount to reflect the lease payments made.
A lease liability is remeasured, with a correspondingadjustment to the ROU asset, upon the occurrence ofcertain events such as a change in the lease term or achange in an index or rate used to determine leasepayments. Lease liabilities and ROU assets have beenseparately presented in the Balance Sheet and leasepayments have been classified as financing cash flows.
(bb) Non-current assets (or disposal group) held for sale anddiscontinued operations
Non-current assets (or disposal group) are classified as heldfor sale if their carrying amount will be recovered principallythrough a sale transaction rather than through continuinguse and a sale is considered highly probable. They aremeasured at the lower of their carrying amount and fair
value less costs to sell, except for assets such as deferredtax assets, assets arising from employee benefits, financialassets and contractual rights under insurance contracts,which are specifically exempt from this requirement.
An impairment loss is recognized for any initial or subsequentwrite-down of the asset (or disposal group) to fair value lesscosts to sell. A gain is recognized for any subsequent increasesin fair value less costs to sell of an asset (or disposal group),but not in excess of any cumulative impairment loss previouslyrecognized. A gain or loss not previously recognized by thedate of the sale of the non-current asset (or disposal group) isrecognized at the date of de-recognition.
Non-current assets (including those that are part of adisposal group) are not depreciated or amortized while theyare classified as held for sale. Interest and other expensesattributable to the liabilities of a disposal group classified asheld for sale continue to be recognized.
Non-current assets classified as held for sale and the assetsof a disposal group classified as held for sale are presentedseparately from the other assets in the balance sheet. Theliabilities of a disposal group classified as held for sale arepresented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity thathas been disposed of or is classified as held for sale and thatrepresents a separate major line of business or geographicalarea of operations, is part of a single co-ordinated plan todispose of such a line of business or area of operations, or isa subsidiary acquired exclusively with a view to resale.
The results of discontinued operations are presentedseparately in the Statement of Profit and Loss.
The Company has joint operations within its Engineeringand Construction segment and participates in severalunincorporated joint operations which involve the jointcontrol of assets used in Engineering and Constructionactivities. Accordingly, assets and liabilities as well asincome and expenditure are accounted on the basis ofavailable information on a line-by-line basis with similaritems in the standalone financial statements, according tothe participating interest of the Company.
Common control business combinations includetransactions, such as transfer of subsidiaries or businesses,between entities within a group.
Business combinations involving entities or businessesunder common control are accounted for using the poolingof interests method, the assets and liabilities of thecombining entities are reflected at their carrying amounts,the only adjustments that are made are to harmoniseaccounting policies.
(ee) Recent Accounting Pronocements:
Ministry of Corporate Affairs (“MCA”) notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rulesas issued from time to time, for the year ended March 31,2025, MCA has notified Ind AS - 117 Insurance Contractsand amendments to Ind AS 116 - Leases, relating to saleand leaseback transactions, applicable to the Companyw.e.f. April 1, 2024. The Company has reviewed thenew pronouncements and based on its evaluation hasdetermined that it does not have any significant impact inits financial statements.
The presentation of standalone financial statementsunder Ind AS requires management to take decisions andmake estimates and assumptions that may impact thevalue of revenues, costs, assets and liabilities and therelated disclosures concerning the items involved as wellas contingent assets and liabilities at the balance sheetdate. Estimates and judgements are continually evaluatedand are based on historical experience and other factors,including expectations of future events that are believedto be reasonable under the circumstances. The Companymakes estimates and assumptions concerning the future.The resulting accounting estimates will, by definition,seldom equal the related actual results. The estimatesand assumptions that have a significant risk of causing amaterial adjustment to the carrying amounts of assets andliabilities within the next financial year are discussed below.
• Estimation of deferred tax assets recoverable
Deferred tax assets are recognised for unused taxlosses to the extent that it is probable that taxableprofit will be available against which the same canbe utilised. Significant management judgement isrequired to determine the amount of deferred taxassets that can be recognised, based upon the likelytiming and the level of future taxable profits togetherwith future tax planning strategies.
• Estimated fair value of unlisted securities
The fair value of financial instruments that are nottraded in an active market is determined using valuationtechniques. The Company uses its judgement toselect a variety of methods and make assumptionsthat are mainly based on market conditions existingat the end of each reporting period. Refer Note 50 onfair value measurements where the assumptions andmethods to perform the same are stated.
• Estimation of defined benefit obligation
The cost of the defined benefit gratuity plan and otherpost-employment employee benefits and the presentvalue of the gratuity obligation are determined usingactuarial valuations. An actuarial valuation involvesmaking various assumptions that may differ fromactual developments in the future. These includethe determination of the discount rate, future salaryincreases and mortality rates.
Due to the complexities involved in the valuation andits long-term nature, a defined benefit obligation ishighly sensitive to changes in these assumptions. Allassumptions are reviewed at each reporting date.
The parameter most subject to change is the discountrate. In determining the appropriate discount rate for
plans operated in India, the management considersthe interest rates of government bonds in currenciesconsistent with the currencies of the post-employmentbenefit obligation.
The mortality rate is based on publicly availableIndian Assured Lives Mortality (2012-14) Urban.Those mortality tables tend to change only at intervalin response to demographic changes. Future salaryincreases and gratuity increases are based on expectedfuture inflation rates for the respective countries.ReferNote 46 for key actuarial assumptions.
• I mpairment of trade receivables, loans and other
financial assets
The impairment provisions for financial assets arebased on assumptions about risk of default andexpected loss rates. The Company uses judgementin making these assumptions and selecting theinputs to the impairment calculation, based on theCompany’s past history, existing market conditions aswell as forward looking estimates at the end of eachreporting period.
Refer Note 50 on financial risk managementwhere credit risk and related impairmentdisclosures are made.
