SP Jammu Udhampur Highway Limited Eleventh Annual Report

SP Jammu Udhampur Highway Limited

Eleventh Annual Report 2020-21

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Contents

Particulars Pg. No.Corporate Information NoticeBoard’s Report Financial Statements

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11-4243-88

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CORPORATE INFORMATION

As on March 31, 2021

KEY MANAGERIAL PERSONNEL

Mr. Mukundan Srinivasan Director Mr. Shankar Krishnan Director Mr. Jimmy Parakh Independent Director Ms. Natasha Treasurywala Independent Director

Chief Financial Officer Mr. Ritesh Dedhia

Manager Mr. Bhupesh Gupta

Company Secretary Ms. Mrunal Vaidya

Statutory Auditor M/s. V Sahai Tripathi & Co., Chartered Accountants

Cost Auditor M/s. Kishore Bhatia & Associates, Cost Accountants

Secretarial Auditor Sandeep P. Parekh & Co., Practising Company Secretaries

Registered Office Address 3rd Floor, Connaught Place Side, Videocon Tower, Block E -1, Jhandewalan Extension, New Delhi, Delhi 110055

Corporate Address SP Centre, 41/44 Minoo Desai Marg, Colaba, Mumbai 400005

Registrar & Transfer Agent’s TSR Darashaw Limited (Equity) Link Intime India Private Limited

(Debentures) Address: C-101, 247 Park, L.B.S. Marg, Vikhroli(West), Mumbai - 400083

Contact Details: 91 22 6656 8484 [email protected]

Address: C-101, 247 Park, L.B.S. Marg,Vikhroli (West), Mumbai - 400083

Contact Details: Tel: +91 22 49186000 [email protected]

CIN U45400DL2010PLC204746

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Sandeep P Parekh & Co Company Secretaries

B-410, BSEL Tech Park, Sector – 30A, Opp. Vashi Railway Station, Vashi, Navi Mumbai – 400705.Tel (022) 27811500/27812500/41234248| email: [email protected], www.sppc.co.in

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, SP JAMMU UDHAMPUR HIGHWAY LIMITED CIN: U45400DL2010PLC204746 3rd Floor, Connaught Place Side, Videocon Tower, Block E -1, Jhandewalan Extension New Delhi DL 110055.

We have conducted the secretarial audit of the compliance of applicable, statutory provisions and the adherence to good corporate practices by SP JAMMU UDHAMPUR HIGHWAY LIMITED (hereinafter called the “Company”). The Secretarial Audit was conducted under lockdown situation based on the data and information provided by the authorized person of the Company and we have relied upon the data provided electronically and explanation given (“hereinafter referred as the “data”) to us by the authorized person of the Company. We further state and declare that we have not visited or checked any physical records maintained at the Company’s office, however we have tried our best to submit this report on evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the data provided to us, w.r.t Minutes, forms and its attachment and returns filed by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the data provided by Company for the financial year ended 31st March, 2021 according to the provisions of:

(1) The Companies Act, 2013 (“the Act”), any amendments thereof and the rules madethere under;

(2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment andExternal Commercial Borrowings;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act, 1992 (‘SEBI Act’):-

Annexure 1

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mailto:[email protected]

http://www.sppc.co.in/



a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;

b) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008;

c) The Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations, 2015;

d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993 regarding the Companies Act and dealingwith client;

e) The Securities and Exchange Board of India (Debenture Trustees) Regulations,1993;

f) Various other Circulars, Notifications, Rules and Regulations of SecuritiesandExchange Board of India, as applicable to the Company;

(6) Payment of Wages Act, 1936

(7) Contract Labour (Regulation & Abolition) Act, 1970;

(8) Minimum Wages Act, 1948;

(9) Payment of Bonus Act, 1965;

(10) Workmen Compensation Act.1923

(11) Industrial Dispute Act, 1947

(12) J&K Employees Provident Fund and Misc. Provisions Act, 1961

(13) Equal Remuneration Act,1976

(14) Air (Prevention & Control of Pollution) Act,1981

(15) Environment Protection Act,1986

(16) The Building & other construction workers (Regulation of Employment and Conditionsof services) Act. 1996

