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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of GPT Infraprojects Ltd.

Mar 31, 2025

Bonus Issue:

During the year ended March 31, 2025 the Company has issued and alloted 5,81,72,000 equity shares of face value of H10 each as bonus shares in the proportion of one bonus equity share of face value of H10 each for every one equity share of face value of H10, by capitalising an amount of H5,817.20 lakhs from securities premium, general reserves and retained earnings.

Qualified Institutional Placements:

During the year ended March 31, 2025 the company has issued and alloted 1,00,20,600 equity shares of face value of H10 each to eligible qualified institutional buyers at the issue price of H174.64 per equity share (including a premium of H164.64 per equity share) aggregating to H17,499.98 Lakhs. The net proceeds have been fully utilised for the purpose specified in the placement documents.

(d) Terms/ rights attached to equity shares

i. The Company has only one class of equity shares having par value of H10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The Board of Directors have proposed final dividend of H1.00 per equity shares. The Company has paid interim dividend of H2.00 per equity shares for financial year 2024-25. Total dividend including the interim dividend for the financial year 2024-25 is H3.00 per equity shares on face value of H10 per shares.

iii. In the event of winding-up of the Company, the equity shareholders shall be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

17.01 Term Loan under emergency credit line guarantee scheme (GECL-2.0) from consortium Banks were secured by (a) Second hypothecation charge on current assets of the Company on pari passu basis under consortium banking arrangement. (b) Second hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Second Pledge of 2,96,67,720 numbers of equity shares held by promoters and (d) Second Equitable mortgage of a property owned by one promoter director. (e) Second pari-passu charge by way of lien on cash collateral of H17.00 lakhs held in the name of the Company. All second charges created in favour of the Lenders for emergency credit line guarantee scheme shall rank pari passu inter se.

Term Loan under emergency credit line guarantee scheme (GECL-2.0 extension) from consortium Banks secured were by (a) Second hypothecation charge on current assets of the Company on pari passu basis under consortium banking arrangement. (b) Second hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari passu basis under consortium banking arrangement. (c) Second Pledge of 2,96,67,720 numbers of equity shares held by promoters and (d) Second Equitable mortgage of a property owned by one promoter director. (e) Second pari-passu charge by way of lien on cash collateral of H17.00 lakhs held in the name of the Company All second charges created in favour of the Lenders for emergency credit line guarantee scheme shall rank pari passu inter se.

The aforesaid loans has been fully repaid during the year 2024-25 and consequently the charge has been satisfied during the year.

17.02 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of one director. The outstanding loan amount is repayable in monthly instalments and the amount repayable within one year being H983.48 lakhs, between 1 - 2 years H916.32 lakhs, 2 - 3 years H889.79 lakhs, 3 - 4 years H313.82 lakhs , 4 - 5 years H9.59 lakhs and 5 - 6 years H8.65 lakhs. The loan carries interest @ 8.25% - 10.50% p.a.

17.03 All new charges or satisfaction of charges are registered with Registrar of Companies within the statutory period.

17.04 The Company has used the borrowings from banks for specific purpose for which it was taken at the balance sheet date.

21.01 As at 31^st March 2025 :

Cash credit and short term loans for working capital are secured by (a) Hypothecation of entire current assets of the Company comprising of stock of raw materials, packing materials, stock in process , stores, etc in factory godowns and in transit and the book debts /receivables, unbilled revenue ( both present and future ) and other current assets on pari passu basis under consortium banking arrangement. (b) Hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari passu basis under consortium banking arrangement. (c) Personal guarantee of three promoter directors of the Company, (d) Pledge of 4,45,00,682 numbers of equity shares held by promoters , (e) Pari pasu first charge by way of lein on cash collateral of H567 Lakhs held in the name of the company . All the charges created in favour of the Lenders for Cash Credit and Working Capital loan shall rank pari passu inter se and are held by Axis Trustee Services Limited on behalf of the consortium bankers.

As at 31^st March 2024 :

Cash credit and short term loans for working capital were secured by (a) First hypothecation charge on current assets of the Company on pari passu basis under consortium banking arrangement. (b) First hypothecation charge on all movable fixed assets (excluding those assets

financed out of term loan and deferred payment credits) of the Company on pari passu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders ( including four promoter directors ) of the Company, (d) Pledge of 2,96,67,720 numbers of equity shares held by promoters and promoter group and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan along with GECL 2.0 and GECL 2.0 extension shall rank pari passu inter se and are held by Axis Trustee Services Limited on behalf of the consortium bankers.

21.02 Cash credit borrowings carry interest @ 9.00% to 10.65% p.a. and are repayable on demand.

21.03 Short term loans for working capital carries interest @ 8.40% to 9.80% p.a. and are repayable till March 31, 2026.

21.04 Buyer Credit from NBFC were secured by way of hypothecation and/or pledge over the goods, debts and assets in favour of the lender and personal guarantee of some of the directors and Corporate Guarantee of GPT Sons Private Limited.

21.05 Unsecured loan from a related party carries interest @ 11.00% p.a.

21.06 Buyer Credit from banks are unsecured and repayable within June 2025. Buyers credit facility carries interest @ 7.60% to 7.74%.

21.07 All new charges or satisfaction of charges are registered with ROC within the statutory period.

21.08 The Company has used the borrowings from banks for specific purpose for which it was taken at the balance sheet date.

21.09 Statements of quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the books of account for financial year 2024-25 and 2023-24.

21.10 As at March 31, 2025, the Company had available H8,379 lakhs (March 31,2024: H7,052 lakhs) of undrawn committed borrowing facilities.

34. (A)	Contingencies Contingent liabilities not provided for in respect of:		(H in lakhs)
	Particulars	As at March 31, 2025	As at March 31, 2024
(i) Corporate guarantee given for subsidiaries		535.24	558.43
(ii) Disputed GST, Central Excise and Service Tax demands under appeal:
Various demands on account of disallowances / return of refund /reversal of Input Credit. The Company has filed appeals before the Appellate Authorities against such demands.		249.32	249.32
(iii) Disputed VAT / CST demand under appeal :
Various demands on account of disallowances of export sales, labour and supervision charges, Works Contract Tax, etc. from taxable contractual transfer price and disallowance of Input VAT on purchases, stock transfer to branch etc. The Company has filed appeals before the Appellate Authorities against such demands.		1,342.28	1,180.55
(iv) Bank Guarantee outstanding as at the end of the year
Performance Bank Guarantees		13,935.84	10,672.77

The Company is contesting the demands and based on discussion with experts / favourable decisions in similar case, the Company has good chance of success in above mentioned cases and hence, no provisions there against is considered necessary

(B) The Company has ongoing arbitration proceedings in one of its Joint operations with one of its customers, and there is uncertainty on recovery of the Company''s share of unbilled revenue, trade receivables and other assets aggregating to H662.58 lakhs as at March 31, 2025 (March 31, 2024: H662.58 lakhs). The underlying project has been completed in prior years. However, the management of the Joint Operation has initiated arbitration proceedings against the said customer for the recovery of the aforesaid amounts. The management of the Joint Operation , based on their internal assessment, and backed by the legal opinion, believes that the outcome of the arbitration proceedings will be in favour of the Joint Operation. Accordingly, no provision is considered necessary in the books of account in respect of the aforesaid matter for the year ended March 31,2025.

During the current year, the Company has issued 5,81,72,000 equity shares of H10 each as fully paid-up bonus shares in the ratio of 1 (one) equity share for every 1 (one) equity share outstanding on the record date i.e. July 3, 2024.

The earning per share for the previous year has been restated to reflect the impact of increase in number of shares on account of issue of bonus shares during the year.

F. Terms and conditions of transactions with related parties:

The sales and purchase from related parties are made on terms equivalent to those that prevail in arm''s length transactions. As at March 31,2025 and as at March 31,2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

c. Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price:

There is no material difference in the contract price negotiated and the revenue recognised in the statement of profit and loss for the current year and the previous year.

d. Performance obligation:

The transaction price allocated to the remaining performance obligations ( unsatisfied or partially unsatisfied ) is H3,29,655 lakhs (March 31, 2024: H2,95,492 lakhs), which will be recognised as revenue over the respective project durations. Generally the project duration of contracts with customers is 3 to 4 years.

43. Gratuity and other post - employment benefit plans.

The Company has a defined benefit gratuity plan. The gratuity plan is governed by The Payment of Gratuity Act, 1972. Under the Act, an employee who has completed five years of service is entitled to specific benefit. The scheme is funded with an insurance Company in the form of qualifying insurance policy

The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the plan.

Description of risk exposure:

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 of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefits 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 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 relating to the expected return on any particular investment.

45. Financial risk management objective and policies.

The Company''s financial liabilities comprise loans and borrowing and other payables. The main purpose of these financial liabilities is to finance the Company''s operation. The Company''s financial assets include loans, trade & other receivables and cash & cash equivalents.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management has the overall responsibility for establishing and governing the Company''s financial risk management framework and developing and monitoring the Company''s financial risk management policies. The Company''s financial risk management policies are established to identify and analyze the risks faced by the Company, to set and monitor appropriate controls.

Market Risk:

Market risk is the fair value of the future cash flows of a financial instrument which fluctuates because of changes in market prices. Market risk comprises three type of risk i.e. currency risk, interest rate risk and other price risk such as commodity price risk and equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings etc.

Interest rate risk:

The Company has taken debt to finance its working capital, which exposes it to interest rate risk. Borrowings issued at variable rates expose the Company to interest rate risk.

Credit Risk:

Credit risk is the risk that counterparty will not meet its obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, bank balances, loans, investments and other financial assets. At each reporting date, the Company measures loss allowance for certain class of financial assets based on historical trend, industry practices and the business environment in which the Company operates.

Credit risk with respect to trade receivables are limited, due to the Company''s customer profiles are well balanced in Government and NonGovernment customers and diversified amongst in various construction verticals and geographies. All trade receivables are reviewed and assessed on a quarterly basis.

Credit risk arising from investments, financial instruments and balances with banks is limited because the counterparties are banks and recognized financial institutions with high credit worthiness.

Please refer note no 7 for ageing analysis of trade receivables.

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.

46. Capital Management.

For the purpose of the Company''s capital management, capital includes issued equity capital, security premium and all other equity reserves attributable to the equity holders of the Company.

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 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 long term borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio. Net debts 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).

The carrying amount of financial assets and financial liabilities measured at amortized 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.

Equity investments in subsidiaries and in a joint venture included in note no 5 and 6 are carried at deemed cost as per Ind AS 27 "Separate Financial Statementâ and hence are not required to be disclosed as per Ind AS 107 "Financial Instruments Disclosureâ. Hence the same has not been disclosed in the above table.

Fair value hierarchy

Level 1 : This includes financial instruments measured using quoted prices. This includes listed equity instruments, mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2 : The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little 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 in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

48. The Code on Social Security 2020 (âthe Code'') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

49. Other Statutory Information.

i. The Company does not have any benami property in the current year and previous year . Further there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transaction Act, 1988 and rules made there under.

ii The Company does not have transactions with any struck off company''s during the current year previous year.

iii. The Company has not traded or invested in Crypto Currency or Virtual Currency during the current year and previous year.

iv. The Company has not advanced or loaned or invested funds to any other person(s) or entity(s) including foreign entities (intermediaries) with the understanding that the intermediaries shall:

(a) directly or indirectly lend or invest in other persons or entities in any manner what so ever by or on behalf of the Company (ultimate beneficiaries); or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

v. The Company has not received any fund from any person(s) or entity(s), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company will:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner what so ever by or on behalf of the funding party (ultimate beneficiaries); or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

vi. The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the current year and previous year in the tax assessments under the Income Tax Act, 1961.

vii. The Company has not been declared as a wilful defaulter by any Bank or Financial Institution or Government or any Government Authority during the current year and previous year.

viii. The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

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

51. Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of the Act.

Mar 31, 2024

d) Terms/ rights attached to equity shares

i. The Company has only one class of equity shares having par value of H 10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The Board of Directors have approved 3rd interim dividend of H 1.00 per equity shares at its meeting held on 17th May 2024. The Company has paid interim dividend of H 2.00 per equity shares for financial year 2023-24. Total dividend including the third interim dividend for the financial year 2023-24 is H 3.00 per equity shares on face value of H 10/- per shares.

17.01 Term Loan under emergency credit line guarantee scheme (GECL-2.0) includes H 1,980.41 lakhs (March 31, 2023 @ H 3,285.51 lakhs ) from consortium Banks secured by (a) Second hypothecation charge on current assets of the Company on pari passu basis under consortium banking arrangement. (b) Second hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Second Pledge of 2,96,67,720 nos of equity shares held by promoters and (d) Second Equitable mortgage of a property owned by one promoter director. (e) Second pari-passu charge by way of lien on cash collateral of H 17.00 lakhs held in the name of the Company. All second charges created in favour of the Lenders for emergency credit line guarantee scheme shall rank pari passu inter se. The loan is repayable in 48 monthly equal instalments of H 69.88 lakhs each starting after twelve months from the date of disbursement in January / March 2021. The loan carries interest @ 8.90%.

Term Loan under emergency credit tine guarantee scheme (GECL-2.0 extension) includes H 904.54 lakhs (March 31, 2023 H 1,189.58 lakhs) from consortium Banks secured by (a) Second hypothecation charge on current assets of the Company on pari passu basis under consortium banking arrangement. (b) Second hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari passu basis under consortium banking arrangement. (c) Second Pledge of 2,96,67,720 nos of equity shares held by promoters and (d) Second Equitable mortgage of a property owned by one promoter director. (e) Second pari-passu charge by way of lien on cash collateral of H 17.00 lakhs held in the name of the Company. All second charges created in favour of the Lenders for emergency credit line guarantee scheme shall rank pari passu inter se. The loan is repayable in 48 monthly equal instalments of H 24.27 lakhs each starting after twenty four months from the date of disbursement in November 2021 / January 2022 / May 2022/June23. The loan carries interest @ 8.65% to 9.25%.