*The Balance equity share is held by another subsidiary, Reliance Airport Developers Limited
** 26,11,20,000 (26,11,20,000) equity shares of Mumbai Metro One Private Limited, 34,98,329 (34,98,329) equity shares of SU Toll Road Private Limited,9,89,840 (9,89,840) equity shares of DS Toll Road Limited, 3,72,609 (3,72,609) equity shares of GF Toll Road Private Limited, 20,41,535 (20,41,535) equityshares of TD Toll Road Private Limited, 24,23,574 (24,23,574) equity shares of TK Toll Road Private Limited, 7,05,090 (7,05,090) equity shares of HK TollRoad Private Limited, 8,50,570 (8,50,570) equity shares of NK Toll Road Private Limited are kept in safe-keep accounts.
•••Provision made for Diminution in the value of Investment includes, H 0.04 crore on Equity Shares (Previous Year H0.04 crore) and H 678.62 Crore (PreviousYear H 678.62crore) Non- Convertible Redeemable Preference Shares of Oxagon International Limited (Formerly known as Reliance Infra Projects InternationalLimited, H 787.53 Crore (Previous Year H 787.53) on other equity instruments and H 1.40 crore (Previous Year H 1.40) on Equity Shares of Delhi Airport MetroExpress Private Limited, H 156.18 crore (Previous Year H 156.18 crore)on other equity instruments and H 7.24 crore (Previous Year H7.24 crore)on Equity Sharesof JR Toll Road Private Limited, H 195.12 crore ( Previous Year HNil) on Equity Shares and H 128.60 on other equity instruments ( Previous Year HNil) of GF Toll RoadPrivate Limited, H 626.66 on other equity instruments ( Previous Year HNil) of PS Toll Road Private Limited, H4.48 crore ( Previous Year HNil) on Equity Shares
and H 110.66 (Previous Year HNil) on other equity instruments of NK Toll Road Private Limited , H209.69 crore ( Previous Year HNil) on Equity Shares and H 15 crore(Previous Year HNil) on other equity instruments of SU Toll Road Private Limited, H37.03 crore ( Previous Year HNil) on Equity Shares and H 302.26 crore(Previous Year HNil) on other equity instruments of HK Toll Road Private Limited.
A53,03,99,995 (53,03,99,995) equity shares of BSES Rajdhani Power Limited, 28,35,59,995 (28,35,59,995) equity shares of BSES Yamuna Power Limited,5,470 (5,470) equity shares of PS Toll Road Private Limited, 26,57,100 (26,57,100) equity shares of DS Toll Road Limited,93,90,252(93,90,252) equity sharesof SU Toll Road Private Limited, 2,676 (2,676) equity shares of JR Toll Road Private Limited, are pledged with the lenders of the respective investee Companies.
'2,465 (2,465) equity shares of PS Toll Road Private Limited,11,13,300 (11,13,300) equity shares of HK Toll Road Private Limited, 15,63,000 (15,63,000) equity sharesof DS Toll Road Limited, 13,43,100 (13,43,100) equity shares of NK Toll Road Limited, 55,23,678 (55,23,678) equity shares of SU Toll Road Private Limited, 5,88,330(5,88,330) equity shares of GF Toll Road Private Limited, 2,462 (2,462) equity shares of JR Toll Road Private Limited, 32,23,476 (32,23,476) equity shares of TD TollRoad Private Limited,38,26,695 (38,26,695) equity shares of TK Toll Road Private Limited 1,88,28,000 (1,88,28,000) equity shares of BSES Kerala Power Limited andNil (10,00,00,000) Redeemable Non-Convertible Debentures in DA Toll Road Private Limited are pledged with lenders of the Company.
''written off
1written off as the Investee Company has applied for strike off in the previous year and has been struck off in the current year.
$During the year, Reliance Power Limited has allotted 18.31 crore warrants convertible into equivalent number of equity shares of Reliance Power Limitedto the Company through preferential issue partly by conversion of its existing debt.
(a) KM Toll Road Private Limited (KMTR)
KM Toll Road Private Limited (KMTR), a subsidiary of the Company and part of road SPVs, has terminated the ConcessionAgreement with National Highways Authority of India (NHAI) for Kandla Mundra Road Project (Project) on May 7, 2019, onaccount of Material Breach and Event of Default under the provisions of the Concession Agreement (Agreement) by NHAI.The operations of the Project had been taken over by NHAI. The Investments in the KMTR are classified as Non-CurrentAssets held for sale as per Ind AS 105,
“Non-Current Assets held for sale and discontinued operations”.
(a) Capital Reserve:
The Reserve is created based on statutory requirement under the Companies Act, 2013, on account of forfeiture of equityshares warrants and schemes of Amalgamation and arrangements. This is not available for distribution of dividend but canbe 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 theprovisions of the Act.
(c) Capital Redemption Reserve:
The Capital Redemption Reserve is required to be created on buy-back of equity shares. The Company may issue fullypaid-up bonus shares to its members out of the capital redemption reserve account.
(d) Debenture Redemption Reserve:
During the year, the Company has repaid its outstanding liabilities towards Non-Convertible Debentures. Accordingly,in pursuance of Rule 18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014, the balance in theDebenture Redemption Reserve has been transferred to the General Reserve.
(e) Treasury Shares:
Reliance Infrastructure ESOS Trust has in substance acted as an agent and the Company as a sponsor retains the majorityof the risks rewards relating to funding arrangement. Accordingly, the Company has recognised issue of shares to the Trustas the issue of treasury shares by consolidating Trust into standalone financial statements of the Company.