(17) Indian Explosives Act

(18) The Income Tax Act, 1961

(19) Profession Tax Act, 1975;

(20) The Employee Provident Fund and Miscellaneous Provisions Act, 1952;

(21) Goods and Service Tax Act, 2017;

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(22) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013;

We have also examined compliances with the applicable clauses of the following:

1. Secretarial Standards issued by the Institute of Company Secretaries of India.2. The Listing Agreements entered into by the Company with National Stock Exchange of

India Limited.(Debenture Listing Compliance only)

During the period under review the Company has complied with the provisions of the applicable Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Note: Please report specific non compliances / observations / audit qualification, reservation or adverse remarks in respect of the above para wise. – Nil.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors and the Key Managerial Personnel that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision at the Board meeting is taken unanimously.

As informed to us, we further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Note: Please report specific observations / qualification, reservation or adverse remarks in respect of the Board Structures/system and processes relating to the Audit period –Nil.

We further report thatduring the audit period the Company has undertaken following activities:

Sr. No.

Particulars (Event occurred during the

Audit Period)

Audit Response and Observations, if any

1. Board Meetings The Company had conducted Board Meetings as per the requirements of Companies Act, 2013 and minutes are maintained.

2. General Meetings The Company had conducted General Meetings as per the requirements of Companies Act, 2013 and minutes are maintained.

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B-410, BSEL Tech Park, Sector – 30A, Opp. Vashi Railway Station, Vashi, Navi Mumbai – 400705. Tel (022) 27811500/27812500/41234248| email: [email protected], www.sppc.co.in

Sr. No.

Particulars (Event occurred during the

Audit Period)

Audit Response and Observations, if any

3. Audit Committee Meetings

The Company had conducted Audit Committee Meetings as per the requirements of Companies Act, 2013 and minutes are maintained.

4. Nomination & Remuneration Committee Meetings

The Company had conducted Nomination & Remuneration Committee Meetings as per the requirements of Companies Act, 2013 and minutes are maintained.

5. Redemption of ISIN INE923L07365

The NCD’s covered under ISIN INE923L07365 were redeemed on June 30, 2020.

6. Redemption of ISIN INE923L07373

The NCD’s covered under ISIN INE923L07373 were redeemed on December 31, 2020.

For Sandeep P Parekh & Co Company Secretaries

__________________ FCS No: 7118, CP No: 7693 Sandeep P. Parekh Place: Mumbai Date: 19th May, 2021 UDIN: F007118C000346248

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Annexure 3

SP JAMMU UDHAMPUR HIGHWAY LIMITED

NOMINATION AND REMUNERATION POLICY

The Remuneration Committee of SP Jammu Udhampur Highway Limited ("the Company") was constituted on December 20, 2011 consisting of three Directors.

In order to align with the provisions of the Companies Act, 2013, the Board on May 27, 2014 renamed the "Remuneration Committee" as "Nomination and Remuneration Committee".

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Company in its Board Meeting held on March 26, 2015, reconstituted the Nomination and Remuneration Committee consisting of 3 Non-Executive Directors of which not less than one half are Independent Directors.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy is in compliance with Section178 of the Companies Act, 2013 read along with the applicable rules thereto:

The Key Objectives of the Committee would be:

• To recommend to the Board on Remuneration payable to the Directors, Key ManagerialPersonnel and Senior Management.

2. DEFINITIONS

a) Key Managerial Personnel: Key Managerial Personnel means-

(i) chief executive officer or the managing director or the manager;(ii) company secretary,

(iii) whole-time director;(iv) chief financial officer; and(v) such other officer as may be prescribed.

b) Senior Management: Senior Management means personnel of the company who aremembers of its core management team excluding the Board of Directors.