17.02 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of one director. The outstanding loan amount is repayable in monthly instalments and the amount repayable within one year being H 350.60 lakhs, between 1 - 2 years H 239.06 lakhs, 2 - 3 years H 185.88 lakhs, 3 - 4 years H 70.65 lakhs , 4 - 5 years H 18.61 lakhs, 5 - 6 years H 9.59 lakhs and 6 - 7 years H 8.65 lakhs . The loan carries interest @ 7.40% - 10.50% p.a.

17.03 All new charges or satisfaction of charges are registered with Registrar of Companies within the statutory period.

17.04 The Company has used the borrowings from banks for specific purpose for which it was taken at the balance sheet date.

21.01 Cash credit and short term loans for working capital are secured by (a) First hypothecation charge on current assets of the Company on pari passu basis under consortium banking arrangement. (b) First hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari passu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders (including four promoter directors) of the Company (d) Pledge of 2,96,67,720 nos of equity shares held by promoters and promoter group and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan along with GECL 2.0 and GECL 2.0 extension shall rank pari passu inter se and are held by Axis Trustee Services Limited on behalf of the consortium bankers.

21.02 Cash credit borrowings carry interest @ 9.50% to 12.10% p.a. and are repayable on demand.

21.03 Short term loans for working capital carries interest @ 9% to 12.10% p.a. and are repayable till March 31, 2025.

21.04 Buyer Credit from NBFC are secured by way of hypothecation and/or pledge over the goods, debts and assets in favour of the lender and personal guarantee of some of the directors and Corporate Guarantee of GPT Sons Private Limited. Buyers credit facility carries interest @ 10.25% and is repayable within July 2024.

21.05 Unsecured loan from a related party carries interest @ 11.00% p.a.

21.06 Buyer Credit from banks are unsecured and repayable within June 2024. Buyers credit facility carries interest @ 7.94% to 8.80%.

21.07 All new charges or satisfaction of charges are registered with ROC within the statutory period.

21.08 The Company has used the borrowings from banks for specific purpose for which it was taken at the balance sheet date.

21.09 Statements of quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the books of account for financial year 2023-24 and 2022-23.

21.10 As at March 31, 2024, the Company had available H 7,052 lakhs (March 31, 2023: H 1,685 lakhs) of undrawn committed borrowing facilities.

34. Contingencies A) Contingent liabilities not provided for in respect of:		(H in lakhs)
Particulars	As at March 31,2024	As at March 31,2023
(i) Corporate guarantee given for subsidiaries (ii) Disputed GST, Central Excise and Service Tax demands under appeal:	558.43	735.94
Various demands on account of disallowances / return of refund /reversal of Input Credit. The Company has filed appeals before the Appellate Authorities against such demands. (iii) Disputed VAT / CST demand under appeal :	249.32	249.32
Various demands on account of disallowances of export sales, labour and supervision charges, Works Contract Tax, etc. from taxable contractual transfer price and disallowance of Input VAT on purchases, stock transfer to branch etc. The Company has filed appeals before the Appellate Authorities against such demands.	1,180.55	1,180.55

The Company is contesting the demands and based on discussion with experts / favorable decisions in similar case, the Company has good chance of success in above mentioned cases and hence, no provisions there against is considered necessary.

B) The Company has ongoing arbitration proceedings in one of its Joint operations with one of its customers, and there is uncertainty on recovery of the Company''s share of unbilled revenue, trade receivables and other assets aggregating to H 662.58 lakhs as at March 31, 2024 (March 31, 2023: H 688.41 lakhs). The underlying project has been completed in prior years. However, the management of the Joint Operation has initiated arbitration proceedings against the said customer for the recovery of the aforesaid amounts. The management of the Joint Operation , based on their internal assessment, and backed by the legal opinion, believes that the outcome of the arbitration proceedings will be in favour of the Joint Operation. Accordingly, no provision is considered necessary in the books of account in respect of the aforesaid matter for the year ended March 31, 2024.

35. Capital and other commitments:

(H in lakhs)

Particulars

As at

March 31,2024

As at March 31,2023

Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances)

38. Segment information a. Basis of segmentation:

As per the internal reporting to Chief Operating Decision Maker, the Company is organized into business units based on its product and services and there are two segments namely:

i. Infrastructure - Consists of execution of construction contracts and other infrastructure activities

ii. Concrete Sleepers - Consists of manufacturing concrete sleepers.

c. Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price:

There is no material difference in the contract price negotiated and the revenue recognised in the statement of profit and loss for the current year.

d. Performance obligation:

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) is H 295,492 lakhs (March 31, 2023: H 215,314 lakhs), which will be recognised as revenue over the respective project durations. Generally, the project duration of contracts with customers is 3 to 4 years.

43. Gratuity and other post - employment benefit plans.

The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the plan.

Description of risk exposure:

Interest rate risk:

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 illiquid assets not being sold in time.

Salary escalation risk:

Regulatory risk:

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 relating to the expected return on any particular investment.

44. Details of Loans given, Investments made and guarantee given covered under section 186(4) of the Companies Act, 2013 (Contd.) Notes:

i. Necessary disclosure as required under section 186(4) of the Companies Act, 2013 in respect of Investments are given in note no 5.

ii. All the Loan / Guarantees given to the Companies are for their general business purpose.

45. Financial risk management objective and policies.

Market Risk:

Interest rate risk:

The Company has taken debt to finance its working capital, which exposes it to interest rate risk. Borrowings issued at variable rates expose the Company to interest rate risk.

Credit Risk:

Credit risk is the risk that counterparty wilt not meet its obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, bank balances, loans, investments and other financial assets. At each reporting date, the Company measures loss allowance for certain class of financial assets based on historical trend, industry practices and the business environment in which the Company operates.

Credit risk with respect to trade receivables are limited, due to the Company''s customer profiles are well balanced in Government and Non-Government customers and diversified amongst in various construction verticals and geographies. All trade receivables are reviewed and assessed on a quarterly basis.

Credit risk arising from investments, financial instruments and balances with banks is limited because the counterparties are banks and recognized financial institutions with high credit worthiness.

Please refer note no 8 for ageing analysis of trade receivables.

Liquidity Risk:

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.

46. Capital Management.

For the purpose of the Company''s capital management, capital includes issued equity capital, security premium and all other equity reserves attributable to the equity holders of the Company.

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 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 long term borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio. Net debts 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).

Equity investments in subsidiaries and in a joint venture included in note no 5 and 6 are carried at deemed cost as per Ind AS 27 "Separate Financial Statement" and hence are not required to be disclosed as per Ind AS 107 "Financial Instruments Disclosure". Hence the same has not been disclosed in the above table.

48. The Code on Social Security 2020 (the Code'') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

49. Other Statutory Information.

i. The Company does not have any benami property in the current year & previous year. Further there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transaction Act, 1988 and rules made there under.

ii. The Company does not have transactions with any struck off company''s during the current year and previous year..

iii. The Company has not traded or invested in Crypto Currency or Virtual Currency during the current year and previous year.

iv. The Company has not advanced or loaned or invested funds to any other person(s) or entity(s) including foreign entities (intermediaries) with the understanding that the intermediaries shall:

a) directly or indirectly lend or invest in other persons or entities in any manner what so ever by or on behalf of the Company (ultimate beneficiaries); or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

a) directly or indirectly lend or invest in other persons or entities identified in any manner what so ever by or on behalf of the funding party (ultimate beneficiaries); or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

vii. The Company has not been declared as a willful defaulter by any Bank or Financial Institution or Government or any Government Authority during the current year and previous year.

viii. The Company has not filed any scheme of arrangements in terms of section 230 to 237 of the Company''s Act, 2013 with any Competent Authority during the current year and previous year.

51 . Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of the Act.

Mar 31, 2023

l) Provision for liabilities, contingent liabilities and contingent assets:

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

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

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Guarantees are also provided in the normal course of business. There are certain obligations which management has concluded, based on all available facts and circumstances, are not probable of payment or are very difficult to quantify reliably, and such obligations are treated as contingent liabilities and disclosed in the notes but are not reflected as

liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings in which the Company is involved, it is not expected that such contingencies will have a material effect on its financial position or profitability.

Contingent assets are not recognized but disclosed in the financial statements when an inflow of economic benefits is probable.

m) Retirement and other employee benefits:

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

â¢ The date of the plan amendment or curtailment, and

â¢ The date that the Company recognizes related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

â¢ Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

â¢ Net interest expense or income.

Other employee benefits in the nature of compensated absences accruing to employees are provided for based on actuarial valuation made at the end of each financial year using the projected unit credit method.

n) Cash and cash equivalents:

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company''s cash management.

o) Cash Dividend

The Company recognises a liability to make cash to equity holders of the Company when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

p) Earnings per share:

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

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

q) Financial instruments:

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets:

Initial recognition and measurement:

The classification of Financial assets at initial recognition depends on the Financial asset''s contractual cash flow and Company''s business model for managing them. With the exception of trade receivables that do not contain a significant financing component, the Company initially measure all financial assets at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement:

Debt instruments at amortized cost:

A âdebt instrument'' is measured at the amortized cost if both the following conditions are met:

â¢ The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

â¢ Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. The EIR amortization is included in finance income in the profit or loss. The losses arising from impairment are recognized in the Profit or loss.

Equity investments:

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at Fair Value through Profit & Loss (FVTPL). For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at Fair Value through Other Comprehensive Income (FVTOCI), then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

Investment in Subsidiaries:

The Company''s Investment in Subsidiaries are accounted at Cost in accordance with Ind AS 27 âSeparate Financial Statementsâ.

Investment in Joint Venture:

The Company''s Investment in Joint Venture are accounted at Cost in accordance with Ind AS 27 âSeparate Financial Statementsâ. At the date of transition to Ind AS, the Company has considered fair value of its investments in Joint Venture as deemed cost.

De-recognition:

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the Company''s balance sheet) when:

â¢ The rights to receive cash flows from the asset have expired, or

â¢ The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a âpass-through'' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company''s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Impairment of financial assets:

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

â¢ Financial assets that are debt instruments, and are measured at amortized cost e.g., loans, debt securities, deposits, trade receivables and bank balance

â¢ Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115 (referred to as âcontractual revenue receivables'' in these financial statements)

The Company follows âsimplified approach'' for recognition of impairment loss allowance on Trade receivables or contract revenue receivables.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument.

ECL also considers the amount and timing of payment. Provision is made under ECL even if the Company expects to be paid in full but later than when contractually due.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head âother expenses'' in the P&L. The balance sheet presentation for various financial instruments is described below:

Financial assets measured as at amortized cost:

ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.

Financial liabilities:

Initial recognition and measurement:

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or payables.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement:

Loans and borrowings:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

De- recognition:

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de- recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.

Offsetting of financial instruments:

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

r) Fair value measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

â¢ In the principal market for the asset or liability, or

â¢ In the absence of a principal market, in the most advantageous market for the asset or liability

A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

a) Level 1 â Quoted (unadjusted) market prices in active markets for identical assets or liabilities

b) Level 2 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

c) Level 3 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

s) Measurement of EBITDA:

The Company presents EBITDA in the statement of profit or loss; this is not specifically required by Ind AS 1. The term EBITDA is not defined in Ind AS. Ind AS complaint Schedule III allows companies to present Line items, sub-line items and sub-totals shall be presented as an addition or substitution on the face of the Financial Statements when such presentation is relevant to an understanding of the Company''s financial position or performance or to cater to industry/ sector-specific disclosure requirements or when required for compliance with the amendments to the Companies Act or under the Indian Accounting Standards.

Accordingly, the Company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. In its measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense.

t) Cash Flow Statement:

Cash flows are reported using indirect method as set out in Ind AS -7 âStatement of Cash Flowsâ, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash 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.

u) Segment Reporting:

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. Revenue and expenses are identified to segments on the basis of their relationship to the operating activities of the segment. Inter segment revenue are accounted for based on the cost price. Revenue, expenses, assets and liabilities which are not allocable to segments on a reasonable basis, are included under "Unallocated revenue/ expenses/ assets/ liabilities".

2.3 Significant Accounting judgments, estimates and assumptions:

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

Judgments:

In the process of applying the Company''s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

The areas involving critical estimates or judgment are:

a. Recognition of revenue - Contract Revenue is recognized under Percentage of Completion method. When the outcome of a construction contract can be estimated reliably contract revenue and contract costs associated with the construction contracts are recognized as Revenue and Expenses respectively by reference to the stage of completion of the Contract activity which involves significant judgement. (Note 42)

b. Provision for impairment and expected credit losses - (Note 6, 8 and 45);

c. Estimated useful life of intangible assets, property, plant and equipments and provision for decommissioning of property, plant and equipment and provision for decommissioning of property, plant and equipment- (Note 3);

d. Measurement of defined benefit obligations (gratuity benefits) - (Note 43);

e. Recoverability of Income tax assets and Deferred tax - (Note 10, 20);

These critical estimates are explained above in detail in note no 2.2 - Summary oi significant accounting policies.

2.4 Standards (including amendments) issued but not yet effective:

The Ministry of Corporate Affairs (âMCAâ) has notified Companies (Indian Accounting Standard) Amendment Rules, 2023 dated March 31, 2023 to amend certain Ind ASs which are effective from 01 April 2023: Below is a summary of such amendments:

(i) Disclosure of Accounting Policies - Amendment to Ind AS 1 Presentation of financial statements The MCA issued amendments to Ind AS 1, providing guidance to help entities meet the accounting policy disclosure requirements. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose âsignificant accounting policies'' with âmaterial accounting policy information''. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure.

The amendments are effective for annual reporting periods beginning on or after 01 April 2023. The Company is currently revisiting their accounting policy information disclosures to ensure consistency with the amended requirements.

(ii) Definition of Accounting Estimates - Amendments to Ind AS 8 Accounting policies, changes in accounting estimates and errors.

The amendment to Ind AS 8, which added the definition of accounting estimates, clarifies that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the currentperiod.

The amendments are effective for annual reporting periods beginning on or after 01 April 2023. The amendments are not expected to have a material impact on the Company''s financial statements.

(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12 Income taxes The amendment to Ind AS 12, requires entities to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities.

