NON - CURRENT INVESTMENTS

Company has given Corporate Guarantee of ?67,000.00 lakhs (As at March 31,2022 ? 1,07,500.00 Lakhs)tothe lenders of Subsidiaries and Associatesforthe Financial Assistance availed bythem.

During the FY 2020-21,Company hasconverted Unquoted Unsecured OptionallyConvertible Debentures in MahakaleshwarTollways Pvt Ltd carried atfairvaluethrough Profit & Loss into loan. Same is pending forapproval of lender.

Kurukshetra Expressway Pvt. Ltd. (KEPL), an associate ofthe Company, has issued notice fortermination ofConcession agreementto NHAI on October 7,2021 citing Kisan Andolan being agitation

and protest held byfarmers and other unions, as force majeure event in terms ofConcession agreement. As a result ofthe above Protest, toll collections of KEPLgotaffected significantly. During theyearended March 31,2022,the project has beentransferredto NHAI.The Company has recognised impairmentof'2610.41 lakhs in its Equity investments in KEPL during theyear ended March 31,2022.In this regard, KEPL has filed a claim of? 1,34,753.13 lakhswith NHAItowardstermination paymentin termsofConcession agreement and also has otherclaims against NHAI,which are at different stages of proceedings and will continue to be legitimate even aftertermination ofthe Concession Agreement.Management is positive ofthe outcome and hopeful that investment and receivables ofthe Company from KEPL holdsgoodfor recovery.

^H MahakaleshwarTollways Pvt Ltd. (MTPL) an associate ofthe Company has received a Notice dated January 27,2022 from M.P. Road Development Corporation Ltd ("MPRDC"), for Termination of Concession Agreemententered into between MTPL and MPRDC. As perthe said Notice, MPRDC is deemed to havetaken possession and control of Project.MTPL hasfiled a writ petition before the Hon'ble High CourtofMadhya Pradesh,seeking appropriate reliefforthe said actions ofMPRDC. Further more, MTPL has alsoissuedTermination Noticeto MPRDCon accountofMPRDC defaultand filed statement ofclaims of ? 214,916 lakhs including Termination payment and damages on account of premature termination leading to loss of revenue forthe balance period. Management is positive ofthe outcome and hopefulthat Investmentand receivablesofthe Companyfrom MTPL holds good for recovery.

^I NHAI videtheir letter datedJanuary 12,2023toSolapurTollways Private Limited (STPL),awhollyowned subsidiaryofthe Company, has suspendedthe Concessionaire's rightofSTPL and hastaken overthe projecton"Asiswhere is Basis" w.e.f.January 12,2023 for a period of180daystillJuly 11,2023,without prejudicetothe other rightsand remedies ofSTPL underthe Concession Agreement. Thetoll revenue collected duringthe above period shall be deposited inthe designated escrow accountand to be utilised forthe completion ofthe balanceworkand recovery ofdues by NHAI.The Company has considered the above development and accordingly recognised Fair Value Loss of? 3,670.35 lakhs in its investment in Debentures (OCPID) of STPL based on valuation report of a registered valuerduringtheyearended March 31,2023.

Non-current Assets are classified as'held forsale'when all thefollowing criteria are met: (i)decision has been madeto sell, (ii) all the assets are available for immediate sale in its present condition, (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date. Subsequently,such non currentassets classified as'heldforsale'are measured atthe lowerof its carryingvalueand Fairvalue.

The Company had executed a Securities Purchase Agreement (SPA) dated April 1,2021 and related transaction documents, with a purchaser for sale of the entirety of the Company's shareholding in Ghaziabad Aligarh Expressway Private Limited (GAEPL). GAEPL is an associate oftheCompany.The said saletransactionwas consummated on May 26,2022.

Accordingly, it is disclosed as Non-Current Assets held for sale and the impact ofthe same has been disclosed under exceptional items for the year ended March 31,2022 (Refer note 28).

(d) Pursuant to Initial Public Offering (IPO), the Company had issued 29,300,000 equity shares of ? 10 each at a premium of? 195/- per share in financial year 2017-18.