The Company has allotted 12,56,00,000 warrants, at a price of H 240 per warrant (including a premium of H 230 per warrant ofH10 each of the Company (convertible into equivalent number of equity shares of the Company). The Company has receivedH 753.60 crore being 25% as application and allotment money and the same has been utilised for expansion of businessoperations directly and/ or through investment in subsidiaries and General Corporate purpose except H 37.10 Crore which is lyingin bank current account as at March 31,2025. The details of share warrants holders are given below.
17.1. Non-Convertible Debentures (NCD) of J Nil (Previous Year J 950.54) Crore were secured as (i) 12.50% Series 29 NCD ofH Nil (Previous Year H 247.84) Crore secured by all of the Company’s rights, title, interest and benefits in, to and under a specificbank account of the Company and subservient charge over current assets of the Company. (ii) 11.50 % Series 18 NCD ofH Nil (Previous Year H 600 Crore), secured by(a) first pari-passu charge on Company’s Land situated at Village Sancoale, Goaand Plant, property and equipment at Samalkot Mandal, East Godavari District Andhra Pradesh (b) first pari-passu charge overImmoveable 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 H Nil (Previous Year H 102.70 Crore) securedby first ranking exclusive mortgaged over the Indentified Fixed assets buildings) situated in Mumbai and all of the Company’srights, title, interest and benefits in, to and under a specific bank account of Company.
17.2. Term Loans from Banks of J Nil Crore (Previous Year 27.24 Crore) were secured by way of first exclusive charge on Equipmentof Windmill Project of the Company.
17.3 (i) Loans from others of Nil (Previous Year H 1,079.42 Crore) were secured by way of: a. First pari passu charge on (i) all receivablearising out of sub-debt / loan advanced / to be advanced to Road SPVs (ii) all amounts owing to and received and/or receivablesby the Company and/ or any persons on its behalf from claims under unapproved regulatory assets. (iii) all amounts owing toand/or received and/or receivable by the Company from certain liquidity events. b. Second pari passu charge over on the currentassets of Company c. Exclusive charge over (i) all rights, title, interest and benefit of the Company on investment in RedeemableDebentures of DA Toll Road Private Limited (ii) specified buildings of the Company (iii) over the ‘Surplus Proceeds” from Sale ofShares of BSES Rajdhani Power Limited (BRPL) and / or BSES Yamuna Power Limited (BYPL), to be received by the Borroweror any Group Company of the Borrower (incl. subsidiary, affiliates, etc.). Charge on these loans shall rank pari-passu subjectto, other lender(s)/security trustee having charge, on the charged assets, sharing pari- passu letters wherever applicable (iv) allamounts 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 EquityShares of GF Toll Road Private Limited, 10,22,700 Equity Shares of KM Toll Road Private Limited, 11,13,300 Equity Sharesof HK Toll Road Private Limited, 38,26,695 Equity Shares of TK Toll Road Private Limited, 32,23,476 Equity Shares of TD TollRoad 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 Limitedand, 10,00,00,000(2,72,79,36,782) Zero Coupon unsecured Redeemable Debentures of DA Toll Road Private Limited. e. Non¬Disposal Undertaking on 19% Equity Share holding of SU Toll Road Private Limited, GF Toll Road Private Limited, KM Toll RoadPrivate Limited, HK Toll Road Private Limited, TD Toll Road Private Limited, TK Toll Road Private Limited, NK Toll Road Limitedand DS Toll Road Limited. (As per application regulations, these 19% shares are kept in safe keep account instead of creationof pledge)
During the year, Loans from Others of H 1,079.42 Crore from J.C. Flowers Asset Reconstruction Private Limited(JCF ARC) had assigned its debts due from the Company to Invent Assets Securitisation & Reconstruction Private Limited(Invent ARC). Invent ARC has recovered all its dues through enforcement of its rights on certain charged securities andtransferred of the same thereof.
17.4. Inter corporate Deposit of J 85 Crore (Previous Year Nil) were secured by first ranking exclusive mortgaged over the IdentifiedFixed assets buildings) situated in Mumbai and all of the Company’s rights, title, interest and benefits in, to and under a specificbank account of Company (Creation/modification of charges pending with RoC). The rate of Interest is 11.50%.
17.5 As per the loan sanctioned terms, borrowing of H 195.88 Crore (Principal undiscounted) from others is due for repayment onSeptember, 2031 onwards, the Company has delayed payments of interest and principal to the lenders as detailed below:
During the year, all outstanding Non-Convertible Debentures (NCDs) under Series-18, Series-20E, and Series-29 were fullysettled and extinguished. Consequently, all ongoing legal and enforcement proceedings, including actions initiated under theSARFAESI Act, have been withdrawn by the respective debenture trustees.
17.6 During the year, the Company has not been declared willful defaulter by any bank, financial institution or any other lender.
17.7 The Company in its Board Meeting dated October 1, 2024, had approved issue of Foreign Currency Convertible Bonds (FCCBs)upto U.S.$ 350 million (~INR 2,996 crore), ultra- low-cost coupon of 5% per annum, unsecured, 10-year long tenure ForeignCurrency Convertible Bonds (FCCBs), on private placement basis to VFSI Holdings Pte Limited or an affiliate of Varde InvestmentPartners LP.
20.1 Pursuant to the Settlement Agreement dated May 23, 2025 entered into with Cosmea Business Acquisitions Private Limited,the guarantee holder, the Company settled its obligation towards the corporate guarantees aggregating H 1,673 crore issued onbehalf of the EPC company and other entities, for an amount of H 425 crore. Pursuant to the Settlement Agreement, no cash callshall be made against the Company for next 10 years and the Company can settle the obligation with interest, at its discretionanytime on or before the expiry of 10 years, on cash or non-cash basis including by issue of shares, subject to the applicableprovisions of law and requisite permissions, sanctions and approvals. The said liability is secured against the current assets,present and future of the Company on the subservient charge basis (Creation/modification of charges pending with ROC), beforethe settlement this security was given for underlined Corporate Guarantees.