,P Jammu Udhampur Highway Limited

:orporate Identification No. U45400DL2010PLC204746 ,P Centre, 41/44, Minoa Desai Marg, Colaba, Mumbai 400005. India. T) +912267490000 (F) +91 22 67490017 website: www.sp-group.co.in!egd. Office: 9th Floor. Videocon Tower. Block E-1 Connaught Place Side.

lhandewalan Extension, New Delhi - 110055. Shapoorji Pallonji INF�i-1 29

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Particulars Details

i) Ratio of the remuneration of each Director to the median remuneration of the employees

of the Company for the financial year.

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ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year;

Manager : NIL

Chief Financial Officer : Appointed on Depution

Company Secretaty : Appointed on Depution

iii) the percentage increase in the median remuneration of employees in the financial year; NIL

iv) the number of permanent employees on the rolls of company 2 Employees (As on 31st March 2021)

v) average percentile increase already made in the salaries of employees other than the

managerial personnel in the last financial year and its comparison with the percentile

increase in the managerial remuneration and justification thereof and point out if there are

any exceptional circumstances for increase in the managerial remuneration;

NIL

vi) affirmation that the remuneration is as per the remuneration policy of the company. Compensation benchmarking execrises was carried out

and the remuneration was determined accordingly

Annexure 6Details of Managerial Remuneration (Directors & KMPs)

Explanation ‐ (i) the expression “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one;(ii) if there is an even number of observations, the median shall be the average of the two middle values.

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SP JAMMU UDHAMPUR HIGHWAY LIMITEDBALANCE SHEET AS AT MARCH 31, 2021

Note As at As atMarch 31, 2021 March 31, 2020

ASSETSNon-current assets

Property, plant and equipment 4 138.32 173.53 Financial assets

Trade receivables 5 1,32,116.42 1,40,856.20 Other financial assets 6 28.29 2.13

Other non-current assets 7 4,727.83 3,765.29

Total Non-current assets 1,37,010.86 1,44,797.15

Current assets Financial assets

Investments 8 23,941.32 21,241.73 Trade receivables 9 40,380.00 40,380.00 Cash and cash equivalents 10 22.36 9.24 Bank balances other than above 11 2,805.27 2,670.22 Loans 12 9,683.00 9,000.00 Other financial assets 13 2,473.96 744.06

Other current assets 14 457.82 825.31

Total Current assets 79,763.73 74,870.56

Total Assets 2,16,774.59 2,19,667.71

EQUITY AND LIABILITIESEquity

Equity share capital 15 791.44 791.44 Other Equity 16 6,474.67 (2,371.90)

Total Equity 7,266.11 (1,580.46)

LiabilitiesNon-current liabilities

Financial Liabilities Borrowings 17 1,86,754.13 2,00,728.45

Provisions 18 9.90 9.15

Total Non-current liabilities 1,86,764.03 2,00,737.60

Current liabilities Financial liabilities

Borrowings 19 1,042.05 939.50 Trade payables 20 2,512.06 2,253.17 Other financial liabilities 21 18,552.07 16,852.50

Provisions 22 282.04 151.43 Current tax liabilities (net) Other current liabilities 23 356.23 313.97

Total Current liabilities 22,744.45 20,510.57

Total liabilities 2,09,508.48 2,21,248.17

Total Equity and Liabilities 2,16,774.59 2,19,667.71

See accompanying notes forming part of the financial statements 1 to 51

In terms of our report attached For and on behalf of the Board For V Sahai Tripathi & Co.Chartered AccountantsFirm Registration No. 000262N

Mukundan Srinivasan Shankar Krishnan Director DirectorDin No. 00276429 DIN No. 03316009

Garima TripathiPartner Ritesh Dedhia Mrunal VaidyaMembership No. 544530 Chief Financial Officer Company Secretary

Mem. No. A39492

Bhupesh GuptaManager

Place: Delhi Place: MumbaiDate: May 26, 2021 Date: May 26, 2021

All amounts are in Rupees in lakhs, unless otherwise stated

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Year ended Year endedNote March 31, 2021 March 31, 2020

I. Revenue from operations 24 31,640.21 29,524.18 II. Other income 25 2,154.07 2,508.57 III. Total Income (I + II) 33,794.28 32,032.75

