(xx) Provisions

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.

If the effect of time value of money is material, provisions are discounted using a current pre-tax rate that refects, when appropriate, the risks specific to the liability. When discounting is used the increase in the provision due to the passage of time is recognised as a finance cost.

(xxi) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not

probable that an outflow of resources will be required to settle the obligation. The Company does not recognise a contingent liability but discloses its existence in the financial statements.

(xxii) Earnings Per Share

Basic Earnings per share is calculated by dividing the net profit or loss before OCI for the year by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period.

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

(xxiii) Accounting for Interests in Joint Operations

As per Ind AS 111 - Joint Arrangements, investment in Joint Arrangement is classified as either Joint Operation or Joint Venture. The classification depends on the contractual rights and obligations of each investor rather than legal structure of the Joint Arrangement. In case of Interests in joint operations, the Company as a joint operator recognises in relation to its interest in a joint operation, its share in the assets/liabilities held/ incurred jointly with the other parties of the joint arrangement. Revenue is recognised for its share of revenue from the sale of output by the joint operation. Expenses are recognised for its share of expenses incurred jointly with other parties as part of the joint arrangement

(xxiv) Cash Flow Statement

Cash flows are reported using indirect method as set out in Ind AS -7 “Statement of Cash Flows”, whereby profit / (loss) before tax is adjusted for the effects of transactions of noncash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

6.2 On Pledge of Investments as held by SPML Infra Ltd. in other Group Companies:

Investments of SPML Infra Ltd. i.e. 19,99,99,700 Equity Shares in SPML Utilities Limited (Subsidiary); 74,33,096 Equity Shares in SPML Infrastructure Limited (Subsidiary); 2,55,000 Equity Shares in Allahabad Waste Processing Company Limited (Subsidiary); 9,999 Equity Shares in Bhagalpur Electricity Distribution Company Private Limited (Subsidiary); 29,48,340 Equity Shares in Binwa Power Company Private Limited (Associate); 2,92,500 Equity Shares in Delhi Waste Management Limited (Related Party); 2,55,000 Equity Shares in Mathura Nagar Waste Processing Company Limited (Subsidiary); 2,24,700 Equity Shares in SPML Bhiwandi Water Supply Infra Limited (Associates); 2,49,700 Equity Shares in SPML Bhiwandi Water Supply Management Limited (Associates); 58,78,000 Equity Shares in Madurai Municipal Waste Processing Company Pvt. Ltd (Associates) are pledged as on the 31-03-2024 in favour of the SBICAP Trustee Company Ltd. on behalf of the Lender for securing the due repayment of the Debts as per requirement of terms of sanction mentioned in the MRA executed on 17-052024.

6.3 Write off of Debentures issued against conversion of loans given by the Company:

During the year 2023-24 the Company has fully written off Investment in Non Convertible Debentures to the tune of R3,388.73 lakhs. These Debentures were issued during the year by certain companies by conversion of entire amount of loans given to them by the Company in earlier years. The write-off has resulted in a reduction of the Company's net assets and a corresponding decrease in its net income for the year. The Company has shown this write off under “Other Expenses “

16.1 Restructuring of loan availed by the Company

The erstwhile lenders of the Company have assigned the entire outstanding principal debt in the form of Term Loan, Cash Credit facilities and 0.01% Optionally Convertible Debentures (OCDs) amounting to R1,65,700.00 lakhs in favor of National Asset Reconstruction Company Ltd. (NARCL) vide Deed of Assignment dated 29th August, 2023,by virtue of which NARCL has become the sole Lender of the Company. NARCL has appointed IDRCL, as its exclusive service agent, and has executed a power of attorney, in favour of the IDRCL, to allow the IDRCL to do all such acts and things, as may be necessary, for the efficient restructuring of the debt of the Borrower, on behalf of NARCL.

IDRCL has issued a Sanction Letter dated 14-03-2024 based on the sustainability of the loan and executed the Master Restructuring Agreement (“MRA”) for the same on 17-05-2024. The effective date for the restructuring has been designated as 29th August, 2023 i.e. the date of the Assignment by the erstwhile lenders. As per the terms of the MRA, the total outstanding debt as on 31-01-2024, comprising of principal outstanding debt of R1,65,700.00 lakhs and unpaid interest of R94,751.65 lakhs, totalling to R2,60,451.65 lakhs, has been bifurcated as sustainable debt of R96,700 lakhs and unsustainable debt of R1,63,751.65 lakhs, the unsustainable debt being further bifurcated into R69,000 lacs towards principal and R94,751.65 lacs towards unpaid interest . The unpaid interest of R94,751.65 lacs which remains unprovided in these accounts is eligible to be written off, on fulfilment of prescribed conditionalities of the MRA in this regard.