20.2 Other Financial Liabilities includes a Recompense amount of H 238.70 crore and premium, payable to the lenders, Pursuant tothe Settlement Agreement dated March 28, 2025 entered into by the Company with the lenders, wherein the lenders have theright to recompense from the Company in the event any amount is received by the Company from any liquidity event. Uponexercise of this right, the recompense amount shall be secured by a first-ranking exclusive mortgage over the identified fixedassets (buildings) situated in Mumbai (Creation/modification of charges pending with ROC).
i) Claims against the Company not acknowledged as debts and under litigation aggregates to H 1,118.91 Crore (March31, 2024 H 2,535.87 Crore). These include claim from suppliers aggregating to H 91.76 (March 31, 2024 H 761.33Crore), income tax claims H 599.57 Crore (March 31,2024 H 581.24 Crore), indirect tax claims aggregating to H 356.89Crore (March 31,2024 H 1103.94 Crore) and other claims H 70.69 (March 31,2024 - H 89.37 Crore). The above claimsdo not include claims/arbitration against the Company by the suppliers where the Company has also filed counterclaims as the Company does not expect any liability.
ii) With respect of Energy Purchase Agreement (EPA) entered with Dhursar Solar Power Private Limited (DSPPL),The Maharashtra Electricity Regulatory Commission (MERC) vide order dated October 21,2016 allowed partial costclaimed by the Company. Aggrieved by the said order, the Company had challenged the said order before AppellateTribunal for Electricity (APTEL). The APTEL has upheld the findings of MERC and the Company filed an appealbefore the Supreme Court of India against the APTEL Order. The matter is currently pending before the SupremeCourt of India. Post transfer of Mumbai Power Business to Reliance Electric Generation and Supply Limited (REGSL),inter-se agreement was entered between REGCL, DSPPL and the Company, whereby the Company has agreed thatthe liability of REGSL to make tariff payments for the energy supplied by DSPPL is limited to the MERC approved tariffand the Company has agreed to pay the differential amount between tariff payment as per EPA and MERC approvedtariff to the DSPPL thorough an agreement cum indemnity. Pending outcome of the matter, the Company continues toaccount differential expenditure as cost on monthly basis. The Company has also legally been advised that it has goodcase on merit and have fair chance to succeed. Based on the above facts the Company has not considered the saidagreement cum indemnity as an Onerous Contract. The Company does not expect any cash outflow on this account.
i) Uncalled liability on partly paid shares/warrants H 199.87 Crore (March 31,2024 H 10.70 Crore) out of which H 188.94Crore will be adjusted against existing inter corporate deposit given to the Warrant Issuer.
ii) The Company has given equity / fund support / other undertakings for setting up of projects / cost overrun in respectof various infrastructure and power projects being set up by Company’s subsidiaries and associates; the amounts ofwhich 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 investmentproperty including Property, plant and equipment at Santacruz at a total transaction value of H 1,200 Crore through theconveyance deed entered with Yes Bank Limited. The Company is entitled to exercise its rights/option to buy back thisproperty after 8.5 years from the date of sale, subject to fulfillment of the condition precedents at an agreed price as peroption agreement entered between parties.
(ii) Balance sheet heads (Closing balance- Gross)
2024-25
Trade Payables, Advances received and other liabilities for receiving of services: SaPol H 276.50 Crore, DSPPLH 302.44 Crore. Investment in Equity of RePL H 971.50 Crore, MMOPL H 761.43 Crore, SUTRPL H 209.69 Crore,TDTRPL H 105.67 Crore, TKTRPL H144 Crore, GFTRPL H 195.12 Crore, CBDT H 169.49 Crore, BRPL H 530.40Crore, BYPL H 283.56 Crore, BKPL H 82.81 Crore, RADL H46.50 Crore, HKTR H37.04 Crore. Inter Corporate Deposit(ICD) Taken: RVL H 172.36, DSPPL H 40.35 Crore. Inter Corporate Deposit (ICD) Given: MMOPL H 283.79 Crore,DAMEPL H 69.06 Crore, PSTRPLH 147.50 Crore, RALH 104.25 Crore, TDTRPL H 119.00 Crore, JRTRPL H 75.52Crore, RPTL H 55.56 Crore, RAL H 128.51 Crore, RePL H 238.09 Crore. Subordinate debt given to PSTL H 1,078.51Crore, DAMEPL H 787.53 Crore, HKTRPL H 302.26 Crore, GFTRPL H 128.59 Crore, JRTRPL H 156.18 Crore, TKTRPLH 215.04 Crore, NKTRL H 110.66 Crore and MMOPL H 237.99 Crore, DSTRL H 46.80 Crore, RDL H 70.89 Crore, RPTLH 54.63 Crore. Investment in Share Warrants: Repl H 415.06 Crore.Trade Receivables, Advances given and otherreceivables for rendering services SaPol H 1,932.24 Crore., TKTRPL H 36.25 Crore, Non-Current Assets Held for saleand Discontinued Operations of KMTL H 544.94 Crore. Interest receivable on ICD & Sub Debts: MMOPL H 249.86Crore, NKTRLH 194.74 Crore, RDLH 40.82 Crore
2023-24
Trade Payables, Advances received and other liabilities for receiving of services: SaPol H 290.17 Crore, DSPPLH 373.72 Crore. Investment in Equity of RePL H 970.45 Crore,MMOPL H 761.43 Crore, SUTRPL H 209.69 Crore,TDTRPL H 105.67 Crore, TKTRPL H144 Crore, GFTRPL H 195.12 Crore, CBDT H 169.49 Crore, BRPL H 530.40 Crore,BYPL H 283.56 Crore, BKPL H 82.81 Crore, Inter Corporate Deposit (ICD) Taken:RVL H 595.19 Crore. Inter CorporateDeposit (ICD) Given: MMOPL H 283.79 Crore, PSTRPLH 147.50 Crore, RALH 104.25 Crore, RePL H 410.83 Crore.Subordinate debt given to PSTL H 1,078.51 Crore, DAMEPL H 787.53 Crore, HKTRPL H 302.26 Crore, GFTRPLH 128.59 Crore, JRTRPL H 156.18 Crore, TKTRPL H 215.04 Crore, NKTRL H 110.66 Crore and MMOPL H 227.99Crore. Trade Receivables, Advances given and other receivables for rendering services SaPol H 1,931.36 Crore.Non-Current Assets Held for sale and Discontinued Operations of KMTL H 544.94 Crore.Interest receivable on ICD &Sub Debts:MMOPL H 250.75 Crore, DSTRLH 95.43 Crore, NKTRLH 214.29 Crore.