The amendment should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should recognise deferred tax assets (to the extent that it is probable that they can be utilised) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with:

â¢ right-of-use assets and lease liabilities, and

â¢ decommissioning, restoration and similar liabilities, and the corresponding amounts recognised as part of the cost of the related assets.

The cumulative effect of recognising these adjustments is recognised in retained earnings, or another component of equity, as appropriate. Ind AS 12 did not previously address how to account for the tax effects of on-balance sheet leases and similar transactions and various approaches were considered acceptable. Some entities may have already accounted for such transactions consistent with the new requirements. These entities will not be affected by the amendments.

The Company is currently assessing the impact of the amendments.

iv) The other amendments to Ind AS notified by these rules are primarily in the nature of clarifications.

49. Other Statutory Information.

i. The Company does not have any benami property. Further there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transaction Act, 1988 and rules made there under.

ii. The Company does not have transactions with any struck off company''s during the year.

iii. The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

iv. The Company has not advanced or loaned or invested funds to any other person(s) or entity(s) including foreign entities (intermediaries) with the understanding that the intermediaries shall:

a. directly or indirectly lend or invest in other persons or entities in any manner what so ever by or on behalf of the Company (ultimate beneficiaries); or

49. Other Statutory Information. (Contd.)

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(a) directly or indirectly lend or invest in other persons or entities identified in any manner what so ever by or on behalf of the funding party (ultimate beneficiaries); or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

vi. The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

vii. The Company has not been declared as a willful defaulter by any Bank or Financial Institution or Government or any Government Authority.

viii. The Company has not filed any scheme of arrangements in terms of section 230 to 237 of the Company''s Act, 2013 with any Competent Authority.

51. Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of the Act.

As per our attached report of even date

For M S K A & Associates For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm registration number: 105074W

Puneet Agarwal D. P. Tantia S. G. Tantia

Partner Chairman Managing Director

Membership no - 064824 DIN - 00001341 DIN - 00001346

For SN Khetan & Associates Atul Tantia Vaibhav Tantia

Chartered Accountants Executive Director & CFO Director & COO

ICAI Firm registration number: 325653E DIN - 00001238 DIN - 00001345

Sanjay Kumar Khetan K. P. Khandelwal Mohit Arora

Partner Director Company Secretary

Membership no - 058510 DIN - 00748523 Membership no - A51590

Place: Kolkata Date: May 22, 2023

Mar 31, 2018

1. Corporate information:

GPT Infraprojects Limited (the âCompanyâ) is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on two recognized stock exchanges in India. The registered office of the company is located at GPT Centre, JC 25, Sector III, Salt Lake, Kolkata - 700 098, India.

The Company is principally engaged in construction activities for infrastructure projects. Besides, the Company is also engaged in concrete sleeper manufacturing business. The standalone financial statements were authorized for issue in accordance with a resolution of the directors on June 01, 2018.

2. Significant accounting policies:

2.1 Basis of preparation:

The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

For all periods up to and including with the year end March 31, 2017, the Company prepared its financial statements in accordance accounting standards notified under the Section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements for the year ended March 31, 2018 are the first Financial Statement prepared by the Company in accordance with Ind AS. Refer to note 49 for information on how the Company adopted Ind AS.

The standalone financial statements have been prepared on a historical cost basis except certain exemptions availed by the Company under Ind AS 101 - First time adoption of Indian Accounting Standards, as detailed in note no 48 and 49. These financial statements are presented in H and all values are rounded to the nearest lacs (RS. 00,000), except where otherwise indicated.

2.2 Significant Accounting judgments, estimates and assumptions:

In the process of applying the Companyâs accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

The areas involving critical estimates or judgment are:

a) Measurement of defined benefit obligations - (Note 42);

b) Estimated useful life of intangible assets, property, plant and equipment - (Note 3);

c) Recognition of revenue - Contract Revenue is recognized under Percentage of Completion method. When the outcome of a construction contract can be estimated reliably contract revenue and contract costs associated with the construction contracts are recognized as Revenue and Expenses respectively by reference to the stage of completion of the Contract activity. (Note 41):

d) Provision for expected credit losses - (Note 7 and note no 49)

These critical estimates are explained in detail in note no 2.2 - Summary of significant accounting policies.

(a) Nil (March 31, 2017 : Nil ; April 01, 2016 : 2,295,000) Shares Pledged with State Bank of India as security for loan sanctioned in earlier year (but not disbursed as on the balance sheet date) by them to the Subsidiary Company. [also refer note no 33B)].

(b) The non cumulative redeemable preference shares are redeemable after the expiry of 13 years from the date of issue / allotment or earlier subject to the approval / consent of the board, preference shareholders and lenders of the Investee Subsidiary Company [also refer note no 33 B)].

(d) Terms/ rights attached to equity shares

i. The Company has only one class of equity shares having par value of RS.10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The Company has paid two interim dividends during the year aggregating to RS.2.00 per equity share (March 31, 2017 : RS.2.50 per equity share).

Note:

3.1 Term loans in Indian Rupees from Bank was secured by equitable mortgage of commercial property owned by GPT Estate Private Limited. The loan was repayable in 33 monthly equal installments of RS.60.61 lacs each starting after 3 months from the date of disbursement in June 2014. The loan carried interest @ 11.70 - 12.25% and has been repaid during previous year.

3.2 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of two Directors. The outstanding loan amount is repayable in monthly installments and the amount repayable within one year being RS.375.93 lacs, between 1 - 2 years RS.235.92 lacs, 2 - 3 years RS.244.12 lacs, 3 - 4 years RS.80.79 lacs, 4 - 5 years RS.6.19 lacs . The loan carries interest @ 8.75% - 13.15% p.a.

3.3 Unsecured loan in Indian rupee from a related party carried interest @ 14.00% p.a. and has been repaid during the year.

Changes in liabilities arising from financing activities.

The MCA amended Ind AS 7 which becomes effective from annual period beginning on or after April 01, 2017. The amendment requires entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The Company has disclosed information about its borrowings (both current & non - current). On initial application of the amendment, entities are not required to provide comparative information for preceeding period, hence no comparatives have been provided.

* As per information available with the Company, there are no Micro and Small suppliers covered as per the Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision/payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in these financial statements.

Trade payables are non-interest bearing except certain steel suppliers where interest rate is 15% p.a.

Note:

4.1 Cash credit and short term loans for working capital are secured by (a) First hypothecation charge on current assets of the Company (excluding current assets financed out of term loan for any specific projects) on pari pasu basis under consortium banking arrangement.

(b) First hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders (including four promoter directors) of the Company, (d) Pledge of 55,45,628 (March 31, 2017 : 55,45,628, April 01, 2016: 55,45,628) nos of shares held by promoters and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan rank pari passu inter se.

4.2 Cash Credit borrowings carry interest @ 9.35% to 13.25% p.a. and are repayable on demand.

4.3 Short term loans for working capital carries interest @ 9.00% to 12.00% p.a. and are repayable till July 14, 2018.

4.4 Buyers Credit in Indian Ruppes is secured against comfort letter of a vendor with recourse backed by bank guarantee issued by the Company in favour of that vendor. The Bank Guarantee is secured by the same securities as are available to bank with respect to cash credit / working capital facilities. The said buyers credit facility carries interest @ 9.95% p.a. and is repayable till July 2018.

Revenue from operations includes excise duty collected from customers of RS.49.90 lacs (March 31, 2017: RS.208.69 lacs). Revenue from Operations net of excise duty is RS.45,317.16 lacs (March 31, 2017: RS.46,935.98 lacs). Revenue from operations for periods up to June 30, 2017 includes excise duty. From July 01, 2017 onwards the excise duty and most indirect taxes in India have been replaced by Goods and Service Tax (GST). The Company collects GST on behalf of the Government. Hence, GST is not included in Revenue from operations from July 01, 2017 onwards. In view of the aforesaid change in indirect taxes, Revenue from operations for the year ended March 31, 2018 is not comparable with March 31, 2017.

The Company is contesting the demands and based on discussion with experts / favorable decisions in similar case, the Company has good chance of success in above mentioned cases and hence no, provisions there against is considered necessary.

(B) In an earlier year, the Company had incorporated a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had subcontracted such construction work to the Company. Subsequently, the subsidiary had terminated the concessional agreement with the customer due to the required land not made available by the customer and referred the matter to arbitration. During the year, the Arbitration Tribunal has awarded a sum of RS.6,120.32 lacs in favor of the subsidiary. The impact of the aforesaid award will be recognized when receipt of the arbitration award becomes reasonably certain.

(C) In earlier years, the Company had significantly completed execution of certain construction contracts under the terms of agreements with government departments. Unbilled revenue, accrued price escalations and trade receivables (including impact of unwinding) aggregating RS.2,692.82 lacs (March 31, 2017 : RS.2,372.53 lacs; April 01, 2016 : RS.2,090.33 lacs), are yet to be received by the Company in respect of such contracts due to paucity of funds available with those government departments. However, the management expects to realize the above sum within a period of next three years. Based on regular follow ups with those customers, management is confident that the aforesaid amount is fully recoverable. (refer also note no 49).

(D) During the year, the Company has significantly completed execution of a construction contract. Unbilled revenue aggregating RS.1,860.25 lacs is yet to be billed by the Company in respect of such contract pending final joint measurement of work by the Company and the customer. Based on regular follow ups with the customer, management is confident that the aforesaid amount is fully recoverable within a year.

(E) The Company had invested in two joint operations in earlier years for execution of construction contracts. In view of the disputes with respective customers regarding underlying unbilled revenue, trade and other receivables, the joint operation have initiated arbitration proceedings. The management believes that the outcome of arbitration will be favorable to the Company and hence no provision is considered necessary for the Companyâs share of unbilled revenue, trade receivables and other receivables aggregating RS.1,727.95 in these joint operation.

(F) The Companyâs subsidiary in South Africa, GPT Concrete Products South Africa (Pty.) Ltd., is solely engaged in the business of manufacture of sleepers for supply to a single customer under the terms of an agreement which is scheduled to expire in 2020. Management believes that in view of renewal of contracts in prior year and the Subsidiaryâs market share in that geography, the aforesaid contract will be renewed and the Subsidiary will continue to operate as a Going Concern. Consequently, no adjustment to the Companyâs carrying value of direct / indirect investment in the aforesaid subsidiary, aggregating RS.936.91 lacs has been considered necessary.

5. (a) The Company had introduced an Employee Stock Option Plan (ESOP) âGPT Employee Stock Option Plan-2009â (ESOP scheme) in the year 2009 - 10. On the basis of such scheme, 2,00,000 equity shares of the Company were allotted to an Employeesâ Welfare Trust namely GPT Employeesâ Welfare Trust (âthe trustâ) on 2nd January 2010. In an earlier year, the Nomination and Remuneration Committee approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the 2,00,000 shares. None of the grantees / eligible employees accepted the grant within the prescribed acceptance period. Under such circumstances, the Board, as recommended by the Nomination and Remuneration Committee dissolved the said ESOP Scheme during that financial year.

(b) Further, the Company had also given RS.200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust. During the year ended March 31, 2017 the Trust had refunded RS.184.70 lacs to the Company which had been considered as an adjustment to securities premium account to the extent of RS.164.70 lacs and balance RS.20.00 lacs against equity share capital.

6. Segment information

As per the internal reporting to Chief Operating Decision Maker, the Company is organized into business units based on its product and services and there are two segments namely:

a. Concrete Sleepers Consists of manufacturing concrete sleepers,

b. Infrastructure consists of execution of construction contracts and other infrastructure activities,

c. Others consist of miscellaneous business comprising of less than 10% revenue on individual basis.

* The remuneration to the key managerial personnel does not include provisions towards gratuity and leave benefits as they are determined on an actuarial basis for the Company as a whole. Amount of such provision pertaining to the key managerial personnel are not ascertainable and therefore, not included in above.

# represents aggregate amount of fund and non fund based borrowing limits available to the Company that are secured by assets and these personal guarantees as set out in note no 15 and 21.

Note: Figures in (bracket) relates to transaction / balances for the year ended / as at March 31, 2017 and figures in [bracket] relates to balances as at April 01, 2016.

D. Other Transaction:-

In the earlier year, the following related parties have pledged the below mentioned shares in favor of the consortium bankers as an additional security towards credit facilities including non fund based credit facilities sanctioned to the Company by such consortium bankers.

7. The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating leases aggregate to RS.241.09 lacs (March 31, 2017 : RS.232.96 lacs).

a) Consequent to revision in cost to complete of certain ongoing projects during the year, unbilled revenue aggregating RS.1,780.65 lacs (March 31, 2017: RS.1,533.51 lacs) has to be reversed in these financial statements.

b) Based on final measurement of a significantly completed project jointly carried out during the year by the Company and the customer, it has been considered prudent to reverse unbilled revenue aggregating RS.793.44 lacs (March 31, 2017: RS.2,833.51 lacs) in these financial statements.

8. (a) Gratuity and other post - employment benefit plans.

The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the plan.

Net employee benefits expense recognized in the employee cost.

The Company expects to contribute RS.117.81 lacs (March 31, 2017 H 76.91 lacs) to the gratuity in the next year. The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

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

The overall expected rate of return on asset is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

Description of risk exposure:

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may very 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 of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefits and will thus result in an increase in the value of the liability (as shown in financial statements).

Liquidity risk:

Salary escalation risk:

Regulatory risk:

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 relating to the expected return on any particular investment.

9. Details of Loans given, Investments made and guarantee given covered under section 186(4) of the Companies Act, 2013.

Notes:

i. Necessary disclosure as required under section 186(4) of the Companies Act, 2013 in respect of Investments are given in note no 4 & 5.

ii. All the Loan / Guarantees given to the Companies are for their general business purpose.

10. Financial risk management objective and policies.

The Companyâs financial liabilities comprise loans and borrowing and other payables. The main purpose of these financial liabilities is to finance the Companyâs operation. The Companyâs financial assets include loans, trade & other receivables and cash & cash equivalents.