IV. Expenses:Construction cost 26 - 56.53 Operation and maintenance expenses 27 5,988.44 2,381.79 Employee benefits expense 28 14.78 138.29 Finance costs 29 18,859.45 19,982.36 Depreciation and amortisation expense 30 35.23 35.44 Other expenses 31 913.54 931.94 Total Expenses 25,811.44 23,526.35

V. Profit before exceptional items and tax (III - IV) 7,982.84 8,506.40 VI. Exceptional items - income / (expense) - net - -

VII. Profit before tax 7,982.84 8,506.40

VIII. Less: Tax expense- Current tax 965.02 1,049.66 - MAT credit entitlement (965.02) (754.66) - Deferred tax - - - Provision for Prior Year's Taxes (863.12) -

(863.12) 295.00

IX. Profit for the year from continuing operations (VII - VIII) 8,845.96 8,211.40

X. Profit for the year 8,845.96 8,211.40

XI. Other Comprehensive IncomeA (i) Items that will not be reclassified to profit or loss Remeasurements of the defined benefit plans 0.61 (2.98)

(ii) Tax relating to items aboveTotal other comprehensive (loss)/income 0.61 (2.98)

XII. Total comprehensive income for the year (X + XI) 8,846.57 8,208.42

XIII. Less: Amount transferred to Debenture Redemption Reserve (Refer Note 13) - -

XIV. Net Comprehensive Income for the year 8,846.57 8,208.42

XVIII. Earnings per equity share: (Face Value of Rs. 10 each)Basic EPS (Rs.) 111.77 103.75 Diluted EPS (Rs.) 111.77 103.75





Mem. No. A39492



SP JAMMU UDHAMPUR HIGHWAY LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2021


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Particulars For the Year Ended

March 31, 2021 For the Year Ended

March 31, 2020 A. Cash Flow from Operating Activities:

Profit Before Taxation 7,982.84 8,506.34 Adjustment for:Depreciation 35.23 35.44 Interest Expense 18,684.16 19,733.05 Profit arising on Financial Assets measured at Fair Value through Profit and Loss (1,022.14) (1,474.21) Interest Income (1,046.53) (878.01) Interest on income tax refund (85.40) (88.27) Dividend Income - (39.07) Operating Profit / (Loss) before Working Capital changes 24,548.16 25,795.27 Working Capital Adjustments:(Increase)/Decrease in Other Current Assets 367.50 (527.65) Decrease/(Increase) in Financial Asset 6,790.48 11,524.10 Decrease in Long Term Provisions 0.75 (13.61) (Decrease)/Increase in Current Financial Liabilities (167.23) (1,018.79) Increase in Short Term Provisions 130.60 (12.15) (Decrease)/Increase in Other Current Liabilities 905.38 (322.19)

8,027.48 9,629.71 Cash generated from Operating Activities 32,575.64 35,424.98 Direct Taxes paid (683.91) (986.29) Net Cash Flow from Operating Activities 31,891.73 34,438.69

B. Cash Flow from Investing Activities:Dividend received - 39.07 Purchase of Mutual Funds (net) (2,699.59) (5,337.49) Net gain arising on financial assets mandatorily measured at FVTPL 1,022.14 1,474.21 Interest Received 1,046.53 878.01 Income from Comprehensive items 0.61 (2.98) Long Term Loans given (1,711.50) - Long Term Loans received back 1,028.50 - Net Cash Flow from Investing Activities (1,313.31) (2,949.18)

C. Cash flow from Financing Activities:Interest paid (18,558.48) (19,733.05) Proceeds from Unsecured loans - 95.00 Repayment of Unsecured loans - (477.75) Repayment of Short Term Borrowings 102.54 (57.93) Repayment of Non Convertible debentures (11,974.31) (10,874.45) Net Cash Flow from Financing Activities (30,430.25) (31,048.18)

Net Increase in Cash and Cash equivalents 148.17 441.33 Cash and Cash Equivalents at the beginning of the year 2,679.46 2,238.13 Cash and Cash Equivalents at the end of the year 2,827.63 2,679.46