f) Receivable on account of Sale of Assets as on March 31,2025 H 1 crore (Previous Year H 1 crore) from Ms Shruti Garg,relative of Executive Director and Advance Received during the year and outstanding as on March 31, 2025 H Nil crore(Previous Year H 0.88 crore ) from Shri Punit Garg against Sale of Assets.
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 10% of the total revenue of the Company as per standalonefinancial statements are considered as Material Related Party Transactions.
(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. Theconsortium had entered into a contract with Government of India for exploration and production of CBM gas from these fourCBM blocks. The Company as part of the consortium had 45% share in each of the four blocks. M/s. Geopetrol InternationalInc was appointed the operator on behalf of the consortium for all the four CBM blocks. In SP (N) CBM block, Companysubsequently 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 Incto the Company on February 14, 2015. Mo PNG approved the same on April 28, 2016 and amendment to Contract hasbeen conveyed on January 29, 2018. DGH approved exploration Phase-II commencement date as February 28, 2018 withCompany as Operator. Currently the company is awaiting the change of ownership of Environment clearance which wasapplied to Ministry of Environment Forest and Climate Change on March 28, 2018.
(ii) Rinfra Astaldi Joint Venture (Metro): The Company along with ASTALDI S.p.A. (ASTALDI), a company incorporatedunder the law of Italy, consortium was allotted a project for Part Design and Construction of Elevated Viaduct and ElevatedStations [Excluding Architectural Finishing & Pre-engineered steel roof structure of Stations] from Chainage (-) 550 M TO31872.088 M of LINE-4 CORRIDOR [Wadala-Ghatkopar-Mulund-Thane Kasarvadavali] of Mumbai Metro Rail Project ofMMRDA. Company has entered into subcontract agreement with Milan Road Buildtech LLP (MILAN) for balance projectwork with effective date from 01st October 2021.
(iii) Kashedighat JV: The Company along with “Construction Association Interbudmontazh” (CAI), a company registered atUkraine, consortium was allotted a project from Ministry of Road Transport & Highways (MoRTH) through PWD, Maharashtrafor Rehabilitation and Upgradation of NH-66 (Erstwhile NH-17) including 6 Lanes near Parshuram village in the State ofMaharashtra under NHDP-IV on EPC Mode of Contract.
34. 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 renderscomprehensive, value-added services in construction, erection and commissioning. All other activities of the Company areintegrally related to the E&C business and do meet the criteria for separate reporting. Accordingly, the Company has noseparate reportable segments in terms of Ind AS 108- Operating Segments.
Revenue from operations includes H 203.85 Crore (Previous Year: H 355.90 Crore) from two customer having more than10% of the total revenue
The Company’s operations are mainly confined in India. The Company does not have material earnings from businesssegment outside India. As such, there are no reportable geographical segments.
35. As per Section 135 of the Companies Act, 2013 every Company is under obligation to incur expenses towards Corporate SocialResponsibilities (CSR), being 2% of the average net profit during the three immediately preceding financial years calculated inthe manner as stated in the Act. However, in view of losses incurred by the Company during the three immediately precedingfinancial years, the Company’s CSR obligation is H Nil (Previous Year H Nil). However, the Company has a duly constitutedCorporate Social Responsibility and Sustainability Committee (CSRS Committee) in compliance with the provisions of Section135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
36. The Company had extended support to an independent EPC company, which has been engaged in undertaking contracts andworks, for large number of varied infrastructure projects which were proposed and/or under development by the Company, itssubsidiaries and associates, by way of project advances, inter corporate deposits and subscription to debentures for generalcorporate purposes. The total exposure of the Company as on March 31,2025 is H Nil (net of provision of H 1,034.91 crore andwritten-off against earlier provision of H 3,972.17 crore, during the year). The Company has also provided corporate guaranteesaggregating to H 1,216 crore on behalf of the EPC Company and corporate guarantees of H 285 crore on behalf of anothercompany towards their borrowings, as a matter of prudence, which were fully provided during the quarter ended December 31,
2024 and settled by the Company pursuant to Settlement Agreement dated May 23, 2025 (Refer Note 20.1).
During the previous year, the Company has initiated pre-institution mediation proceedings in terms of Section 12 A of theCommercial Court’s Act 2015 read with the provisions of the Mediation Act, 2023, before the Main Mediation Centre, BombayHigh Court against the EPC Company for recovery of its dues. In terms of such proceedings, the Parties arrived at a ConsentTerms/Settlement Agreement between the Company and the EPC Company arising under Mediation Application No. 181/2023before the Mediation Centre, Hon’ble Bombay High Court, in terms whereof a Consent Terms was entered into on February 08,
2025 under the provisions of the Mediation Act, 2023, having the legal effect of a court decree and such Settlement Agreementenforceable as a decree passed by the court (“Decree”).