As per the said MRA, NARCL has proposed the repayment tenure of sustainable debt inclusive of interest by either making a payment of R96,700.00 lakhs within a period of 10 years from the effective date (“first option”) or R 70,000.00 lakhs within a period of 8 years from the effective date (“second option”) as early payment option.. The Company has opted for the second option and has accordingly given effect to the restructuring in the books of accounts. Majority of the repayments towards R70,000 lacs has been considered from the existing arbitration awards and ongoing arbitration claims by the company.

The Company has already repaid R22,397.30 lakhs till 02-04-2024 to NARCL mainly from the proceeds of Vivad se Vishwas II (VSV Scheme). A sizeable portion of the sustainable debt has already been repaid and balance repayments have been identified via, sale of immovable properties, realisation from awards and claims, improvement in the liquidity of the company from infusion of funds of R4,500.00 lakhs as required in the MRA, availability of balance funds with the company from proceeds of VSV after repayment to the lenders and additional infusion of R5,000.00 lakhs via subscription to share warrants by the promoters of the company. The company expects improvement in the business operations where there exist growth opportunities. Considering the said facts, the management is confident that the Company will be able to repay R70,000.00 lakhs within 8 years from the effective date. This will result in extinguishment of unsustainable debt to the tune of R60,107.68 lakhs, without requiring any payment. The Company has retained NCDs worth of R3,972.27 lakhs for redemption into equity shares, if required, to maintain NARCL's holding of 12.50% of the paid up equity share capital at any point of time, till the payment of the sustainable debt as required in MRA and balance of R56,135.41 lakhs is considered as gain under Exceptional Items.

The Company has recorded a gain of R26,700.00 lakhs which arises on account of difference between repayment of R96,700.00 lakhs under first option and R70,000.00 lakhs under second option as “deferred income” as at 31st March 2024 and will recognize the same in the Statement of Profit and Loss over the period of repayment. The sustainable debt of R70,000 lakhs has been recognized in the books of accounts at fair value of R51,105.43 lakhs leading to a fair valuation gain of R18,894.57 lakhs.

The total gain on sustainable and unsustainable debt amounting to R75,029.98 lakhs has been recorded as an exceptional item in the Statement of Profit and Loss.

16.2 Security in respect of Term Loans and Zero Coupon Non-Convertible Debentures (NCD)

The Sustainable Debts and Unsustainable Debts as referred to in note 16.1 above (unless fully extinguished after payment of sustainable debts) are secured by the existing securities charged in favour of the Security Trustee acting on behalf of the erstwhile SBI Consortium and additional securities created in favour of NARCL, which includes (i) First ranking charge by way of hypothecation of all the current and non-current assets of the Company (both present and future) (ii) Exclusive mortgage of two Immovable Properties situated at Sarita Vihar, New Delhi owned by relatives of the Promoters (iii) Pledge of shares of the Company held by Promoters/Relatives of the Promoters/Associates (v) Pledge of shares held by the Company in its associates or subsidiaries (vi) Additional Pledge of Shares over 3.65% unencumbered fully paid up equity shares of the Company in order to make the total pledge (existing and additional) to the extent of 13.50% of the total paid-up equity capital of the Company (vii) First ranking hypothecation charge on inter alia all receivables, both present and future, including all Awards and Claims, in favour of the Lender (viii) Undertaking by Promoters . In addition, these loans are also secured by Personal Guarantee of certain Directors/ Relatives of Directors to the extent of the value of their mortgaged properties as well as Corporate Guarantee of one Related Company.

16.3 Repayment terms of Term Loans (Sustainable Debt)

As mentioned in the previous note (16.1), NARCL has proposed the repayment tenure of sustainable debt inclusive of interest by either making a payment of R96,700.00 lakhs within a period of 10 years from the effective date (“first option”) or R 70,000.00 lakhs within a period of 8 years from the effective date (“second option”).. The Company has opted for the second option and has accordingly given effect to the restructuring in the books of accounts. Majority of the repayments towards R70,000 lacs has been considered from the existing arbitration awards and ongoing arbitration claims by the Company.

As per the terms of the MRA, in case the Company is unable to repay the agreed repayment amount from realization of Arbitration awards in hand within the scheduled date, the Company has to repay the said amount with delay Interest @12% p.a. payable monthly on reducing balance of the shortfall amount from the scheduled date till the actual date of repayment of said amount.

Though the repayment of agreed dues within a period of 8 years under second option or within 10 years under first option is identified form sale of immovable properties, realization from awards and claims, improvement in the liquidity of the company from infusion of funds and other sources, however in case it is unable to repay the same within total maximum period of 10 years from the effective date of assignment, the entire Total Outstanding of R2,60451.65 lakhs as on Cut-off Date i.e. 31.01.2024 along with interest at the rate documented in the financing documents accrued till the date of such default, and all other amounts payable to the lender, as per the terms of the restructuring documents, net of any payments made by the Borrower and aggregate issue price of the equity shares allotted/ to be allotted to the Lender, pursuant to conversion of debt or NCDs, as the case may be, and any other value realised by the lender during the Tenure, shall become due and payable to the Lender.