Notes:123

Year endedMarch 31, 2021

Year endedMarch 31, 2020

Repayment of Non Convertible debentures including Effective Interest Rate (EIR) adjustment (11,974.31) (10,874.45)Impact due to EIR (125.69) (225.55) Less : Repayment of Non convertible debentures 12,100.00 11,100.00

- -

See accompanying notes forming part of the financial statements

In terms of our report attachedFor V Sahai Tripathi & Co.Chartered AccountantsFirm Registration No. 000262N Mukundan Srinivasan Shankar Krishnan

Director DirectorDin No. 00276429 DIN No. 03316009


Mem. No. A39492



For and on behalf of the Board

1 to 51


The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in Ind-AS 7 'Cash Flow Statement', and presents Figures for the previous year have been regrouped / restated wherever necessary to conform to the current year's classification.

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021All amounts are in Rupees in lakhs, unless otherwise stated

Reconciliation between the opening and closing balances for liabilities arising from financing activities due to presentation of financing

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SP JAMMU UDHAMPUR HIGHWAY LIMITEDSTATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021


a. Equity share capitalBalance at 31.03.2019 791.44 Changes in equity share capital during the year - Balance at 31.03.2020 791.44 Changes in equity share capital during the year - Balance at 31.03.2021 791.44

b. Other equity

Securities Premium Reserve

Debenture Redemption

Reserve

Profit and loss

Retained earnings(Ind AS

Transition Reserve)

Sub-total Remeasurements of the

defined benefit plans

Sub-total Attributable to owners of the parent

Total

Balance at 31.03.2019 - 16,108.60 14,258.69 (11.84) (40,947.61) (10,592.16) 11.84 11.84 (10,580.32) (10,580.32) Profit for the year - - - 8,211.40 - 8,211.40 - - 8,211.40 8,211.40 Transfer from statement of profit and loss - - - - - - - - - - Other comprehensive income for the year, net of income tax - - - - - - (2.98) (2.98) (2.98) (2.98)

Balance at 31.03.2020 - 16,108.60 14,258.69 8,199.56 (40,947.61) (2,380.76) 8.86 8.86 (2,371.90) (2,371.90) Profit for the year - - - 8,845.96 - 8,845.96 - - 8,845.96 8,845.96 Transfer from statement of profit and loss - - - - - - - - - - Other comprehensive income for the year, net of income tax - - - - - - 0.61 0.61 0.61 0.61 Balance at 31.03.2021 - 16,108.60 14,258.69 17,045.52 (40,947.61) 6,465.20 9.47 9.47 6,474.67 6,474.67





Mem. No. A39492



Equitycomponent of

compoundfinancial

instruments

Reserves and surplus Items of other comprehensive income

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Notes forming parts of the financial statements for the year ended March 31, 2021

Note 1 - Corporate information:

(a) SP Jammu Udhampur Highway Private Limited was formed as a Special Purpose Vehicle (SPV) on 25th June 2010. The Company was converted into apublic limited company w.e.f 05th November, 2014. 74% of the share capital of the company is held by Shapoorji Pallonji Roads Private Limited, theimmediate holding Company and 26% by Shapoorji Pallonji and Company Private Limited, the ultimate holding company.

(b) The Company was awarded on Design, Build, Finance, Operate and Transfer (DBFOT) pattern, the Rehabilitation, Strengthening and Four Laning ofJammu Udhampur Section, from KM 15.00 (On Jammu Bypass) to KM 67.00 of NH – 1A, on Annuity basis in the State of Jammu & Kashmir under theconcession agreement dated 19th July, 2010 with National Highway Authority of India (NHAI). The “concession period” for the construction, operationand maintenance of the above referred section of NH-1A is 20 years, including the construction period. The initial estimated cost of the project was Rs.2,400 Crores, as assessed for Financial Closure. NHAI issued a ‘commercial operation date’ (COD) certificate w.e.f 1st June, 2014. Accordingly, thecompany commenced commercial operations on the project from that date and is receiving semi - annual annuity payments from NHAI as per the terms ofthe Concession Agreement. As on 31st March, 2021, 100% project construction work has been completed. The Company is operating and maintaining theproject Highway in accordance with the requirements of the concession agreement for safe, smooth and uninterrupted flow of traffic during normaloperating conditions