The Company is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management has the overall responsibility for establishing and governing the Companyâs financial risk management framework and developing and monitoring the Companyâs financial risk management policies. The Companyâs financial risk management policies are established to identify and analyze the risks faced by the Company, to set and monitor appropriate controls.

Market Risk:

Market risk is the fair value of the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three type of risk i.e. currency risk, interest rate risk and other price risk such as commodity price risk and equity price risk. Financial instruments affected by market risk include trade payable, trade receivables, borrowings etc.

Interest rate risk:

The Company has taken debt to finance its working capital , which exposes it to interest rate risk. Borrowings issued at variable rates expose the Company to interest rate risk.

Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of change in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates are as detailed below:

* The assumed movement in basis point for the Sensitivity analysis is based on the currently observable market environment.

Credit Risk:

Credit risk with respect to trade receivables are limited, due to the Companyâs customer profiles are well balanced in Government and Non Government customers and diversified amongst in various construction verticals and geographics. All trade receivables are reviewed and assessed on a quarterly basis.

Credit risk arising from investments, financial instruments and balances with banks is limited because the counterparties are banks and recognised financial institutions with high credit worthiness.

The ageing analysis of trade receivables considered from the date of invoice as follows:

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 Companyâs 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 Companyâs 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.

Maturities of Financial Liabilities:

The table below analyzes the Companyâs Financial Liabilities into relevant maturity groupings based on their contractual maturities.

11. Standards issued but not effective.

Ministry of Corporate Affairs (âMCAâ) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASâs which the Company has not applied as they are effective for annual periods beginning on or after April 01, 2018:

Ind AS 115 - Revenue from Contracts with Customers

The Company is currently evaluating the impact of implementation of Ind AS 115 âRevenue from Contracts with Customersâ which is applicable to it w.e.f. April 01, 2018. However, based on the evaluation done so far and based on the arrangement that the Company has with its customers, the implementation of Ind AS 115 will not have any significant recognition and measurement impact. However, there will be additional presentation and disclosure requirement, which will be provided in the next yearâs financial statements.

Ind AS 21 - The effect of changes in Foreign Exchange rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company has assessed that the impact of such amendment shall not be significant.

Ind AS 12 - Income Taxes

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognized in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments are effective for annual periods beginning on or after April 01, 2018. These amendments are not expected to have any impact on the Company as the Company has no deductible temporary differences or assets that are in the scope of the amendments.

Ind AS 28 - Investments in Associates and Joint ventures

Clarification that measuring investees at fair value through profit or loss is an investment-by investment choice:

i) An entity that is a venture capital organization, or other qualifying entity, may elect, at initial recognition on an investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss

ii) If an entity, that is not itself an investment entity, has an interest in an associate or joint venture that is an investment entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associateâs or joint ventureâs interests in subsidiaries. This election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associate or joint venture is initially recognized; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first becomes a parent. The Company has assessed that the impact of such amendment shall not be significant.

Ind AS 112 - Interest in Other Entities

The amendments clarify that the disclosure requirements in Ind AS 112, other than those in paragraphs B10-B16, apply to an entityâs interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified (or included in a disposal group that is classified) as held for sale. The Company has assessed that the impact of such amendment shall not be significant.

12. Capital Management.

For the purpose of the Companyâs capital management, capital includes issued equity capital, security premium and all other equity reserves attributable to the equity holders of the Company.

The Companyâs 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 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 Companyâs policy is to use short term and long term borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio. Net debts 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:

*Carrying Value of assets / liabilities carried at amortized cost are reasonable approximation of its fair values.

13. First - Time adoption of Ind AS:

These financial statements for the year ended March 31, 2018 are the first financial statements of the Company prepared in accordance with Ind AS.

Exemption applied:

Ind AS 101 allows certain exemptions from the retrospective application of certain requirements under Ind AS.

a. Deemed Cost:

Ind AS 101 allows a first time adopter to continue with the carrying value for all its Property, Plant and equipment (Except Land) and Intangible assets as recognized in its previous GAAP financials on the date of transition. Accordingly, the Company has opted for this exemption and decided to carry its Property, Plant and equipment and Intangible assets at carrying value as per Indian GAAP on the date of transition i.e. April 01, 2016 after making necessary adjustments. Investment in a joint venture has been fair valued on the date of transition and the same has been considered as deemed cost of such investment.

b. Estimates:

The preparation of the Companyâs financial statements requires management to make judgments, estimates and assumptions as described below that affect the reported amounts and the accompanying disclosures. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

- Cost of Defined Benefit Plan and the Present Value of the defined benefit obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.

- Impairment of financial assets based on Expected Credit Model.

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 01, 2016, the date of transition to Ind AS and as of March 31, 2017.

c. Classification and measurement of Financial Assets:

The Company has assessed the classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS in accordance with Ind AS 101.

Note:

a. Provision as per Expected Credit loss model is recognized in accordance with Ind AS 109, Financial Instruments. This is related to old Unbilled revenues, Accrued price escalation and Trade receivables, that were outstanding for more than three years as on the transition date. Due to delay in receipts from customers, the management now believes that these will take significant time to recover as against the earlier assessment of one year.

b. In the financial statements under the previous GAAP, investments of the Company were classified as long-term investments or current investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary diminution in carrying amount of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, the Company has recognized such investments as follows:

i. Investments in subsidiaries: at cost,

ii. Investment in joint venture: Fair valued at transition date which has been considered as deemed cost.

The resulting fair value change in above investment has been recognized in retained earnings as at the date of transition.

14. The Company has evaluated the future impact of GST on its existing construction contracts in the light of ongoing negotiations with its customers. Based on such evaluation, the likely future impact of GST has been recognized in these results. Management believes that there will be no adverse impact in this regard.

Mar 31, 2017

Notes:

1 Term loans in Indian Rupees from Bank was secured by equitable mortgage of commercial property owned by GPT Estate Private Limited. The loan was repayable in 33 monthly equal installments of Rs, 60.61 lacs each starting after 3 months from the date of disbursement in June 2014. The loan has been repaid during the year.

2 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of two Directors. The outstanding loan amount is repayable in monthly installments and the amount repayable within one year being Rs, 171.92 lacs, between 1 - 2 years Rs, 178.77 lacs, 2 - 3 years Rs, 37.54 lacs, 3 - 4 years Rs, 24.11 lacs, 4 - 5 years Rs, 22.03 lacs . The loan carries interest @ 9.10% - 13.15% p.a.

3 Unsecured loan in Indian rupee from a related party carry interest @ 14.00% p.a. and is repayable after one year.

Notes:

4 Cash credit and short term loans for working capital are secured by (a) First hypothecation charge on current assets of the Company (excluding current assets financed out of term loan for any specific projects) on pari pasu basis under consortium banking arrangement. (b) First hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders (including four promoter directors) of the Company, (d) Pledge of 5,545,628 nos of shares held by promoters and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan rank pari passu inter se.

5 Cash Credit borrowings carry interest @ 11.20% to 13.50% p.a. and are repayable on demand.

6 Short term loans for working capital carries interest @ 9.25% to 12.00% p.a. and are repayable till September 2017.

7 Buyers Credit in Indian Rupees is secured against comfort letter of a vendor with recourse backed by bank guarantee issued by the Company in favour of that vendor. The Bank Guarantee is secured by the same securities as are available to bank with respect to cash credit / working capital facilities. The said buyers credit facility carries interest @ 9.95% to 10.00% p.a. and is repayable till July 2017.

* As per information available with the Company, there are no Micro and Small suppliers covered as per the Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision/payment have been made by the Company to such creditors, if any, and no disclosure thereof is made in these financial statements.

8. INVESTMENTS (contd...)

(a) Nil (31^st March 2016 : 2,295,000) Shares Pledged with State Bank of India as security for loan sanctioned in earlier year (but not disbursed as on the balance sheet date) by them to the Subsidiary Company. [also refer note no 27(B)].

(c) The Joint Ventures are in the form of AOP and unincorporated entities. Hence, number of shares and face value are not applicable.

(d) The above Investments in Companies are for their general business purpose.

The Company is contesting the demands and based on opinion of tax advisors, the management believes that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company''s financial position and results of operations.

(B) In an earlier year, the Company had formed a special purpose vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had entered into a concession agreement with the customer and had awarded an EPC contract to the Company. In an earlier year, the subsidiary had terminated the concession agreement with the customer and had gone into arbitration mainly due to required land not being made available by the customer, resulting in termination of the EPC contract awarded to the Company. The Company is carrying net assets of Rs, 1,971.95 lacs (31^st March 2016 : Rs, 1,922.06 lacs) including investments of Rs, 597.00 lacs (31^st March 2016 : Rs, 597.00 lacs) as on the Balance Sheet date pertaining to the above project. Since the matter has been referred to arbitration, the recoverability of the aforesaid net assets of the Company is subject to outcome of the said arbitration. The Management believes that the outcome of the arbitration shall result in recovery of the said cost on the facts of the case and as per the terms and conditions of the said concession agreement and accordingly no provision is considered necessary in the financial statements.

aggregating Rs, 3,895.08 lacs (31^st March 2016 : Rs, 3,530.33 lacs), included in other current assets and current trade receivables, are yet to be received by the Company in respect of such contracts due to paucity of funds available with those customers. Based on regular follow ups with those customers, management is confident that the aforesaid amount is fully recoverable.

(D) The company had invested in a joint venture operation for execution of a contract. In view of the disputes with the customer regarding underlying unbilled revenue, trade and other receivables, the joint venture has initiated arbitration proceedings. The management believes that the outcome of arbitration will be in favour of joint venture, and the Company''s investment aggregating Rs, 687.13 lacs is fully recoverable.

(E) The company had invested in a joint venture operation for execution of a contract. In view of the disputes with the customer regarding underlying unbilled revenue and trade receivables, the joint venture has filed a claim to the customer and intends to refer the matter to arbitration, in case aforesaid claim is not accepted by the customer. The management, thereby, believes that the Company''s investment aggregating Rs, 1,117.71 lacs is fully recoverable.

9. (a) The Company had introduced an Employee Stock Option Plan (ESOP) "GPT Employee Stock Option Plan-2009" (ESOP scheme) in the year 2009 - 10. On the basis of such scheme, 2,00,000 equity shares of the Company were allotted to an Employees'' Welfare Trust namely GPT Employees'' Welfare Trust ("the trust") on 2^nd January 2010. In an earlier year, the Nomination and Remuneration Committee approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the 2,00,000 shares. None of the grantees / eligible employees accepted the grant within the prescribed acceptance period. Under the circumstances, the Board, as recommended by the Nomination and Remuneration Committee dissolved the said ESOP Scheme during that financial year.

(b) Further, the Company had given Rs, 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust. The Trust has refunded Rs, 184.70 lacs (31^st March 2016 : Rs, 2.00 lacs) to the Company during the year which has been considered as an adjustment to securities premium account amounting Rs, 164.70 lacs and balance Rs, 20.00 lacs against equity share capital. The Trust had sold the shares held by it in the secondary market through stock exchange and the sale proceeds so generated was partly utilized for the repayment of the outstanding loan granted by the Company to the Trust and the balance fund will be utilized for the general employee''s benefit as stated in the GPT Employees Welfare Trust Deed.

10. SEGMENT INFORMATION

Business segment The business segments have been identified on the basis of the activities undertaken by the

Company. Accordingly, the Company has identified the following reportable segments:

Concrete Sleepers Consists of manufacturing concrete sleepers,

Infrastructure Consists of execution of construction contracts and other infrastructure activities,

Others Consists of miscellaneous business comprising less than 10% revenue on individual basis.

Geographical segment The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into Domestic and Overseas operations.

11. In compliance with Accounting Standard - 18, the disclosures regarding related parties are as follows:

A. Name of Related parties:

a) Related parties where control exists

Subsidiaries GPT Investments Private Limited, Mauritius

GPT Concrete Products South Africa (Pty.) Limited, South Africa Jogbani Highway Private Limited Superfine Vanijya Private Limited

b) Related parties with whom transaction have taken place during the year

i) Joint Ventures GPT - Transnamib Concrete Sleepers (Pty.) Limited, Namibia.

GPT - GVV(JV)

GPT - MADHAVA (JV)

GPT - PREMCO - RDS (JV)

GPT - GEO (JV)

GPT - GEO - UTS (JV)

GPT - SLDN - UTS (JV)

GPT - RDS (JV)

GPT - SLDN - COPCO (JV)

GPT Infrastructure Pvt Ltd & Universal Construction Co. (JV)

GPT - RAHEE (JV)

GPT - CVCC - SLDN (JV)

GPT - TRIBENI (JV)

GPT - RANHILL (JV)

GPT - SMC (JV)

GPT - BALAJI - RAWATS (JV)

GPT - BHARTIA (JV)

A. Name of Related parties:

b) Related parties with whom transaction have taken place during the year

i) Joint Ventures (contd...) BHARAT - GPT (JV)

BHARTIA - GPT - ALLIED (JV)

PREMCO - GPT (JV)

RAHEE - GPT (JV)

RAHEE - GPT (IB) (JV)

RAHEE - GPT (NFR) (JV)

PIONEER - GPT (JV)

GEO Foundation & Structure Pvt Ltd & GPT Infraprojects Ltd (JV) JMC - GPT (JV)

Hari - GPT (JV)

GPT - SKY (JV)

G R (JV)

ILFS - GPT (JV)

GPT - Balaji (JV)

ii) Key Management Personnel (KMP) Mr. D. P. Tantia - Chairman

Mr. S. G. Tantia - Managing Director

Mr. Atul Tantia - Executive Director

Mr. Vaibhav Tantia - Director and Chief Operating Officer

Mr. Arun Kumar Dokania - Chief Financial Officer

iii) Relatives of Key Management Mrs. Pramila Tantia - Wife of Mr. D.P Tantia Personnel ( KMP ) Mrs. Kriti Tantia - Wife of Mr.Atul Tantia

Mrs. Vinita Tantia - Wife of Mr. S. G. Tantia Mrs. Radhika Tantia - Wife of Mr.Vaibhav Tantia Mr. Amrit Jyoti Tantia - Son of Mr. S. G. Tantia Mrs. Manju Dokania - Wife of Mr. A. K. Dokania

iv) Enterprises owned or significantly GPT Castings Limited influenced by the KMP/ KMP''s relatives GPT Healthcare Private Limited

GPT Estate Private Limited GPT Sons Private Limited Govardhan Foundation

Dwarika Prasad Tantia HUF - Mr. D. P Tantia is the Karta Shree Gopal Tantia HUF - Mr. S. G. Tantia is the Karta

Note.

i. Necessary disclosure as required under Section 186(4) of the Companies Act, 2013 in respect of Investments are given in note no 12.

ii. All the Loan / Guarantees given to the Companies are for their general business purpose.