(e) During financial year2016-17,theCompany had issued 18,000,000equityshares of? 10each at paron right basis and 26,650,000equityshares of? 10each ata premium of? 195/- pershare on private placement basis.

The Company has neither issued bonus shares nor bought back any equity shares nor has allotted any equity shares as fully paid up without payment being received in cash during fiveyears immediately preceding current reporting period.

(f) The rights, preferences and restrictions attached to each class of equity shares are as under:

TheCompanyhas onlyoneclassofequityshares having a parvalueof ? 10pershare. Each holderofequityshares is entitled to onevote pershare. Dividend when declared is payable in Indian Rupees. The dividend proposed bythe Board ofDirectors is subject to the approval ofthe shareholders in the ensuing Annual General Meeting. In the event of liquidation ofthe company, the holders of equity shares will be entitled to receive remaining assets ofthe company, after distribution of all preferential amounts. The distributionwill be in proportionto the numberofequityshares held bythe shareholders.

Term loan is secured bywayoffirst pari passu charge byway ofhypothecation ofthe entire moveablefixed assets, immovable assets ofthe company(both presentand future), entirecurrent assets including but not limited to bookdebts,operating cashflows, receivables,loansand advances,deposits, commissions,investments, revenueofwhatsoever nature and wherever arising, entire long term loans and advances and non-current investments (both present and future), pledge ofall unencumbered equity shares to the extent permitted by relevant Government bodies and authorities under applicable laws and as permitted by existing lenders of respective investee companies wherever applicable and exclusive charge byway ofhypothecation ofthe DSRA (if any). Interestto be compunded quarterly @ 12% (fixed) and payable atthe end ofloan tenure i.e 5 years from the date ofinitial disbursement.

*The Company had received an amount of'7000 lakhsfrom IL&FSGroup-IL&FS Financial Services Ltd. (IL&FS) in the financial year 2016-17. The Companyalso has a receivable of? 11,419 lakhs (recognised at 11,250 lakhs)from IL&FS Group - IL&FS Transportation Networks Limited (ITNL), hencethe Company has initiated appropriate measuresfor set off of this payable and recovery ofthe balance amount.

As per NCLAT order,these companies have been classified under IL&FSGroup.

The Company, as such, has put on hold the interest and Principal payment since September 30,2018. The Company has not provided interest from July 01,2019 onwards, pending the settlement ofdispute. An application has been filed against the Company by IL & FS before the Hon'ble National Company LawTribunal, Kolkata claiming their dues which is yet not admitted.

Term loan is secured by way offirst pari passu charge by way of hypothecation ofthe entire movable fixed assets (both present and future), entire current assets including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, commissions, investments, revenue ofwhatsoever nature and wherever arising, both present and future, long term loans and advances and non-current investments (both present and future) and demand promissory note covering the principal, interest and all otheramounts. Interest is payable quarterly in arrears @ 12.75% (fixed) per annum. No charge/security has been created.

30 OTHER DISCLOSURES

30.1 Defined Benefit Plans/Long Term Compensated Absences:

Defined Contribution Plans:

The Company provides Provident Fund benefit to all employees. Under this scheme fixed contribution is made to the Regional Provident Fund Commissioner.TheCompany has no legal and constructiveobligation to payfurther contributions ifthefund does not hold sufficient assets to pay employee benefits.

Defined Benefit Plans:

The Employees'Gratuity scheme, Leave benefit scheme, and Sick Leave availment scheme are the Company's defined benefit plans. The presentvalue ofdefined obligation and related current cost are measured using the Projected UnitCredit Method with actuarial valuation being carried out at Balance Sheet date.

IX Other disclosures:

Basis ofestimates ofRate ofescalation in salary:

a) The estimates ofrate ofescalation in salary₍considered in actuarial valuation₍take into account inflation, seniority, promotion and other relevantfactors including supplyand demand inthe employment market. The above information is certified bythe actuary.

b) TheGratuityand Leave Encashment have been recognized under"Salaries,wages, bonus and allowances" under Note No.24.The remeasurementofthe netdefined benefit liabilityare included in OtherComprehensive Income.

c) The expected contributionfordefined benefit planforthe nextfinancial year is notavailableand hence notdisclosed.