Pursuant to the Consent Terms/ Settlement Agreement, the entire dues of the EPC Company of H6,503.13 crore and dispute inregards the same stands fully settled by payment, assignment/ transfer of the assets/ economic interest in assets for H 5,777.13crore, at fair value, based on valuation carried out by IBBI registered independent valuers and fairness opinion on the same froma Merchant Banker and the balance amount of H 726 crore being Decreed Amount which is converted to a secured loan andwhich is provided for as a matter of prudence.
Pursuant to the Consent Terms, as part of the assignment, the EPC Company has;
a. Assigned entire economic rights of its shareholding in Western Electricity Supply Company of Odisha Limited, North EasternElectricity Supply Company of Odisha Limited and Southern Electricity Supply Company of Odisha Limited, (“collectivelyreferred as Odisha Discoms”) at an aggregate value of H 4,593.10 crore;**
b. Assigned its receivables pertaining to Arbitration Awards and Claims of certain road SPVs of the Company, at a fairvalue of H 896.29 crore. Considering the contingent nature of the same, the Company has as a matter of prudenceprovided for the same;
c. Assigned of entire economic rights in shares and securities in certain unlisted entities at an aggregate value ofH 155.01 crore;**
d. Assigned / transferred Loans & Advances of H 90.12, Trade Receivables of H 38.61 and cash aggregating to H 4 crore.
e. The amount of H 726 crore, being Decreed Amount stands converted to a secured loan, which is provided for as amatter of prudence.
Exceptional Item for the year ended March 31,2025 includes: a gain of H 3,633.90 crore recognized on the settlement of debtsduring the year. This amount also includes a transaction where one of the lenders to the Company enforced a charge on certainidentified securities. These securities were carried at a nil value in the books. The lender had transferred all rights related tothese securities, and the proceeds from their realization were appropriated against the Company’s outstanding liabilities. Thistransaction contributed to the settlement of certain debts; Gain of H 46.54 crore on vendor settlement; Recovery of H 418.83crore against Settlement of Corporate Guarantee given; Income of H 80.97 crore from arbitration claim received; Interest incomeof H 33.58 crore on Sub Debt given to Reliance Defence Limited, Impairment Provision of H 3,750.89 crore against exposurein subsidiaries and Receivable against Decreed; Reversal of Provision for doubtful, Reversal of Provision for Expected CreditLoss of H 3,972.17 crore against Inter Corporate Deposits given and interest thereon and the same has been Written Off; Creditbalance written back of H 103.34 crore; Loss on settlement of Corporate Guarantee given of H 425 crore; Net Interest Income
on ICD given of H 26.50 crore, Reversal of Interest Income (Net) H 7.08 Crore, Provision for Disputed matters of H 843 Crore,Reversal of Corporate Guarantee Provision of H 102.52 Crore.
38. 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) There are no transactions with struck off company during the year and there are no balances outstanding with struck offcompanies as per Section 248 of the Companies Act, 2013.
iii) No Fund have been advanced or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) by the Company to or in any person or entity, including foreign entities (‘Intermediaries’) with theunderstanding, whether recorded in writing or otherwise, that the intermediary shall land or invest in party identified byor on behalf of the Company (‘ultimate beneficiaries’). The Company has not received any funds from the any party withthe understanding that the Company shall whether, directly or indirectly lend or invest in other person or entities identifiedby or on behalf of the Company (‘ultimate beneficiaries’) or provide any guarantee, security or the like on behalf of theultimate 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.
v) The Company has not traded and invested in Crypto currency or virtual currency during the current year and previous year.
39. As on March 31,2025 the Company has net exposure aggregating to (i) H 1,324.88 crore in its four subsidiaries (road SPVs),and (ii) H 1,533.07 crore in Mumbai Metro One Private Limited (MMOPL), another subsidiary of the Company. The managementhas performed an impairment assessment of these investments, through valuation of the business of these subsidiaries carriedout by independent external valuation expert. The determination of the fair value involves judgement and estimates in relation tovarious assumptions including growth rates, discount rates, terminal value etc. Based on this exercise, the Company is positiveof recovering its entire exposure in the said subsidiaries. Accordingly, no further impairment is considered during the year.
40. HK Toll Road Private Limited (HKTR), a wholly owned subsidiary, has been awarded the Concession on Build, Operate, and Transfer(BOT) basis, for six laning of Hosur-Krishnagiri section of National Highway No. 7 (Km 33.130 to Km 93.000) in the state of Tamil Naduunder the Concession Agreement (CA) dated July 2, 2010. As on March 31,2025, the Company's total exposure to HKTR standsat H 345.04 crore, comprising of investments in equity share, subordinated debt and receivables. NHAI issued a Termination Noticeon January 22, 2024 terminating the CA forthwith. On January 23, 2024 HKTR filed a petition under Section 9 of the Arbitration &Reconciliation Act, 1996 before Hon'ble Delhi High Court (DHC) for stay on the Termination Notice. DHC vide its order dated January25, 2024 disposed of the Petition and directed that the petition be treated as an application under Section 17 of the Arbitration andConciliation Act. The Arbitral Tribunal vide order dated August 08, 2024 directed that the Termination Notice dated January 22, 2024be kept in abeyance till the final adjudication of disputes between the parties and NHAI was directed to deposit the toll collections fromJanuary 22, 2024 onward till the date of handover of the Project to HKTR. The Order dated August 8, 2024 has not been compliedby NHAI. NHAI has on August 12, 2024 filed a petition before the DHC under Section 37 of the Arbitration & Conciliation Act, 1996challenging the said Arbitral Tribunal's order. DHC on April 17, 2025 set aside the order dated August 08, 2024 of the Arbitral Tribunal.HKTR has filed a Special Leave Petition before the Supreme Court which issued notice to NHAI on May 02, 2025 and directed theSLP to be listed in the third week of July 2025. As a matter of prudence, the Company has fully provided the same.