The fair value of sustainable debt of R51,105.43 lakhs as mentioned in Note 16.1 above has been reduced to R47,912.08 lakhs as on 31-03-2024 after part loan repayment post restructuring. Out of the above amount of R47,912.08 lakhs, the Company has transferred R23,200.00 lakhs to current maturity of long term debt in Note 20 being the amount of sustainable debt to be repaid on or before 31-03-2025

16.4 Repayment terms of Zero Coupon Non-Convertible Debentures (Unsustainable Debt)

As per the terms of the MRA, the total unsustainable debt is R 1,63,751.65 lakhs against which zero coupon secured NCDs for R60,107.68 lakhs and fully paid up equity shares of the Company for R8,892.32 lakhs, total amounting to R69,000 lacs have been have been allotted by the Company in the Board Meeting held on 23-05-2024 and the balance unsustainable debts to be written off, on fulfilment of prescribed conditions of the MRA in this regard.

As per the terms of said MRA, the company has to maintain the required percentage of shareholding of the Lenders which is 12.50 % of total expanded paid up equity share capital of the company less amount in relation to the forfeited shares, if any, at a price determined as per the applicable law by way of conversion of principal outstanding debt portion of NCD and accordingly, an amount of R8,892.32 lakhs has been reduced from the principal amount of unsustainable debt of R69,000.00 lacs towards the allotment of 75,00,272 nos. of equity shares which have been allotted by the Company in the Board Meeting held on 23-05-2024 at a price of R118.56 per equity share and balance amount of R60,107.68 lakhs has been converted into 60,10,768 secured redeemable NCD at face value of R1000 per NCD issued to NARCL. The aforesaid NCD are repayable in 10 years. Further, the NCDs of R60,107.68 lakhs or as reduced by subsequent allotment of fully paid equity shares of the Company to maintain 12.5% holding of NARCL on the expanded paid up equity capital as per terms of MRA, shall be secured by the Security, and shall be redeemed and extinguished only upon complete repayment of the entire Sustainable Debt, along with all other monies payable in terms of the Restructuring Documents. The Lender shall utilise/appropriate R1,25,00.00 lakhs (in case the Borrower has opted for first Option) or R1,00,00.00 lakhs (in case the Borrower has opted for Second Option), identified to be sourced from Claims under repayment of Sustainable Debts, along with any other monies received by the Lender, in terms of the Restructuring Documents, to redeem and extinguish the entire set of NCDs, held by the Lender. Upon the redemption of the NCDs, as provided herein, the liability of the Borrower in respect of the NCDs shall be extinguished without the requirement of making any further payments. Out of above, NCDs of R56135.41 lakhs have been extinguished and considered as gain under Exceptional Item, as detailed in Point No. 16.1

Accordingly, the company has retained NCD worth of R3,972.27 lakhs for redemption into equity shares, if required, to maintain NARCL'S holding of 12.5% of the paid up equity share capital at any point of time, till the payment of the sustainable debt as required in MRA. This NCDs of R3,972.27 lakhs or as reduced on account of conversion of same into equity shares as stipulated in the MRA would be fully extinguished as explained here-in-above.

16.5 The Optionally Convertible Debentures (OCDs) issued pursuant to last S4A restructuring scheme and assigned by erstwhile Lenders have been extinguished by the existing Lender.

16.6 Loans from Related Parties and Bodies Corporates carry interest @8.60%- 18.00% and are repayable within a maximum period of 10 years.

The Weighted Average duration of the defined benefit obligation as at March 31, 2024 is 60 years

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Rate Risk: The plan exposes the Company to the risk off all in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).

Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity pay outs. This may arise due to non-availability of enough cash/cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.

Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts.

Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to market risk for volatilities/fall in interest rate.

Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment

NOTE 33: SHARED BASED PAYMENT

The ESOP 2021 has been approved by the shareholders of the company on March 25, 2021 for grant aggregating 1,950,698 Employees stock options of the company. The Scheme shall be called ‘Employee Stock Option Plan 2021 (ESOP 2021). The following are the salient details of the ESOP 2021.

a) The ESOP 2021 is designed to provide equity-based compensation to the employees and directors of the Company. It aims to align the interests of the employees with those of the Company by allowing them to share in the wealth they help to create.

b) Only employees (including directors) of the Company are eligible to receive stock options under the ESOP 2021. The specific eligibility criteria and selection of employees for the grant of options are determined by the Nomination and Remuneration Committee.

c) Options granted under the ESOP 2021 have a vesting period ranging from a minimum of one year to a maximum of five years from the date of grant.