12. Previous year''s figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to conform to current year''s classification.

Mar 31, 2016

(d) Terms / rights attached to equity shares

i. The company has only one class of equity shares having par value of H 10/- each. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The Company has paid interim dividends for the financial year aggregating to H 2.00 per equity share, which is considered as final dividend (31^st March 2015 : H Nil per equity share).

Note:

1 Term Loans in foreign currency (external commercial borrowing) from bank was secured by first charge of equipments purchased against such loans and personal guarantees of four directors of the Company. The loan has been repaid during the year.

2 Term Loans in Indian Rupees from Bank is secured by equitable mortgage of commercial property owned by GPT Estate Private Limited. The loan is repayable in 33 monthly equal installments of H 60.61 lacs each starting after 3 months from the date of disbursement in June 2014 and carries interest @11.70% - 12.25%.

3 Term loan in Indian Rupees from Others was secured by exclusive charge by way of hypothecation of the following pertaining to Ahmedpur project of the Company (a) current assets both present and future (b) entire fixed assets both present and future (c) Trust and Retention account (d) Project development documents rights, title, interest, benefits, claims and demand (e) Personal guarantee of one director (f) Demand promissory note. The loan carried interest @14.25% p.a. and has been repaid during the year.

4 Deferred Payment Credits are secured by first charge of equipments purchased from proceeds of such loans and personal guarantee of two Directors. The outstanding loan amount is repayable in monthly installments and the amount repayable within one year being H 135.77 lacs, between 1 - 2 years H 48.74 lacs, 2 - 3 years H 43.04 lacs. The loan carries interest @12.28% - 14.00% p.a.

5 As on 31^st March 2015, there was a continuing default aggregating H 111.78 lacs in respect of repayment of principal and interest of term loans and deferred payment credits, which have been repaid during the year.

* The classification of provision for gratuity in current / non current has been done by the actuary based upon the estimated amount of cash outflow during the next 12 months from the balance sheet date. Provision for leave has been classified as current as the company does not have an unconditional right to defer its settlement for 12 months after the reporting date.

Note:

6. Cash credit and short term loans for working capital are secured by (a) First hypothecation charge on current assets of the Company (excluding current assets financed out of term loan for any specific projects) on pari pasu basis under consortium banking arrangement. (b) First hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan and deferred payment credits) of the Company on pari pasu basis under consortium banking arrangement. (c) Personal guarantee of five promoter shareholders (including four promoter directors) of the Company, (d) Pledge of 5,545,628 nos of shares held by promoters and (e) Equitable mortgage of a property owned by one promoter director. All the charges created in favour of the Lenders for Cash Credit and Working Capital loan rank pari passu inter se.

7. Cash Credit borrowings carry interest @ 12.05% to 13.75% p.a. and are repayable on demand.

8. Short term loans for working capital carries interest @ 8.75% to 12.00% p.a. and are repayable till September 2016.

9. Buyers Credit in Indian Rupees is secured against comfort letter of a vendor with recourse backed by bank guarantee issued by the Company in favour of that vendor. The said buyers credit facility carries interest @ 10.00% to 10.80% p.a. and is repayable till July 2016.

* As per information available with the Company, there are no Micro and Small suppliers covered as per the Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision / payment have been made by the Company to such creditors, if any, and no disclosure thereof is made in these financial statements.

10. Investment; (Contd.)

(a) 2,295,000 (31^st March 2015 : 2,295,000) Shares Pledged with State Bank of India as security for loan sanctioned in earlier year (but not disbursed as on the balance sheet date) by them to the Subsidiary Company. [also refer note no 27(B)].

(c) The Joint Ventures are in the form of AOP and unincorporated entities. Hence, number of shares and face value are not applicable.

(d) The above Investments in Companies are for their general business purpose.

(B) In an earlier year, the Company had formed a special purpose vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had entered into a concession agreement with the customer and had awarded an EPC contract to the Company. In an earlier year, the subsidiary had terminated the concession agreement with the customer and had gone into arbitration mainly due to required land not being made available by the customer, resulting in termination of the EPC contract awarded to the Company. The Company is carrying net assets of H 1,922.06 lacs (31^st March 2015 : H 1,866.83 lacs) including investments of H 597.00 lacs (31^st March 2015 : H 597.00 lacs) as on the Balance Sheet date pertaining to the above project. Since the matter has been referred to arbitration, the recoverability of the aforesaid net assets of the Company is subject to outcome of the said arbitration. The Management believes that the outcome of the arbitration shall result in recovery of the said cost on the facts of the case and as per the terms and conditions of the said concession agreement and accordingly no provision is considered necessary in the financial statements.

(C) During earlier years, the Company had significantly completed execution of certain construction contracts under the terms of agreements with some government departments. Unbilled revenue, accrued price escalations and trade receivables aggregating H 3,530.33 lacs (31^st March 2015 : H 3,645.91 lacs), included in other current assets and current trade receivables, are yet to be received by the Company in respect of such contracts due to paucity of funds available with those customers. Based on regular follow ups with those customers, management is confident that the aforesaid amount is fully recoverable.

11.(a) The Company had introduced an Employee Stock Option Plan (ESOP) in the name and style of GPT Employee Stock Option Plan-2009 (ESOP scheme) in the year 2009 - 10. On the basis of such scheme, 200,000 equity shares of the Company were allotted to an Employees'' Welfare Trust namely GPT Employees'' Welfare Trust ("the trustâ) on 2^nd January 2010. In the previous year, the Nomination and Remuneration Committee approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the 200,000 shares. None of the grantees / eligible employees accepted the grant within the prescribed acceptance period. Under the circumstances, the Board, as recommended by the Nomination and Remuneration Committee dissolved the said ESOP Scheme.

(b) Further, the Company had given H 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust. The Trust has refunded H2.00 lacs (31^st March 2015 : H2.00 lacs) to the Company during the year which has been considered as an adjustment to securities premium account. The Trust can sell the shares held by it in the secondary market through stock exchange and the sale proceeds so generated can be utilised for the repayment of the outstanding loan granted by the Company to the Trust and the balance fund can be utilised for the general employee''s benefit as stated in the GPT Employees Welfare Trust Deed. As per Guidance Note on Accounting for Employee Share based Payments issued by the Institute of Chartered Accountants of India, the above loan has been adjusted to the extent of H 20.00 lacs (31^st March 2015 : H 20.00 lacs) in equity share capital and balance H 164.70 lacs (31^st March 2015 : H 166.70 lacs) in the securities premium account.

12. Segment information

Business segment The business segments have been identified on the basis of the

activities undertaken by the Company. Accordingly, the Company has identified the following segments:

Concrete Sleepers and Allied Consists of manufacturing of concrete sleepers, supply of plant &

machinery and components for manufacturing of concrete sleepers.

Infrastructure Consists of execution of construction contracts and other

infrastructure activities.

Others Consists of miscellaneous business comprising less than 10% revenue

on individual basis.

Geographical segment The Company primarily operates in India and therefore the

analysis of geographical segment is demarcated into Domestic and Overseas operations.

32. In compliance with Accounting Standard - 18, the disclosures regarding related parties are as follows:

A. Name of Related parties:

a) Related parties where control exists

Subsidiaries GPT Investments Private Limited, Mauritius

GPT Concrete Products South Africa (Pty.) Limited, South Africa Jogbani Highway Private Limited Superfine Vanijya Private Limited

b) Related parties with whom transaction have taken place during the year

i) Joint Ventures GPT - Transnamib Concrete Sleepers (Pty.) Limited, Namibia

GPT - GVV (JV)

GPT - MADHAVA (JV)

GPT - PREMCO - RDS (JV)

GPT - GEO (JV)

GPT - GEO - UTS (JV)

GPT - SLDN - UTS (JV)

GPT - RDS (JV)

GPT - SLDN - COPCO (JV)

GPT Infrastructure Pvt Ltd & Universal Construction Co. (JV)

GPT - RAHEE (JV)

GPT - CVCC - SLDN (JV)

GPT - TRIBENI (JV)

GPT - RANHILL (JV)

GPT - SMC (JV)

i) Joint Ventures (contd.) GPT - BALAJI - RAWATS (JV)

GPT - BHARTIA (JV)

BHARAT - GPT (JV)

BHARTIA - GPT - ALLIED (JV)

PREMCO - GPT (JV)

RAHEE - GPT (JV)

RAHEE - GPT (IB) (JV)

RAHEE - GPT (NFR) (JV)

PIONEER - GPT (JV)

GEO Foundation & Structure Pvt Ltd & GPT Infraprojects Ltd (JV) JMC - GPT (JV)

Hari - GPT (JV)

GPT - SKY (JV)

G R (JV)

ILFS - GPT (JV)

ii) Key Management Personnel (KMP) Mr. D. P. Tantia - Chairman

Mr. S. G. Tantia - Managing Director

Mr. Atul Tantia - Executive Director

Mr. Vaibhav Tantia - Director and Chief Operating Officer

Mr. Arun Kumar Dokania - Chief Financial Officer

iii) Relatives of Key Management Personnel (KMP) Mrs. Pramila Tantia - Wife of Mr. D.P. Tantia

Mrs. Kriti Tantia - Wife of Mr. Atul Tantia Mrs. Vinita Tantia - Wife of Mr. S. G. Tantia Mrs. Radhika Tantia - Wife of Mr. Vaibhav Tantia Ms. Harshita Tantia Khaitan - Daughter of Mr. S. G. Tantia Mr. Amrit Jyoti Tantia - Son of Mr. S. G. Tantia Mrs. Manju Dokania - Wife of Mr. A. K. Dokania iv) Enterprises owned or significantly influenced by the GPT Castings Limited

KMP / KMP''s relatives GPT Healthcare Private Limited

GPT Estate Private Limited GPT Developers LLP GPT Sons Private Limited M/s. GPT Employees Welfare Trust M/s. Govardhan Foundation

M/s. Dwarika Prasad Tantia HUF - Mr. D. P. Tantia is the Karta M/s. Shree Gopal Tantia HUF - Mr. S. G. Tantia is Karta

Pursuant to the clarification issued by the Ministry of Corporate Affairs vide its circular no. 25/2012 dated 9^th August, 2012 on para 46A of the notification number G.S.R.914 (E) dated 29^th December, 2011 on Accounting Standard 11 relating to "The Effects of Changes in Foreign Exchange Ratesâ, the Company has w.e.f. 1^st April 2012 added exchange difference of H 25.91 lacs (including reversal of H 2.88 lacs due to exchange gain during the year) to the cost of fixed assets.

The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancellable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating leases aggregate to H 221.31 lacs (31^st March 2015 : H 199.03 lacs)

The Management has relied on the overall actuarial valuation conducted by the actuary.

The Company expects to contribute H 61.64 lacs (31^st March 2015 : H 63.55 lacs) in the year 2016 - 17.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

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

Notes:

i. Necessary disclosure as required under section 186(4) of the Companies Act, 2013 in respect of Investments are given in note no 12.

ii. All the Loan / Guarantees given to the Companies are for their general business purpose.

13. Previous year''s figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to conform to current year''s classification.

Mar 31, 2015

1. Corporate information

GPT Infraprojects Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in Construction Activities for Infrastructure projects. Besides, the Company is also engaged in Concrete Sleeper Manufacturing business.

2. SHARE CAPITAL

(a) Terms/ rights attached to equity shares

i. The Company has only one class of equity shares having par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The amount of per share dividend recognised as distribution to equity shareholders is Rs. Nil (31st March 2014 : Rs. 1.00) for the year.

iii. In the event of winding-up of the Company, the equity shareholders shall be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

3. (A) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF: (Rs. in lacs)

As at As at 31st March 31st March 2015 2014

(i) Outstanding bank guarantees and Letters of Credit [Including Rs.3,194.82 lacs 19,370.18 17,291.00 (31st March 2014 : Rs. 4,630.74 lacs) given for Joint Ventures and Rs. 368.00 lacs (31st March 2014 : Rs. 368.00) given for a subsidiary]

(ii)Corporate guarantees given for a subsidiary 2,404.53 2,971.00

(iii)Disputed excise demands under appeal :

(a) Demand on account of Modvat Credit disallowed for subsequent endorsement of 92.16 92.16 third party invoice in favour of the Company. The Company has filed an appeal before the Appellate Authority against such demand which is pending hearing.

(b) Others 12.01 9.31

(iv) Disputed VAT / CST demand under appeal : 1,052.10 875.06

Demand on account of disallowances of export sales, labour and supervision charges, Works Contract Tax, etc. from taxable contractual transfer price and disallowance of Input VAT on purchases, Entry Tax etc. The Company has filed an appeal before the Appellate Authority against such demand which is pending hearing.

(v) Claims against the Company not acknowledged as debts

- Interest on late payment / overdue installment 24.39 - of a term loan

(B) In an earlier year, the Company had formed a special purpose vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had entered into a concession agreement with the customer and had awarded an EPC contract to the Company. During the previous year, the subsidiary had terminated the concession agreement with the customer and had gone into arbitration mainly due to required land not being made available by the customer, resulting in termination of the EPC contract awarded to the Company. The Company is carrying assets of Rs. 1,866.83 lacs (net of liabilities of Rs. 511.16 lacs), including construction work in progress of Rs. 1,394.89 lacs and investments of Rs. 597.00 lacs as on the Balance Sheet date pertaining to the above project. Since the matter has been referred to arbitration, the recoverability of the aforesaid net assets of the Company is subject to outcome of the said arbitration. The Management believes that the outcome of the arbitration shall result in recovery of the said cost on the facts of the case and as per the terms and conditions of the said concession agreement and accordingly no provision is considered necessary in the financial statements.