41. Pursuant to orders issued by the Maharashtra Industrial Development Corporation (MIDC) dated April 8, 2025, and received bythe Company on April 12, 2025, MIDC has resumed possession of the lands leased to five step-down subsidiaries (Airport SPVs)of the Company—namely Baramati Airport Limited, Osmanabad Airport Limited, Latur Airport Limited, Nanded Airport Limited,and Yavatmal Airport Limited—along with all buildings and structures situated thereon. In response the Airport SPVs by theirletters dated April 22, 2025 had opposed these actions and clarified that the Resumption Order was contrary to the terms of theLease Deed and ought to be withdrawn by MIDC. Further, May 12, 2025, the Airport SPVs have issued their respective Notice
for Conciliation in accordance with clause 16.2 of the Lease Deeds. Response from MIDC to the conciliation notice is awaited.Pending conciliation and legal remedies available, no provision has been made against the said investment
42. On March 6, 2024, Hon’ble Delhi High Court (DHC) had allowed the appeal filed against the Company by Shanghai ElectricGroup Co Ltd (SEC) against the judgement of Single Judge of Hon’ble DHC dismissing its petition under Section 9 of A & CAct. The appeal proceedings initiated by the Company before the Court of Appeal, Republic of Singapore, in proceedingsagainst the award of December 2022 for a sum of U.S.$ 146 million (~INR 1,250 crore), and interest thereon, was taken upfor hearing and dismissed. The detailed Judgement in this regard has been pronounced on December 17, 2024. In addition toabove, on November 15, 2024, the Singapore International Arbitration Centre (“SIAC”) arbitral tribunal awarded a sum of U.S.$6.84 million (~INR 59 crore) and interest thereon, in favour of SEC, in another arbitration matter. The Company is currentlycontesting proceedings initiated by SEC. The Company has made adequate provision and does not expect any additionalliabilities against the same.
43. The Company in its Board Meeting dated March 8, 2025 has approved the Scheme of Arrangement (“Scheme”) between theCompany (“Transferee Company” or “Reliance Infra”) and its wholly owned Subsidiary, Reliance Velocity Limited (“TransferorCompany” or “RVL”) and their respective shareholders and creditors under Sections 230 - 232 of the Companies Act, 2013providing for amalgamation of RVL with the Company w.e.f Appointment date March 31,2025. The proposed Scheme is subjectto necessary statutory compliances and requisite regulatory permissions, sanctions and approvals, including approval of theHon’ble National Company Law Tribunal, Mumbai Bench.
44. The Company in its Board Meeting dated October 1, 2024 had approved an Employees Stock Option Scheme (ESOS), whichwill be administered by the Nomination and Remuneration Committee (NRC), designated as the Compensation Committee of theCompany. Under this Scheme 2,60,00,000 options will be granted to or for the benefit of the employees who are in the employment ofthe Company or group company(ies), its subsidiaries and its associates (present and future, if any) across all cadres in accordancewith the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
45. The Company has used an accounting Software for maintaining its books of account for the year ended March 31,2025 whichhave a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactionsrecorded in software at the application level, except any configuration or master table changes directly from the application level,further audit trails have not been appropriately configured at the database level to log any direct changes to the database byway of Data Manipulation Language (DML) and DDL (Data Definition Language) queries executed by the users in accountingsoftware SAP for the year ended March 31, 2025. Further, during the course of audit, where audit trail (edit log) facility wasenabled and operated for the accounting software, we did not come across any instance of the audit trail feature being tamperedwith and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
(a) Defined Contribution Plan
(i) Provident fund
(ii) Superannuation fund
(iii) State defined contribution plans
- Employer's contribution to Employees' state insurance
- Employers’ Contribution to Employees’ Pension Scheme 1995
The provident fund and the state defined contribution plan are operated by the Regional Provident FundCommissioner and the superannuation fund is administered by the trustees of the Reliance Infrastructure LimitedOfficer’s Superannuation Scheme. Under the schemes, the Company is required to contribute a specifiedpercentage of payroll cost to the retirement benefit schemes to fund the benefits.
The above sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchangedSensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if twoor more variables are changed simultaneously.
The method used does not indicate anything about the likelihood of change in any parameter and the extent ofthe change if anyGratuity 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 H Nil (H Nil for the Financial Year 2023-24) has been provided in statement of profit andloss and liability as at March 31,2025 is Nil (Nil as at March 31,2024).
Risk Exposure:
Actuarial Risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
a) Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into anincrease in Obligation at a rate that is higher than expected.
b) Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than theGratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, theacceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salarygrowth and discount rate
c) Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than theGratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vestedas at the resignation date.
Investment Risk: The present value of the assets is independent of the future discount rate. This can result in widefluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter¬valuation period.
Liquidity Risk: Employees with high salaries and long durations or those higher in hierarchy, accumulate significant levelof benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.
Market Risk: Market risk is a collective term for risks that are related to the changes and fluctuations of the financialmarkets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time valueof money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa.This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposedto fluctuations in the yields as at the valuation date.
Legislative Risk: Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to changein the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to payhigher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the samewill have to be recognized immediately in the year when any such amendment is effective.
48. During the year, the Company had repaid/settled nearly all its debt obligations payable to banks and financial institutionsincluding debenture holders. The Company remains confident in its ability to meet its balance obligations, from proceeds ofwarrants, arbitral awards and claims and other sources. Accordingly, the Company continues to prepare its Standalone FinancialResults on a ‘Going Concern’ basis.
a) The Company has entered into cancellable leasing agreement for office, residential and warehouse premises renewableby mutual consent on mutually agreeable terms. The Company has accounted H 3.47 Crore as lease rental for the financialyear 2024-25 (H 3.79 Crore for the financial year 2023-24).
b) The Company’s leased assets consist of office premises. Leases of office premises have lease term of 9 years. The leasesinclude non-cancellable periods of 3 years and renewable option at the discretion of lessee. The effective interest rate forlease liability is 12.35% per annum with maturity of 9 years.