(b) Financial instruments at ammortized cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled

(c) During the year there has been no transfer from one level to another NOTE 38. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES:

The Company's principal financial liabilities, comprise of Borrowings and Trade Payables. The main purpose of these financial liabilities is to finance the Company's working capital requirements. The Company has various financial assets such as Trade Receivables, Loans, Investments, Short-term Deposits and Cash & Cash Equivalents which arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's Board of Directors oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for the Company. The Company's Board of Directors assures that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.

The Board of Directors reviews and agrees policies for managing each risks, which are summarized below:

A. Credit Risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company.

B. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its Financial Liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

NOTE 39. CAPITAL MANAGEMENT

For the purpose of the Company's capital management, capital includes issued Equity Capital, Share Premium and all Other Equity Reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.

The Company's objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth and maximise the shareholders value . The Company's overall strategy remains unchanged from previous year.The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments. The funding requirements are met through a mixture of equity ,internal fund generation and borrowed funds. The Company's policy is to use short term and longterm borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the Net Debt to Equity Ratio. The Company is not subject to any externally imposed capital requirements. Net debt are long term and short term debts as reduced by Cash and Cash Equivalents (including restricted Cash and Cash Equivalents). Equity comprises share capital and free reserves (total reserves excluding OCI). The following table summarizes the capital of the Company:

NOTE 42. The Ministry of Finance has introduced a Settlement Scheme being Vivad se Vishwas II, a voluntary settlement scheme to resolve long outstanding contractual disputes with the Government or its agencies (‘VSV scheme') vide Office Memo dated 29.5.2023. The Company has various Arbitration Awards in hand, out of which Arbitration Awards having value of R46,400.00 lakhs including accrued interest till 30-09-2023 were found eligible by the company under VSV scheme. As per the terms of the VSV scheme, the settlement value of these awards was R29,400.00 lakhs (approx.) including accrued interest till 30-09-2023. The Company has already received a sum of R24,494.92 lakhs till 29-05-2024 and the balance amount would be received in due course of time. An income of Rs.20,874.63 lakhs has been included under “Revenue from Operations” for the year ended 31st March, 2024 towards receipts from VSV scheme.

NOTE 43. The Company has certain Trade and Other Receivables of R46,594.67 Lakhs as at March 31, 2024 (R43,521.90 Lakhs as on March 31, 2023) backed by arbitration awards pronounced in its favour over the years. Further, the Company has recognised interest income of R3,072.78 Lakhs during year ended March 31, 2024 (R2,852.63 Lakhs during the year ended March 31, 2023) on such arbitration awards. Against these awards, the customers have preferred appeals in the jurisdictional courts and the legal proceedings are going on. Pending the outcome of the said legal proceedings, the above amounts are being treated as fully realisable as based on the facts of the respective case, the management is confident that the final outcome of the legal proceedings would be in its favour.

NOTE 44. Trade Receivables aggregating Rs.26,836.89 Lakhs (March 31, 2023 Rs.17,518.19 Lakh) are under arbitration proceedings. The management is confident that based on the facts of the respective cases; there is no uncertainty as regards their realisation.

NOTE 46. The i

various projects. I

NOTE 49 SEGMENT REPORTING

The Company is operating in a single segment viz. EPC in accordance with IND AS -108 ‘Operating Segment' notified pursuant to Companies (Indian Accounting Standards) Rules, 2015 , (as amended). The Company is primarily operating in India which is considered as single geographical segment.

NOTE 50. The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the reporting period 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). Further, there is no previously unrecorded income and related assets that have been recorded in the books of account during the reporting period.

NOTE 51: The Company does not have any benami property, where any proceedings have been initiated or pending against the company for holding any benami property under Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made there under.

NOTE 52: The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

NOTE 53: NOTE 53: There has not been any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

NOTE 54: The Company has not traded or invested in crypto currency or virtual currency during the reporting period.

NOTE 55: The Company during the current year has not made any Loans or Advances in the nature of loans granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.

NOTE 56: Previous year's figures have been regrouped/rearranged wherever considered necessary to confirm to the figures presented in the current year.

Signatories to Notes 1 to 56 As per report attached of even date

For Maheshwari & Associates For and on behalf of Board of Directors of

Chartered Accountants SPML Infra Limited

Firm's Registration No. 311008E

CA Bijay Murmuria Subhash Chand Sethi Sushil Kr. Sethi

Partner Chairman Director

Membership No - 055788 DIN: 00464390 DIN: 00062927

Place: Kolkata Manoj Kumar Digga Swati Agarwal

Date: May 30, 2024 Chief Financial Officer Company Secretary