(C) During earlier years, the Company had significantly completed execution of certain construction and supply contracts under the terms of agreements with some government departments. Unbilled revenue, accrued price escalations and trade receivables aggregating Rs. 3,645.91 lacs, included in other current assets and trade receivables, are yet to be received by the Company in respect of such contracts due to paucity of funds available with those customers. Based on regular follow ups with those customers, management is confident that the aforesaid amount is fully recoverable.

4. (a) The Company had introduced an Employee Stock Option Plan (ESOP) in the name and style of GPT Employee Stock Option Plan-2009 (ESOP scheme) in the year 2009 - 10. On the basis of such scheme, 2,00,000 equity shares of the Company were allotted to an Employees' Welfare Trust namely GPT Employees' Welfare Trust ("the trust") on 2nd January 2010. During the year, the Nomination and Remuneration Committee in its meeting held on 29th May 2014 approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the said 2,00,000 shares. None of the grantees / eligible employees accepted the grant within the prescribed acceptance period. Under the circumstances, the Board, as recommended by the Nomination and Remuneration Committee, in their meeting held on 12th February, 2015 dissolved the said ESOP Scheme.

(b) Further, the Company had given Rs. 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust. The Trust has refunded Rs. 2.00 lacs (31st March 2014 : Rs. 1.80 lacs) to the Company during the year. The Trust can sell the shares held by it in the secondary market through stock exchange and the sale proceeds so generated can be utilised for the repayment of the outstanding loan granted by the Company to the Trust and the balance fund can be utilised for the general benefit of the employees as stated in the GPT Employees Welfare Trust Deed. As per Guidance Note on Accounting for Employee Share based Payments issued by the Institute of Chartered Accountants of India, the above loan has been adjusted to the extent of Rs. 20.00 lacs (31st March 2014 : Rs. 20.00 lacs) in equity share capital and balance Rs. 166.70 lacs (31st March 2014 : Rs. 168.70 lacs) in the securities premium account.

5. SEGMENT INFORMATION

Business segment

The business segments have been identified on the basis of the activities undertaken by the Company. Accordingly, the Company has identified the following segments:

Concrete Sleepers and Allied

Consists of manufacturing of concrete sleepers, supply of plant & machinery and components for manufacturing of concrete sleepers,

Infrastructure

Consists of execution of construction contracts and other infrastructure activities,

Others

Consists of miscellaneous business comprising of less than 10% revenue on individual basis.

Geographical segment

The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into Domestic and Overseas operations.

6. In compliance with Accounting Standard - 18, the disclosures regarding related parties are as follows: A. Name of Related parties:

a) Subsidiaries

GPT Investments Private Limited, Mauritius

GPT Concrete Products South Africa (Pty.) Limited, South Africa

Jogbani Highway Private Limited

Superfine Vanijya Private Limited (Formerly GPT Marecom Private Limited)

b) Joint Ventures

GPT - Transnamib Concrete Sleepers (Pty.) Limited, Namibia.

GPT - GVV(JV)

GPT - MADHAVA (JV)

GPT - PREMCO - RDS (JV)

GPT - GEO (JV)

GPT - GEO - UTS (JV)

GPT - SLDN - UTS (JV)

GPT - RDS (JV)

GPT - SLDN - COPCO (JV)

GPT Infrastructure Pvt Ltd & Universal Construction Co. (JV)

GPT - RAHEE (JV)

GPT - CVCC - SLDN (JV)

GPT - TRIBENI (JV)

GPT - RANHILL (JV)

GPT - SMC (JV)

GPT - BALAJI - RAWATS (JV)

GPT - BHARTIA (JV)

BHARAT - GPT (JV)

BHARTIA - GPT - ALLIED (JV)

PREMCO - GPT (JV)

RAHEE - GPT (JV)

RAHEE - GPT (IB) (JV)

RAHEE - GPT (NFR) (JV)

PIONEER - GPT (JV)

GEO Foundation & Structure Pvt Ltd & GPT Infraprojects Ltd (JV)

JMC - GPT (JV)

c) Key Management Personnel (KMP)

Mr. D. R Tantia - Chairman

Mr. S. G. Tantia - Managing Director

Mr. Atul Tantia - Executive Director

Mr. Vaibhav Tantia - Director and Chief Operating Officer

Mr. Arun Kumar Dokania - Chief Finance Officer

d) Relatives of Key Management Personnel (KMP)

Mrs. Rramila Tantia - Wife of Mr. D.R Tantia

Mrs. Kriti Tantia - Wife of Mr.Atul Tantia

Mrs. Vinita Tantia - Wife of Mr. S. G. Tantia

Mrs. Radhika Tantia - Wife of Mr. Vaibhav Tantia

Ms. Harshita Tantia - Daughter of Mr. S. G. Tantia

Mr. Amrit Jyoti Tantia - Son of Mr. S. G. Tantia

Mrs. Manju Dokania - Wife of Mr. A. K. Dokania

Enterprises owned or significantly influenced by the KMP/ KMP's relatives

GRT Castings Limited

GRT Healthcare Private Limited

GRT Estate Private Limited

GRT Developers LLR (Formerly GRT Developers Limited)

GRT Sons Private Limited

M/s. Stone Products

M/s. GRT Employees Welfare Trust

M/s. Govardhan Foundation

M/s. Dwarika Prasad Tantia HUF - Mr. D. R Tantia is the Karta M/s. Shree Gopal Tantia HUF - Mr. S. G. Tantia is Karta

7. Directors' Remuneration

(a) Managerial remuneration for the previous year aggregating Rs. 49.20 lacs paid / payable to the Managing Director and other whole time directors was in excess of the limits specified under Section 198 read with Schedule XIII of the Companies Act, 1956. Out of the aforesaid amount, Rs. 21.00 lacs has been paid to such directors and recognised as a charge during the previous financial year. The Company has filed an application with the Central Government for excess remuneration paid / payable during the previous year aggregating Rs. 49.20 lacs as required under the provisions of section 309 of the Companies Act, 1956. Out of the aforesaid amount, Rs. 30.30 lacs will be paid to the aforesaid directors and will be recognised as a charge on receipt of approval from the Central Government.

8. Derivative instruments and unhedged foreign currency exposure as on the balance sheet date are as under:

Derivative Instruments / Forward Contracts outstanding as at the balance sheet date are as follows ;-

* Forward Cover Contracts of USD Nil (31st March 2014 : USD 6.22 lacs) on short term borrowings,

* Interest rate swap with call spread contracts of USD 0.63 lac (31st March 2014 : USD 5.31 lacs) on long term borrowings.

9. (a) Gratuity and leave benefit plans (AS 15 Revised)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded.

The Company also has a long term employee benefit plan towards leave. Every employee is entitled to cash equivalent of unutilized leave balance (net of encashment) at the time of retirement / resignation. The scheme is unfunded.

10. The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating Leases aggregate to Rs. 199.03 lacs (31st March 2014 : Rs. 170.73 lacs).

11. Pursuant to the clarification issued by the Ministry of Corporate Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para 46A of the notification number G.S.R.914 (E) dated 29th December, 2011 on Accounting Standard 11 relating to "The Effects of Changes in Foreign Exchange Rates", the Company has w.e.f. 1st April 2012 added exchange difference of Rs. 28.79 lacs (including reversal of Rs. 15.68 lacs due to exchange gain during the year) to the cost of fixed assets.

12. All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle, which is determined based on the project period in respect of its construction business and 12 months in respect of its other businesses and other criteria set out in schedule III to the Companies Act, 2013.

13. Previous year's figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to confirm to current year's classification.

Mar 31, 2014

1. Corporate Information

GPT Infraprojects Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in Construction Activities for Infrastructure projects. Besides, the Company is also engaged in Concrete Sleeper Manufacturing business.

2. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

Particulars As at As at 31st March 31st March 2014 2013 a) Outstanding bank guarantees and Letters of Credit [Including Rs.4,630.74 lacs 17,291.00 16,870.81 (31st March 2013 : Rs. 5,618.87 lacs) given for Joint Ventures and Rs. 368.00 lacs (31st March 2013 :Rs.368.00) given for a subsidiary]

b) Corporate guarantees given for a subsidiary 2,971.00 1,723.79

c) Disputed excise demands under appeal :

(i) Demand on account of Modvat Credit disallowed for subsequent 92.16 92.16

endorsement of third party invoice in favour of the Company. The Company has filed an appeal before the Appellate Authority against such demand which is pending hearing.

(ii) Others 9.31 13.13

d) Disputed VAT / CST demand under appeal : Demand on account of disallowances of export sales, labour and supervision 875.06 - charges, Works Contract Tax, etc. from taxable contractual transfer price and disallowance of Input VAT on purchases, Entry Tax etc. The Company has filed an appeal before the Appellate Authority against such demand which is pending hearing.

3 (a) During the year 2009 - 10, the Company had issued and allotted 200,000 equity shares of Rs. 10.00 each at a premium of Rs. 90.00 each aggregating to Rs. 200.00 lacs to M/s GPT Employees Welfare Trust for exercising the option under GPT Employees Stock Option Plan - 2009 (the Scheme). The Scheme to be operative for this purpose is as under:

Scheme

Date of Board Approval 30.11.2009 Date of Shareholder''s approval 24.12.2009 Number of options to be granted 2,00,000 Vesting Period 1 -5 Years Exercise Period 5 years from vesting period

The Company has not granted any options under the scheme till the balance sheet date.

(b) Further, the Company had given Rs. 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust which would be recovered from the trust on issue of the aforesaid shares to the employees in terms of the above Scheme. The trust has refunded Rs. 1.80 lacs (31st March 2013 : Rs. 3.00 lacs) to the Company during the year. As per Guidance Note on Accounting for Employee Share based Payments issued by the Institute of Chartered Accountants of India, the above loan has been adjusted to the extent of Rs. 20.00 lacs (31st March 2013 : Rs. 20.00 lacs) in equity share capital and balance Rs. 168.70 lacs (31st March 2013 : Rs. 170.50 lacs) in the securities premium account.

4. The Company had disposed off its wind power division / business during the previous year in January 2013 in terms of resolution passed by the shareholders through postal ballot process on 28th December 2012 for sale consideration of Rs. 813.36 lacs (net of disposal cost) and had recognized pre-tax gain of Rs. 390.61 lacs on such disposal. Income tax expense thereon was Rs. 160.21 lacs.

5. Segment information

Business segment : The business segments have been identified on thebasis of the activities undertaken by the Company. Accordingly, the Company has identified the following segments:

Concrete Sleepers and Allied : Consists of manufacturing of concrete sleepers, supply of plant & machinery and components for manufacturing of concrete sleepers.

Infrastructure : Consists of execution of construction contracts andother infrastructure activities.

Others : Consists of miscellaneous business comprising of less than 10% revenue on individual basis (includes the wind power division which has been disposed off during the previous year)

Geographical segment : The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into Domestic and Overseas operations.

Assets and additions to tangible and intangible fixed assets by geographical area: The following table shows the carrying amount of segment assets and addition to segment assets by geographical area in which the assets are located:

6.In compliance with Accounting Standard Â 18, the disclosures regarding related parties are as follows:

A. Name of Related parties:

a) Subsidiaries:

GPT Investments Private Limited , Mauritius GPT Concrete Products South Africa (Pty) Limited, South Africa GPT Marecom Private Limited Jogbani Highway Private Limited

b) Joint Ventures :

GPT - Transnamib Concrete Sleepers (Pty.) Limited, Namibia. GPT - GVV(JV) GPT - MADHAVA (JV) GPT - PREMCO Â RDS (JV) GPT - GEO (JV) GPT - GEO Â UTS (JV) GPT - SLDN Â UTS (JV) GPT - RDS (JV) GPT - SLDN Â COPCO (JV) GPT -Infrastructure Pvt Ltd & Universal Construction Co. (JV) GPT - RAHEE (JV) GPT - CVCC Â SLDN (JV) GPT - TRIBENI (JV) GPT - RANHILL (JV) GPT - SMC (JV) GPT - BALAJI Â RAWATS (JV) GPT - BHARTIA (JV) BHARAT - GPT (JV) BHARTIA - GPT Â ALLIED (JV) PREMCO - GPT (JV) RAHEE - GPT (JV) RAHEE - GPT (IB) (JV) RAHEE - GPT (NFR) (JV) PIONEER - GPT (JV) GEO Foundation & Structure Pvt Ltd & GPT Infraprojects Ltd (JV) JMC Â GPT (JV)

c) Key Management Personnel (KMP):

Mr. D. P. Tantia - Chairman Mr. S. G. Tantia - Managing Director Mr. Atul Tantia - Executive Director Mr. Vaibhav Tantia - Director and Chief Operating Officer Mr. Arun Kumar Dokania - Chief Finance Officer

d) Relatives of Key Management Personnel (KMP) :

Mrs. Pramila Tantia - Wife of Mr. D.P. Tantia Mrs. Kriti Tantia - Wife of Mr. Atul Tantia Mrs. Vinita Tantia - Wife of Mr. S. G. Tantia Mrs.Radhika Tantia - Wife of Mr. Vaibhav Tantia Ms. Harshita Tantia - Daughter of Mr. S. G. Tantia Mr. Amrit Jyoti Tantia - Son of Mr. S. G.Tantia Mrs. Manju Dokania - Wife of Mr. A. K. Dokania

e) Enterprises owned or significantly influenced by the KMP/ KMP''s relatives:

GPT Castings Limited GPT Healthcare Private Limited GPT Ventures Private Limited GPT Estate Private Limited GPT Developers Limited GPT Sons Private Limited M/s. Stone Products M/s. GPT Employees Welfare Trust M/s. Govardhan Foundation M/s. Dwarika Prasad Tantia HUF - Mr. D. P. Tantia is the Karta M/s. Shree Gopal Tantia HUF - Mr. S. G. Tantia is the Karta

* As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and therefore, not included above.