Note 2 - Significant accounting policies

(a) Statement of compliance with Ind ASThe Financial statements comply in all material aspects with Indian Accounting standards (“Ind AS”) issued under the Companies (Indian AccountingStandards) Rules, 2015 as amended by Companies (Indian Accounting Standards) (Amendment) Rules till 2019. The Financial Statements comprises ofBalance Sheets as at March 31, 2020 and March 31, 2021, Statement of Profit and Loss, Cash Flow Statement and Statement of Changes in Equity forthe year ended March 31, 2020 and March 31, 2021.

(b) Basis for preparation and presentationThe financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the endof each reporting period, as explained in the accounting policies below.Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.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 themeasurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of anasset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics intoaccount when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements isdetermined on such a basis, except for leasing transactions that are within the scope of Ind AS 116.In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to thefair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

(c) Presentation of financial statementsThe Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule III to the Companies Act,2013 (“the Act”). The statement of cash flows has been prepared and presented as per the requirements of Ind AS 7 “Statement of Cash flows”. Thedisclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, arepresented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified AccountingStandardsAmounts in the financial statements are presented in the functional currency of the Company viz., Indian Rupees as permitted by Schedule III to the Act. All amounts have been rounded to the nearest lakhs.

(d) Use of Estimates:While preparing financial statements in conformity with Ind AS, the company make certain estimates and assumptions that require subjective and

complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses,

disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period.

Financial reporting results rely on the company's estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop

exactly as forecast and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions.

The company continually evaluate these estimates and assumptions based on the most recently available information.Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular,information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as below:

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• Financial instruments;• Useful lives of property, plant and equipment;• Assets and obligations relating to employee benefits;• Provisions;

(d) Property Plant and Equipment:Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if any. The cost of property, plant and equipmentcomprises its purchase price, net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from thetax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowingsattributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued useof the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between thesales proceeds and the carrying amount of the asset and is recognised in profit or loss. Carrying amount of items replaced is derecognised. Cost of majorinspections is recognised in the carrying amount of property, plant and equipment as a replacement, if recognition criteria are satisfied and any remainingcarrying amount of the cost of previous inspection is derecognised. Machinery spares which can be used only in connection with an item of fixed assetand whose use is expected to be irregular are capitalised (if they meet the asset recognition criteria) and depreciated over the useful life of the principalitem of the relevant assets.

Capital work in progress:

Property plant and equipment that are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental expenses andattributable interest.

Depreciation on Property, Plant and Equipment and investment property:Depreciation on assets is provided on Straight line method as per the useful life prescribed in the Schedule II to the Companies Act, 2013 or lower life inwhose case the life of the assets has been assessed taking into account the nature of the assets, the estimated usage of the assets, the operating conditionand anticipated technological changes,etc. Depreciation on addition to assets is provided on pro-rata basis from the date asset are acquired/installed. Depreciation on sale/deletion from fixed assetsis provided for upto the date of sale, deletion/discardment as the case may be.The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes inestimate accounted for on a prospective basis. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end ofeach financial year and the amortisation period is revised to reflect the changed pattern, if any.Class of Assets Rates of Depreciation

Buildings 1.58%Furniture and Fixtures 9.50%Computers 31.67%Office equipments 19%Plant and Machinery 7.92%Vehicles 11.88%

(e) Impairment of assets:The Company assesses at end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, theCompany estimates the recoverable amount of the asset. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value inuse. If such recoverable amount of the asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction istreated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that if a previouslyassessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the lower of recoverable amount and thecarrying amount that would have been determined had no impairment loss been recognised.