30.3 Segment Reporting

The Companyis primarilyengaged inasingle businesssegment ofown, build(develop,design,operate(transferroad and related services. All theactivities ofthe Company revolve around the main business. As such there are no separate reportable segments as per requirements of Indian Accounting Standard (Ind AS-108) on operating segment. Further, the Company operates only in India, hence additional information under geographical segments is also not applicable. The Managing Director ofthe Company has been identifiedastheChiefOperating Decision Maker (CODM).TheChiefOperating Decision Makeralso monitorstheoperating results asonesinglesegment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than those alreadyprovided inthefinancial statements.

30.5 The Company is presentlyengaged in the business ofdesigning, building, operating, maintaining and carrying out all other activities pertainingto road projects. As per the guidelines of respective Government Authority and the requirements ofthe Concession Agreements, such road projects are required to be implemented under the Built,Operate&Transfer(BOT) model bycreating Special Purpose Vehicles (SPVs) sothat afterthe concession period,theSPVcan be transferred tothe respectiveauthority on an "as iswhere is basis". The Company has,therefore, invested in various road projects undertheaforesaid SPV model.

These investments have been made on a longterm basiswith an objective to earn returns and capital appreciation afterthe commencement ofcommercial operations ofthe respective Projects. The Company hastreatedthese investments in SPVs as "Qualifying Asset". As per Indian Accounting Standard (Ind AS) 23 on'Borrowings Costs' and in accordance with the accounting concept of'Matching costs and revenues',the Company has capitalised borrowing cost incurred on funds borrowed exclusively for investments in theSPVsas part ofthe cost ofinvestments.

Total borrowing cost capitalized to Non current Investmentas at March 31,2023 amounts to Rs.7,743.82 Lakhs. (As at March 31,2022 Rs. 16,078.86 Lakhs).

30.6 In the Capacity of Lessee

The Company haselected notto recognise right-of-useassets and lease liabilities for short-term leases that havealeaseterm of12 monthsorless.The Company recognises the lease payments associatedwiththese leases as an expense on a straight-line basis overthe leaseterm. As at March 31,2023 and March 31,2022there were no lease arrangements for a period of more than 12 months.

30.7Contingent liabilities & Commitments

There are no Contingent Liabilities and Capital commitments as at March 31,2023 (As at March 31,2022 Nil)

32 FINANCIAL INSTRUMENTRELATED DISCLOSURES

i) CapitalManagement

The primary objective ofcompany's capital management is to support its road projects (SPVs) and provide adequate capital to its business for growth and creation ofsustainable stakeholdervalue.Thecompany'scapital comprises ofshare capital and retained earnings attributable to equityshareholders.Thecompanymanages its capital structure in light ofchanges inthe economicand regulatoryenvironmentandthe requirements ofthefinancial covenants.

Thecompany manages its capital structure and makes adjustments in light ofchanges in economicconditionsand requirement offinancial covenants. Breaches in meeting thefinancial covenants would permit the lenders to call loans and borrowings orcharge some penal interest. TheCompany₍amongst otherthings₍aimsto ensurethat it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. In order to maintain or adjust the capital structure( the Company may adjust the dividend payments to shareholder return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio( which is net debt divided by total capital plus net debt. The Company includes within net debt( loans and borrowings( less cash and cash equivalents.

There have been no transfers between Level 1, Level 2 and Level 3fortheyears ended March 31₍2023 and March 31₍2022.

B. Measurement of fair values

Thetable shown above analyses financial instruments carried atfairvalue, by valuation method. The different levels have been defined below:

- Level 1:quoted prices (unadjusted) in active marketsfor 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).

- Level 3: inputsforthe asset or liabilitythat are not based on observable market data (unobservable inputs).

C. Valuation techniques

The following methods and assumptions were used to estimate the fair values

1) Thefairvalue oftrade receivables,trade payables, current loans, current borrowing and other currentfinancial assets and liabilities is considered to be equal to the carrying amounts ofthese items due to their short term nature.