(b) Managerial remuneration for the year aggregating Rs. 49.20 lacs paid / payable to Managing Director and other whole time directors are in excess of the limits specified under Section 198 read with Schedule XIII of the Companies Act, 1956. Out of the aforesaid amount, Rs. 21.00 lacs has been paid to such directors and recognised as charge in these financial statements. The Company is in the process of filing an application with the Central Government for excess remuneration paid / payable during the year aggregating Rs. 49.20 lacs as required under the provisions of section 309 of the Companies Act, 1956. Out of the aforesaid amount, Rs. 30.30 lacs will be paid to the aforesaid directors and recognised as charge on receipt of approval from Central Government.

(c) During the year, the Company has filed an application with the Central Government for its approval of managerial remuneration aggregating Rs. 36.71 lacs paid during the previous year in excess of the limits prescribed under the provisions of Section 198 of the Companies Act, 1956. The approval of the Central Government is awaited.

36.Derivative instruments and unhedged foreign currency exposure as on the balance sheet date are as under:

Derivative Instruments / Forward Contracts outstanding as at the balance sheet date are as follows :- Forward Cover Contracts of USD 6.22 lacs (31st March 2013 : USD 42.26 lacs) on short term borrowings, Interest rate swap with call spread contracts of USD 5.31 lacs (31st March 2013 : USD 9.69 lacs) on long term borrowings

The Particulars of unhedged foreign currency exposure at the balance sheet date are as follows:

7.(a) Gratuity and leave benefit plans (AS 15 Revised)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded.

The Company also has a long term employee benefit plan towards leave. Every employee is entitled to cash equivalent of unutilized leave balance at the time of retirement/resignation. The scheme is unfunded.

* The Management has relied on the overall actuarial valuation conducted by the actuary. However, experience adjustments on plan liabilities and assets are not readily available and hence not disclosed.

The Company expects to contribute Rs. 26.30 lacs (31st March 2013 : Rs. 3.51 lacs) in the year 2014 Â 15.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

(b) Amount incurred as expense for defined contribution plans

Notes:

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

b.The leave liabilities are non - funded. Accordingly, information regarding planned assets are not applicable.

8 The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating Leases aggregate to Rs. 170.73 lacs (31st March 2013 : Rs. 189.29 lacs).

9. Pursuant to the clarification issued by the Ministry of Corporate Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para 46A of the notification number G.S.R.914 (E) dated 29th December, 2011 on Accounting Standard 11 relating to "The Effects of Changes in Foreign Exchange Rates", the Company has w.e.f. 1st April 2012 added exchange difference of Rs. 44.47 lacs (including Rs. 12.24 lacs incurred during the year) to the cost of fixed assets.

10. In an earlier year, the Company had formed a special purpose vehicle (SPV) in form of a subsidiary (Jogbani Highway Private Limited) for execution of a BOT contract awarded by a customer. The subsidiary had entered into a concession agreement with the customer and had awarded an EPC contract to the Company. During the year, the subsidiary has terminated the concession agreement with the customer and has gone into arbitration mainly due to required land not being made available by the customer, resulting in termination of the EPC contract awarded to the Company. The Company is carrying assets of Rs. 1,680.60 lacs (net of liabilities of Rs. 552.71 lacs), including construction work in progress of Rs. 1,394.89 lacs and investments of Rs. 597.00 lacs as on the Balance Sheet date pertaining to the above project. Since the matter has been referred to arbitration, the recoverability of the aforesaid net assets of the Company is subject to outcome of the said arbitration. The Management believes that the outcome of the arbitration shall result in recovery of the said cost on the facts of the case and as per the terms and conditions of the said concession agreement and accordingly no provision is considered necessary in the financial statements.

11. All assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle, which is determined based on the project period in respect of its construction business and 12 months in respect of its other businesses and other criteria set out in the revised schedule VI to the Companies Act, 1956.

12. Previous year''s figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to confirm to current year''s classification.

Mar 31, 2013

1. Corporate Information

GPT Infraprojects Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in Construction Activities for Infrastructure projects. Besides, the company is also engaged in Concrete Sleeper Manufacturing business and Wind Power Generation (Wind Power Generation division disposed off during the year).

2. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

(Rs.in lacs)

Particulars As at As at 31st March 2013 31st March 2012

a) Outstanding bank guarantees and Letters of Credit (Including Rs. 5,618.87 lacs 16,870.81 13,484.64 (Rs. 6,518.78 lacs) given for Joint Ventures and Rs. 368.00 lacs (Rs. 368.00) given for

a subsidiary)

b) Corporate guarantees given for a subsidiary 1,723.79 1,614.24

c) Disputed excise demands under appeal :

(i) Demand on account of Modvat Credit disallowed for subsequent 92.16 92.16 endorsement of third party invoice in favour of the Company.

The Company has filed an appeal before the Appellate Authority against such demand which is pending hearing. (ii) Others 13.13 6.81

3 (a) During the year 2009 - 10, the Company had issued and allotted 200,000 equity shares of Rs. 10.00 each at a premium of Rs. 90.00 each aggregating to Rs. 200.00 lacs to M/s GPT Employees Welfare Trust for exercising the option under GPT Employees Stock Option Plan-2009 (the Scheme). The Scheme to be operative for this purpose is as under:

(b) Further, the Company had given Rs. 200.00 lacs during 2009 - 10 by way of interest free loan to M/s. GPT Employees Welfare Trust which would be recovered from the trust on issue of the aforesaid shares to the employees in terms of the above Scheme. The trust has refunded Rs. 3.00 lacs (Rs. 2.50 lacs) to the Company during the year. As per Guidance Note on Accounting for Employee Share based Payments issued by the Institute of Chartered Accountants of India, the above loan has been adjusted to the extent of Rs. 20.00 lacs (Rs. 20 lacs) in equity share capital and balance Rs. 170.50 lacs (Rs. 173.50 lacs) in the securities premium account.

4.The company has disposed off its wind power division / business in January 2013 in terms of resolution passed by the shareholders through postal ballot process on 28th December 2012 for sale consideration of Rs. 813.36 lacs (net of disposal cost) and has recognized pre-tax gain of Rs. 390.61 lacs on such disposal. Income tax expense thereon is Rs. 160.21 lacs.

5.In compliance with Accounting Standard Â 18, the disclosures regarding related parties are as follows:

A. Name of Related parties:

a) Subsidiary Companies GPT Investments Private Limited , Mauritius

GPT Concrete Products South Africa (Pty) Limited, South Africa GPT Marecom Private Limited Jogbani Highway Private Limited

b) Joint Ventures GPT Â Transnamib Concrete Sleepers (Pty.) Limited, Namibia.

GPT Â GVV(JV)

GPT Â MADHAVA (JV)

GPT Â PREMCO Â RDS (JV)

GPT Â GEO (JV)

GPT Â GEO Â UTS (JV)

GPT Â SLDN Â UTS (JV)

GPT Â RDS (JV)

GPT Â SLDN Â COPCO (JV)

GPT Infrastructure Pvt Ltd & Universal Construction Co. (JV)

GPT Â RAHEE (JV)

GPT Â CVCC Â SLDN (JV)

GPT Â TRIBENI (JV)

GPT Â RANHILL (JV)

GPT Â SMC (JV)

BHARAT Â GPT (JV)

BHARTIA Â GPT Â ALLIED (JV)

PREMCO Â GPT (JV)

RAHEE Â GPT (JV)

RAHEE Â GPT (IB) (JV)

RAHEE Â GPT (NFR) (JV)

PIONEER Â GPT (JV)

GEO Foundation & Structure Pvt Ltd & GPT Infraprojects Ltd (JV)

JMC Â GPT (JV)

c) Key Management Personnel (KMP) Mr. D. P. Tantia Â Chairman

Mr. S. G. Tantia Â Managing Director

Mr. Atul Tantia Â Executive Director

Mr. Vaibhav Tantia Â Chief Operating Officer (up to 12.08.2012),

Director and Chief Operating Officer (from 13.08.2012) Mr. Arun Kumar Dokania Â Chief Finance Officer

d) Relatives of Key Management Personnel) (KMP)

Mrs. Pramila Tantia Â Wife of Mr. D.P. Tantia Mrs. Kriti Tantia Â Wife of Mr.Atul Tantia Mrs. Vinita Tantia Â Wife of Mr. S. G. Tantia Mrs. Radhika Tantia Â Wife of Mr.Vaibhav Tantia Ms. Harshita Tantia Â Daughter of Mr. S. G. Tantia Mr. Amrit Jyoti Tantia Â Son of Mr. S. G. Tantia Mrs. Manju Dokania Â Wife of Mr. A. K. Dokania

e) Enterprises owned or significantly influenced by the KMP/ KMP''s relatives

GPT Castings Limited

GPT Healthcare Private Limited

GPT Ventures Private Limited

GPT Estate Private Limited

GPT Developers Limited

GPT Sons Private Limited

Stone Products

GPT Employees Welfare Trust

Govardhan Foundation

Dwarika Prasad Tantia HUF Â Mr. D. P. Tantia is the Karta

Shree Gopal Tantia HUF Â Mr. S. G. Tantia is the Karta

36.Derivative instruments and unhedged foreign currency exposure as on the balance sheet date are as under:

In view of the announcement made by The Institute of Chartered Accountants of India (ICAI) on ÂAccounting for Derivatives'' the Company has provided for losses amounting to Rs. Nil (Rs. 2.64 lacs) in respect of outstanding derivative contracts at the balance sheet date by marking them to market in line with the principles of prudence.

Derivative Instruments / Forward Contracts outstanding as at the balance sheet date are as follows :- Forward Cover Contracts of USD 42.26 lacs (USD 29.53 lacs) on short term borrowings, Interest rate swap with call spread contracts of USD 9.69 lacs (USD 10.00 lacs) on long term borrowings

6.(a) Gratuity and leave benefit plans (AS 15 Revised)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded.

The Company also has a long term employee benefit plan towards leave. Every employee is entitled to cash equivalent of unutilized leave balance at the time of retirement/resignation. The scheme is unfunded.

Notes:

a. The estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. b.The leave liabilities are non - funded. Accordingly, information regarding planned assets are not applicable.

7. The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating Leases aggregate to Rs. 189.29 lacs (Rs. 198.34 lacs).

8. Pursuant to the clarification issued by the Ministry of Corporate Affairs vide its circular no. 25/2012 dated 9th August, 2012 on para 46A of the notification number G.S.R.914(E) dated 29th December, 2011 on Accounting Standard 11 relating to "The Effects of Changes in Foreign Exchange RatesÂ, the Company has w.e.f. 1st April 2012 added exchange difference of Rs. 32.23 lacs incurred during the year to the cost of the fixed assets.

9. Directors'' Remuneration aggregating to Rs. 36.71 lacs paid during the year to the Managing and Other Whole time directors, is in excess of the limit specified under Section 198 of the Companies Act, 1956. The Company is in the process of making application to the Central Government for approval of the above remuneration.

10. All assets and liabilities have been classified as current or non-current as per the company''s normal operating cycle, which is determined based on the project period in respect of its construction business and 12 months in respect of its other businesses and other criteria set out in the schedule VI to the Companies Act, 1956.

11. Previous year''s figures including those given in brackets have been regrouped / re-arranged wherever considered necessary to confirm to current year''s classification.

Mar 31, 2012

1. CORPORATE INFORMATION

GPT Infraprojects Limited (the Company) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in Construction Activities for Infrastructure projects. Besides, the company is also engaged in Concrete Sleeper Manufacturing business and Wind Mill Power Generation.

(a) Terms/rights attached to equity shares

i. The company has only one class of equity shares having par value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the general meeting.

ii. The amount of per share dividend recognised as distribution to equity shareholders is Rs 1.50 (Rs 1.25) for the year.

iii. In the event of winding-up of the Company, the equity shareholders shall be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) Terms of conversion and rights of CCPS

i. The Company had issued CCPS in earlier years. CCPS carry dividend in the range of 2%-6%. The company declares and pays dividends in foreign currency. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the General Meeting. The CCPS does not carry any voting rights.

ii. Each holder of CCPS can opt to convert its CCPS into equity share at anytime on or before 18 months from the date of allotment of CCPS. If the holder exercises its conversion option, the Company will issue one equity share for each CCPS held. Such equity shares and CCPS are subject to lock in for one year from the date of allotment of CCPS.

Note:

2.1 Term Loan from bank in indian rupees is secured by first charge on all present and future goods, movable property including plant and machinery and other fixed assets, book debts, stock of raw materials, stores, process/finished stocks and all current assets of the company's concrete sleeper division at panagarh and personal guarantees of three directors and two relatives. The loan outstanding as on 31st March 2011 is repayable in 5 equal quarterly installments and carries interest @ 8% - 14.50% p.a.

2.2 Term Loans in foreign currency (external commercial borrowing) from bank is secured by first charge of equipments purchased against such loans and personal guarantees of three directors and one relative. The loan is repayable in 8 quarterly equal installments of Rs 63.95 lacs (USD 1.25 lacs) each after 27 months from the date of disbursement (commencing February 26, 2013) and carries interest @ Libor (3 months) plus 3%.

2.3 Term loans in indian rupees from others is secured by first/sole charge on immovable & movable assets and receivables of wind power unit of the Company and personal guarantees of three Directors. The outstanding loan is repayable in 2 installments of Rs 35.00 lacs and Rs 33.00 lacs on 30th June 2012 and 30th September 2012 respectively and carries interest @ 8% p.a.

2.4 Deferred Payment Credits are secured by first charge of equipments purchased against such loans and personal guarantees of two Directors. The outstanding loan amount is repayable in monthly installments and the amount repayable within one year is Rs 321.28 lacs, between 1 - 2 years is Rs 213.98 lacs and between 2 - 3 year is Rs 201.83 lacs. The loan carries interest @ 8% - 12% p.a.