(f) Revenue recognition:

Service Concession ArrangementsThe company, under the provisions of the concession agreement with NHAI acts as an operator and a service provider. The Company has constructedinfrastructure to provide a public service and operates and maintains that infrastructure (operation & maintenance and overlay services) for a specifiedperiod of time, as per the concession agreement.As the Company satisfies the conditions laid down in Appendix D to IND-AS 115, the said Appendix D is applicable to the company and the annuityrights arising therefrom to the company is considered as a “financial asset” as defined in Ind - AS 109 and measured and valued according to theprovisions contained in Appendix D to IND- AS 115. Accordingly, the consideration received or receivable in exchange for its infrastructure development and maintenance services is accounted for under thefinancial asset model since the company, as per the terms of the concession agreement, has an unconditional right to receive specified and determinableamounts over a specified period of time for its construction, operation & maintenance (O&M) and overlay services from the grantor (NHAI) in the formof Annuity.

Revenue is recognised in the statement of profit and loss as per Ind - AS 115 in the following manner:

- From the financial asset as finance income (calculated by using effective interest rate method from the year(s) in which construction activities carried

out).

- From operating & maintenance (including overlay services) and other construction related services in the period in which such services are renderedEffective interest rate has been computed based on yearly cash outflows of construction, operation & maintenance and overlay services carried out by the

company, including margin and equatting the same with yearly cash inflows from annuity receipts. The cash outflows for the portion of construction costs

yet to be completed, operation & maintenance costs and overlay costs of future years have been taken on an estimated basis as per technical evaluation.Wherever there is deviation from the estimate, revenue and expenses are recognised on actual basis.

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Dividend IncomeDividend income from investments is recognised when the shareholder's right to receive payment has been established provided that it is probable that theeconomic benefits will flow to the Company and the amount of income can be measured reliably.Interest IncomeInterest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of incomecan be measured reliably. Interest income is accrued on a time basis, by reference to the amortised cost and at the effective interest rate applicable.

Insurance ClaimInsurance claims are recognised on receipt basis.

(g) Foreign Exchange Transactions:In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency viz. Indian Rupee arerecognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreigncurrencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.Non - monetary items are carried at historical cost or fair value

(h) Borrowing Costs:Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifyingasset is one that necessarily takes substantial period of time to get ready for its intended use or sale. Other borrowing costs are recognised as an expensein the period in which they are incurred.

(i) Taxes on income:Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the year. Current tax ismeasured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future incometax liability, is considered as an asset if there is convincing evidence that the company will pay normal income tax. Accordingly, the MAT is recognised asan asset in the balance sheet when it is highly probable that future economic benefit associated with it will flow to the Company.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the separate financial statements and thecorresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be availableagainst which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differencearises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit northe accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable thatsufficient taxable profits will be available to allow all or part of the asset to be recovered.Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised,based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly inequity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current taxor deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(j) Provisions, Contingent Liabilities and Contingent Assets:Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event and it is probable that the company will berequired to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the bestestimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertaintiessurrounding the obligation. When a provision is measured using the cash outflows estimated to settle the present obligation, its carrying amount is thepresent value of those cash outflows (when the effect of the time value of money is material). When some or all of the economic benefits required to settlea provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that the amount will be receivedand the amount of the receivable can be measured reliably.Contingent liability is disclosed for (i) Possible obligations which will be confirmed only by future events not wholly within the control of the Companyor (ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or areliable estimate of the amount of the obligation cannot be made. Contingent assets are disclosed where an inflow of economic benefits is probable.Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Onerous ContractsPresent obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where theCompany has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to bereceived from the contract.

(k) Employee benefits:Short-term obligationsLiabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period inwhich the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured atthe undiscounted amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in thebalance sheet.

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Other long-term employee benefit obligationsThe liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render therelated service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees upto the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reportingperiod that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes inactuarial assumptions are recognised in statement of profit or loss.The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at leasttwelve months after the reporting period, regardless of when the actual settlement is expected to occur.Post-employment obligationsThe company operates the following post-employment schemes:

- Defined Benefit plan in the nature of gratuityDefined Benefit PlanThe liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at theend of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated by actuaries using the projected unit creditmethod.The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at theend of the reporting period on government bonds that have terms approximating to the terms of the related obligation.The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. Thiscost is included in employee benefit expense in the statement of profit and loss.Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

(l) Earnings per share:Basic earnings per share is computed by dividing the profit / (loss) for the year by the weighted average number of equity shares outstanding during thefinancial year.