2) Thefairvalue ofNon-current investments (excluding investment measured at cost/amortized cost) is based on report of a registeredvaluer.Thesevaluation is based on the assumptions and estimates considered appropriate bythe management.

3) Non current Borrowings and other non currentfinancial liabilities have been contracted atfixed rate ofinterest and accounted foraccordingly. Fairvalue ofthese approximatestheir carrying value.

4) FairValue oflnvestments in mutual fundsand Bondsare measured at quoted market price at the reporting date multiplied by quantity held.

iii) Financial RiskManagement

The company's principal financial liabilities comprises ofborrowingsand otherpayables.The main purpose ofthesefinancial liabilities istofinancethe company'soperations. The company's principal financial assets include investments in equityand debt instruments, loans (advances to related parties), trade and other receivables, and cash and short-term depositsthatderive directlyfrom its operations.The company is exposed tothefollowing risksfrom its useoffinancial instruments:- Credit risk- Liquidity risk- Interest rate risk

The company's board of directors has the overall responsibility for the establishment and oversight of the company's risk management framework. This note presents information aboutthe risks associated with itsfinancial instruments,thecompany's objectives, policies and processesformeasuring and managing risk, and the company's management ofcapital.

Credit Risk

The Company is exposed to credit riskas a result ofthe riskofcounterparties defaulting on theirobligations. The Company's exposure to credit riskprimarily relates to cash and cash equivalent, investments in equityand debt instruments, loans&otherfinancial assets and accounts receivable.

The Company monitors and limits its exposure to credit risk on a continuous basis. Credit Risk on cash and cash equivalents and other bank balances is limited as the Company generally invest in deposits with nationalized banks. Investments in equityand debt securities consist ofinvestment in subsidiaries/associates. Loans are primarily provided to subsidiaries/associates and are in the nature ofshort-term as the same is repayable on demand.

The Company's credit riskassociated with accounts receivable is managed through periodical review ofthefinancial reliability of its customers,taking into accountthe financial condition,current economictrends and analysis ofhistorical bad debts and ageing ofaccounts receivables.

32 iii) Financial Instrument related disclosures (Contd...)

Liquidity risk

The company is exposed to liquidity risk related to its ability to fund its obligations as and when they become due. The company monitors and manages its liquidity risk to ensure accessto sufficientfunds to meetoperational and financial requirements.The company has accessto creditfacilities and monitors cash and bankbalances on a regular basis. In relationto the company's liquidity risk, the company's policy isto ensurethat itwill have sufficient liquidityto meet its liabilitieswhen due, under both normal and stressed conditions without incurring unacceptable losses.

33 The Company did not have any transactions with Companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the Financial Year.

34 Additional Regulatory information required by schedule III tothe Companies Act,2013

i. TheCompanydo not have any Benami property,where any proceeding has been initiated or pending againsttheCompanyfor holding anyBenami property under the Benami Transaction Prohibition Act, 1988 (45 of 1988) and Rules made thereunder.

ii. TheCompany has not been declared willful defaulter byany bankorfinancial institution oranyother lender.

iii. TheCompany have nottraded or invested in Crypto currencyorVirtual Currencyduring thefinancialyear.

iv. Utilisation ofborrowed funds and share premium

I. TheCompanyhave notadvanced or loaned or investedfundsto anyother person orentity, including foreign entities (Intermediaries)withthe understanding that the Intermediary shall:

a. directlyorindirectlylendorinvest in otherpersonsorentities identified in anymannerwhatsoeverbyoron behalfoftheCompany(Ultimate Beneficiaries); or

b. provide anyguarantee,securityorthe liketo oron behalfofthe Ultimate Beneficiaries.

II. The Company have not received any fund from any person or entity, 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 behalfofthe Funding Party (Ultimate Beneficiaries);or

b. provide anyguarantee,securityorthe likeon behalfofthe Ultimate Beneficiaries.

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

vi. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with Companies(Restriction ofnumber of layers) Rules, 2017.

35 Thesefinancial statements have been approved and adopted by Board ofDirectors oftheCompanyintheir meeting dated 25 May,2023for issuetothe shareholdersfor theiradoption.