Note:

3.1 Cash credit, loan for working capital, packing credit loan and Foreign Currency Loan are secured by (a) First Hypothecation charge on current assets of the Company on pari pasu basis under consortium banking arrangement. (b) First Hypothecation charge on all movable fixed assets (excluding those assets financed out of term loan/lease finance from Banks/Financial Institutions) of the Company on pari pasu basis under consortium banking arrangement. (c) Personal Guarantee of three promoter directors of the Company and two relatives and (d) Corporate guarantee and equitable mortgage of land owned by GPT Developers Limited (formerly Tantia Medical Services Private Limited). All the charges created in favour of the Lenders for Cash Credit, Packing Credit Loan and Working Capital facilities rank pari passu inter se.

3.2 Cash Credit carry interest @ 13.25% to 13.75% p.a. and are repayable on demand.

3.3 Loan for working capital carry interest @ 11.50% to 13.00% p.a. and is repayable within 6 months from the balance sheet date.

3.4 Packing Credit Loan carry interest @ 11.50% p.a. and is repayable within 2 months from the balance sheet date.

3.5 Foreign currency loan carry interest @ 4.18% to 7.60% p.a. and is repayable within 12 months from the balance sheet date.

3.6 Unsecured loan from bank in indian rupee and foreign currency are secured by personal guarantee of three promoter directors of the company. The interest rate and repayment terms are as follows -

a. Unsecured loan in indian rupee from bank carry interest @ 12.50% to 14.50% p.a. and Rs 1,400.00 lacs is repayable within 3 months from the balance sheet date and Rs 93.33 lacs is repayable on demand

b. Unsecured loan in indian rupee from related party carry interest @ 12% p.a. and is repayable on demand.

c. Unsecured loan in foreign currency from banks carry interest @ 3.78% p.a. and is repayable within 4 months from the balance sheet date.

(a) Pledged with Export - Import Bank of India as security for loan given by them to the Investee Subsidiary Company.

(b) 2,295,000 (18,500) Shares Pledged with State Bank of India as security for loan given by them to the Investee Subsidiary Company.

(c) The Joint Ventures are in the form of AOP and hence number of shares and face value are not applicable.

(d) The non cumulative redeemable preference shares are redeemable after the expiry of 13 years from the date of

issue/allotment or earlier subject to the approval/consent of the board, preference shareholders and lenders of the Investee Subsidiary Company.

(e) The Redeemable Preference Shares are redeemable in ten equal quarterly installments starting from December 2011.

(f) Valued at exchange rate prevailing on the date of allotment/transaction.

4. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

(Rs in lacs)

Particulars As at 31st As at 31st March 2012 March 2012

a) Outstanding bank guarantees and Letters 13,484.64 10,717.96 of Credit (Including Rs 6,518.78 Lacs (Rs 4,174.44 Lacs) given for Joint Ventures and Rs 368.00 Lacs (Rs 380.76) given for Subsidiaries)

b) Corporate guarantees given for subsidiaries 1,614.24 2,215.17

c) Disputed Sales tax demands under appeal Nil 39.75

d) Disputed excise demands under appeal 98.97 93.62

(b) Further, the Company had given Rs 200.00 Lacs during 2009-10 by way of interest free loan to M/s. GPT Employees Welfare Trust which would be recovered from the trust on issue of the aforesaid shares to the employees in terms of the above Scheme. The trust has refunded Rs 2.50 lacs (Rs 4.00 lacs) to the Company during the year. As per Guidance Note on Accounting for Employee Share based Payments issued by the Institute of Chartered Accountants of India, the above loan has been adjusted to the extent of Rs 20.00 lacs (Rs 20.00 lacs) in equity share capital and balance Rs 173.50 lacs (Rs 176.00 lacs) in the securities premium account.

5. SEGMENT INFORMATION

Business segment : The business segments have been identified on the basis of the activities undertaken by the company. Accordingly, the Company has identified the following segments:

Concrete Sleepers and Allied : Consists of manufacturing of concrete sleepers, supply of plant & machinery and components for manufacturing of concrete sleepers,

Infrastructure : Consists of execution of construction contracts and other infrastructure activities, Others : Consists of electricity generated from wind farms,

Geographical segment : The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into Domestic and Overseas operations.

6. Derivative instruments and unhedged foreign currency exposure as on the balance sheet date are as under :

In view of the announcement made by The Institute of Chartered Accountants of India (ICAI) on 'Accounting for Derivatives' the Company has provided for losses amounting to Rs 2.64 lacs (Rs 11.00 lacs) in respect of outstanding derivative contracts at the balance sheet date by marking them to market in line with the principles of prudence.

Derivative Instruments/Forward Contracts outstanding as at the balance sheet date are as follows ;-

- Forward Cover Contracts of USD 29.53 lacs (USD 30.00 lacs) on short term borrowings,

- Interest rate swap with call spread contracts of USD 10.00 lacs (USD 5.00 lacs) on long term borrowings

7. (a) Gratuity and leave benefit plans (AS 15 Revised)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded.

* The Management has relied on the overall actuarial valuation conducted by the actuary. However, experience adjustments on plan liabilities and assets are not readily available and hence not disclosed.

The Company expects to contribute Rs 24.71 lacs (Rs 24.00 lacs) in the year 2012 - 13.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

Notes:

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

b. The leave liabilities are non - funded. Accordingly, information regarding planned assets are not applicable.

8. The Company has operating leases for office and other premises that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. The amount of rent expenses included in statement of profit and loss towards operating Leases aggregate to Rs 198.34 lacs (Rs 97.27 lacs).

9. Previous year's figures including those given in brackets have been regrouped/re-arranged wherever considered necessary to confirm to current years classifications in terms of note 2(b).

Mar 31, 2010

1. Contingent liabilities not provided for in respect of

(Rs. in '000) As at As at 31.03.2010 31.03.2009

Outstanding bank guarantees and Letters of Credit (Including Rs.409,261 thousands (Rs. 235,459) given for Joint Venture) 966,590 647,898

Corporate guarantees given for subsidiaries 229,401 283,766

Disputed Sales tax demands under appeal 43,005 -

Disputed excise demands under appeal 146 112 The demand, if any, that may arise out of search and seizure proceedings initiated Amount not by Income tax authority ascertainable -

b) Further, the Company has given Rs. 20,000 thousands by way of interest free loan to the GPT Employees Welfare Trust which would be recovered from the trust on issue of the aforesaid shares to the employees in terms of the above Scheme. As per Guidance Note on Accounting for Employee Share based Payments issued by ICAI, the above loan has been adjusted to the extent of Rs.2,000 thousands in equity share capital and balance Rs.18,000 thousands in the share premium account.

2. During the year, the Company has raised Rs..41,125 thousands by issue of 1,175,000 equity warrants on preferential basis at a price of Rs.140 each (Rs.35 paid up till date) convertible into equivalent number of equity shares of Rs.10 each fully paid up at premium of Rs.130 each, within 18 months from the date of allotment, i.e., 6th January 2010.

3. In terms of the shareholders' approval at their meeting held on 29.08.2009, the Company has paid remuneration of Rs. 2,508 thousands to two relatives of the directors who are in employment with the Company. The Company has made application to the central government for approval towards the above remuneration under section 314 of the Companies Act, 1956. Pending approval of the Company's application, such remuneration has been charged to the profit & loss account.

4. Consumption of stores and spares include Rs. 19,420 thousand being the amounts written off in respect of steel shutterings at various sites.

5. Segment information

Business segment : The business segments have been identified on the basis of the activities undertaken by the Company.

Accordingly, the Company has identified the following segments:

Concrete Sleepers and Allied:

Consists of manufacturing of concrete sleepers, supply of plant & machinery and components for manufacturing of concrete sleepers, Civil & Core Infrastructure : Consists of execution of turnkey projects, Wind Power : Consists of electricity generated from wind farms,

Geographical segment : The Company primarily operates in India and therefore the analysis of geographical segment is demarcated into Domestic and Overseas operations:

Capital Expenditure Commitments and Contingent Liabilities of the Joint Ventures - Rs. Nil (Rs. Nil)

- Includes profit of Rs. 216 thousands (Rs. Nil) pertaining to earlier years and considered as prior period items in the accounts. ** Based on provisional Balance Sheet as certified and furnished by the management.

- As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and therefore, not included above.

6. The Company is in the process of obtaining confirmations with respect to its debtors, creditors and advances. Adjustments, if any, arising out of such confirmations will be considered in subsequent period.

Notes:

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

b. Since the Company has adopted AS-15 (revised) on employees benefits with effect from 1st April 2007, the disclosures as mentioned in (a) above are given from the year 2007-08 onwards.

c. The leave liabilities are non - funded. Accordingly, information regarding planned assets are not applicable.

7. Based on the information/documents available with the Company, no creditor is covered under The Micro, Small and Medium Enterprises Development Act, 2006. As a result, no interest provision/payments has been made by the Company towards such creditors, if any, and no disclosures thereof are made in this accounts.

8. The Company has operating leases for office premises that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. The amount of rent expenses included in Profit and Loss Account towards operating Leases aggregate to Rs. 5,011 thousands, (Rs. 4,288 thousands).

9. Previous year's figures including those given in brackets, have been regrouped / re-arranged wherever considered necessary. The figures of previous year were audited by another firm of chartered accountants.

Mar 31, 2007

1. Contingent liabilities not provided for in respect of:

a) Counter Guarantees against outstanding Bank Guarantee Rs. 184,871 Thousand (Previous year Rs. 42,401 Thousand) Fixed Deposit pledged with Bank towards margin Rs. 31, 975 Thousand (Previous year 4,698 Thousand).

b) Central Excise demand under dispute: Rs. NIL Thousand (Previous year Rs. 1,813 Thousand).

2. Accounting for Taxes as per Accounting Standard (AS-22) issued by the Institute of Chartered Accountants Of India is followed by the Company. The Company is having substantial accumulated loss and unabsorbed depreciation as per tax records, which suggests accounting of deferred tax assets. Since, there is no certainty of recovery of such deferred tax asset; the Company has decided not to provide for deferred tax asset on conservative approach. There is no case of provision for deferred tax liability either.

3. The method of depreciation in respect of the assets of the Company''s Wind Power Division has been changed during the year from Straight Line Method to Written Down Value Method as provided in the Companies Act, 1956, since inception, consequent to such change depreciation is over stated by Rs. 13,469,633 which includes Rs. 2,132,516 towards earlier year.

4. Excise Duties recovered are included in the Sale of Products. Excise Duty paid on dispatches and in respect of Finished Goods lying at factory premises are shown separately as an item of Operation and Other Expenses. Excise Duty in respect of Finished Goods lying at factory premises are included in the valuation of Finished Goods.

5. The exchange fluctuation resulting due to change in the exchange rate between the transaction date and the date of settlement has been accounted for in the respective heads of account.

6. In the absence of authenticated disclosures by vendors regarding S.S.I. status, amounts due to S.S.I. units cannot be disclosed.

7. The Company has recognized its operations in four major following segments:

a) Concrete Sleepers and Allied : The Company manufactures and markets Concrete Sleepers for railways, manufacture and supply Plant & Machinery and Components for manufacture of concrete sleepers either as stand alone or as a turnkey supply.

b) Civil and Core Infrastructure

c) Wind Power Generation

d) Others include Agricultural Produce and Investment being carried on by merged entities.

8. An application before the Hon''ble High Court at Kolkata for amalgamation of (a) GPT Infrastructures Private Limited (b) GPT Agro Tech Limited (Transferor Companies) and (c) RNT Consultants & Investors Pvt. Ltd. (in respect of De-merged loan division of the company) with Tantia Concrete Products Limited (Transferee Company) was disposed off by the Hon''ble High Court at Kolkata vide its order passed on 18 July 2007 approving the amalgamation. Since the transfer date as per the Scheme of Amalgamation is 1 April 2006 as per the said order, the accounts have been consolidated by merging the accounts of Transferor companies with the accounts of the Transferee company and demerged loan division on and with effect from 1 April 2006. Disclosures as required by AS-14 are as below:-

b) Method of accounting used to reflect the amalgamation is as per AS-14 and generally accepted accounting principles.

c) Gist of particulars of the scheme sanctioned under a statute are as follows:-

i) The transfer date is 1 April 2006 as per the scheme of Amalgamation;

ii) All that the (a) property, rights and interest and (b) Liabilities and duties subject however to all charges, lien, mortgages, if any, of the De-merged Loan Division of De-merged company and that of transferor companies is transferred from the said transfer date without further act or deed to the Transferee Company;

iii) All regulatory permissions, licenses or approvals or consents, contracts, deeds, bonds, agreements and other documents and instruments of whatsoever nature relating to De-merged Loan Division of De-merged company and that of transferor companies immediately before the amalgamation shall remain in full force and effect against or in favour of the Transferee company;

iv) All proceedings and/or suits and/or appeals now pending by or against concerning or relating to the De-merged Loan Division of De-merged company and that of transferor companies be continued by or against the Transferee Company;

v) The Transferee Company shall without further application issue and allot to the shareholders of the Transferor Companies and De-merged company such number of shares as per scheme of amalgamation ranking pari-passu with the existing equity shares of the transferee company and shall apply to the concerned stock exchange for listing of such shares;

vi) Leave is granted to Transferee Company to apply for the dissolution without winding of the said Transferor Companies after filing of the report by the official liquidator.

d) Consideration for amalgamation and description of the consideration paid or contingently payable :

i) Against 21 Equity share of Rs. 10 each fully paid up of GPT Infrastructures Pvt. Ltd., 10 Equity shares of Rs. 10 each fully paid up of Transferee Company shall be allotted.

ii) Against 13 Equity shares of Rs. 10 each fully paid up of GPT Agro Tech Ltd., 2 Equity share of Rs. 10 each fully paid up of transferee company shall be allotted.

iii) Against 10 Equity shares of Rs. 10 each fully paid up of RNT Consultants & Investors Pvt. Ltd., 13 Equity share of Rs. 10 each fully paid up of transferee company shall be allotted.

9. Figures for the previous year have been regrouped / rearranged wherever found necessary. Figures of the previous year are not comparable because of merger in the current year under review.

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