(b) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instrumentsthat are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values aredisclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used indetermining fair value, the Company has classified its financial instruments into the three levels prescribed under theaccounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes mutual fundsand equity shares that have a quoted price. The fair value of all equity instruments which are traded in the stockexchanges 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-counterderivatives) is determined using valuation techniques which maximise the use of observable market data and rely aslittle 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 inlevel 3. This is the case for unlisted equity securities, economic rights, debentures and financial guarantee which areincluded in level 3.
(c) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include
• the use of quoted market prices or dealer quotes for similar instruments
• 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 fairvalues have been determined based on present values and the discount rates used were adjusted for counterparty orown 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, loansto employees, interest receivables, subordinate debt, unpaid dividends, bank deposits with original maturity of morethan 3 months but less than 12 months, bank deposits with more than 12 months maturity, capital creditors, loansto employee and cash and cash equivalents are considered to have their fair values approximately equal to theircarrying values. The fair values for other assets and liabilities were calculated based on cash flows discounted usinga current lending rate. They are classified as level 3 fair values in the fair value hierarchy if there is inclusion ofunobservable inputs including counterparty credit risk. The fair values of non-current borrowings and finance leaseobligations are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fairvalues in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.
The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and creditrisk. The Company's senior management has overall responsibility for the establishment and oversight of the Company'srisk management framework. The Company has constituted a Risk Management Committee, which is responsible fordeveloping 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 lossfor the other party by failing to discharge an obligation. Credit risk arises from cash and cash equivalents, investmentscarried at amortised cost or fair value through profit & loss and deposits with banks and financial institutions, as wellas 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 riskmanagement. 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 isresponsible for managing and analysing the credit risk for each of their new clients before standard payment anddelivery terms and conditions are offered. For other financial assets, the Company assesses and manages creditrisk based on internal credit rating system. The finance function consists of a separate team who assesses andmaintains an internal credit rating system. Internal credit rating is performed on a Company basis for each classof financial instruments with different characteristics. The Company assigns the following credit ratings to eachclass 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 riskRating 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 defaultand 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 asforward 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 infuture from the failure of counterparties or issuers to make payments according to the terms of the contract. Themaximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financialinstruments presented in the balance sheet.
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availabilityof funding through an adequate amount of committed credit facilities to meet obligations when due and to close outmarket positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility infunding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on thebasis of expected cash flows. This is generally carried out at local level in the operating companies of the Company inaccordance with practice and limits set by the Company. These limits vary by location to take into account the liquidityof the market in which the entity operates. In addition, the Company’s liquidity management policy involves projectingcash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balancesheet 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 timebound monetisation of assets as well as favorable and timely outcome of various claims will enable the Company tomeet its obligation. The Company is confident that such cash flows would enable it to service its debt, realise its assetsand discharge its liabilities in the normal course of its business.
(c) Market risk
(i) Foreign currency risk
The Company operates in a business that exposes it to foreign exchange risk arising from foreign currencytransactions, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactionsand 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 ofthe Company is to minimize the volatility of the INR cash flows of highly probable forecast transactions.
(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 toour shareholders. The capital structure of the Company is based on management’s judgement of the appropriate balance ofkey elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk andmanage 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. TheCompany’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 onkeeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential futureborrowings, if required, without impacting the risk profile of the group. The Company will take appropriate steps in order tomaintain, or if necessary adjust, its capital structure. The management monitors the return on capital as well as the levelof dividends to shareholders. The Company’s goal is to continue to be able to return excess liquidity to shareholders bycontinuing to distribute dividends in future periods.
'Inventory represents store, spares and consumables only, hence Inventory turnover ratio is not applicable to the Company.
'Explanation for variance more than 25%:
a) Current Ratio: Decrease on account of significant reduction in current asset mainly on account of mediation. (Refer Note 36)
b) Debt-Equity Ratio (in times), Debt Service Coverage Ratio (In times) & Interest Service Coverage Ratio (In times): Due toreduction in total debt.
c) Return on Equity Ratio (in %): Due to decrease in loss in current year as compared to previous year.
d) Trade payables turnover ratio (In times): Due to reduction in other expenses during the year, the ratio has decreasedcompared to previous year.
e) Net capital turnover ratio (In times): Decrease in revenue from operation and reduction in working capital.
53. The figures for the previous year ended March 31,2024 have been regrouped and rearranged to make them comparable withthose of current year. Figures in bracket indicate previous year’s figures. @ - represents figures less than H 50,000 which havebeen shown at actual in brackets with @.
54. Pursuant to first proviso to sub-section (3) of section 129 of the Act, read with rule 5 of Companies (Accounts) Rules, 2014, theCompany has attached salient features of the financial statement of its subsidiaries, associates and joint-ventures in form AOC-1with its Consolidated Financial Statements.
As per our attached Report of even date For and on behalf of the Board
For Chaturvedi & Shah LLP Manjari Kacker DIN - 06945359 i
Chartered Accountants Chhaya Virani DIN - 06953556 :
Directors
Firm Registration No: V. S. Verma DIN - 07843461 ;
101720W/W100355 Thomas Mathew DIN - 05203948 !
Rajesh Kumar Dhingra DIN - 03612092 i
________ Non Executive Directors
Partha Pratim Sarma DIN - 08245533 ;
Parag D. Mehta Vijesh Babu Thota DIN - 09128139 Executive Director & Chief Financial Officer;
Partner Paresh Rathod Company Secretary j
Membership No. 113904
Place: Mumbai Place: Mumbai
Date: May 23, 2025 Date: May 23, 2025