(m) Cash and Cash Equivalents:For the purpose of presentation in the statement of cash flows, Cash and cash equivalents comprise of cash at banks and in hand, deposits at call withbanks and financial institutions with original maturities of three months or less that are readily convertible to known amounts of cash and which aresubject to an insignificant risk of changes in value.

(o) Impairment of assets:The Company assesses at end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, theCompany estimates the recoverable amount of the asset. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value inuse. If such recoverable amount of the asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction istreated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that if a previouslyassessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the lower of recoverable amount and thecarrying amount that would have been determined had no impairment loss been recognised.

(p) Financial InstrumentsFinancial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue offinancial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deductedfrom the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to theacquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial assetsAll recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of thefinancial assetsClassification:Debt instruments that meet the following conditions are subsequently measured at amortised cost:

- the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

- the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at fair value.Effective interest methodThe effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form anintegral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, whereappropriate, a shorter period, to the net carrying amount on initial recognition.Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income isrecognised in profit or loss and is included in the “Other income” line item.

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Financial assets at fair value through profit or loss (FVTPL)Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised inprofit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Dividend on financialassets at FVTPL is recognised when the Company’s right to receive the dividends is established, it is probable that the economic benefits associated withthe dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can bemeasured reliably.Impairment of financial assetsThe Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, loan commitments,trade receivables, financial guarantees not designated as at FVTPL and other contractual rights to receive cash or other financial asset.

Derecognition of financial assetsThe Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset andsubstantially all the risks and rewards of ownership of the asset to another party. Foreign exchange gains and lossesThe fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of eachreporting period. For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised inprofit or loss.

Financial liabilities and equity instruments : Classification as debt or equityDebt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of theEquity instruments

Compound financial instruments

The component parts of compound financial instruments issued by the Company are classified separately as financial liabilities and equity in accordancewith the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will besettled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equityinstrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments.This amount is recognised as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at theinstrument’s maturity date.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

Financial liabilities are classified as at FVTPL when the financial liability is either contingent consideration recognised by the Company as an acquirer in abusiness combination to which Ind AS 103 applies or is held for trading or it is designated as at FVTPL.

Note 3 - Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in Note 2, the management is required to make judgements, estimates andassumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associatedassumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which theestimate is revised if the revision affects only the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements involving estimations, that the directors have made in the process of applying the accounting policies and thathave the most significant effect on the amounts recognised in the separate financial statements.Useful life and residual value of Property, Plant and EquipmentAs described in Note 2, the Company reviews the estimated useful life and residual values of property, plant and equipment at each reporting date.

Contingencies In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. There are certain obligationswhich managements have concluded based on all available facts and circumstances are not probable of payment or difficult to quantify reliably and suchobligations are treated as contingent liabilities and disclosed in the notes but are not provided for in the financial statements. Although there can be noassurance of the final outcome of the legal proceedings in which the Company is involved it is not expected that such contingencies will have materialeffect on its financial position or profitability.

Contingent Liabilities and Provisions Contingent Liabilities and Provisions are liabilities of uncertain timing or amount and therefore in making a reliable estimate of the quantum and timing ofliabilities judgement is applied and re-evaluated at each reporting date.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future incometax liability, is considered as an element of deferred tax asset if there is convincing evidence that the entity will pay normal income tax. Accordingly,MAT is recognized as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the entity.

Expected Credit Losses (ECL)

No ECL provision would be required at the reporting date as the Company had minimal credit risk exposure

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SP JAMMU UDHAMPUR HIGHWAY LIMITEDNotes forming part of the financial statements

Note 4 - Property, Plant and Equipment

Description of Assets Land (Freehold)

Buildings Plant & Machinery

Furniture and Fixtures

Vehicles Office Equipment & Appliances

Computers Total

Cost or deemed costBalance as at 31.03.2019 8.40 34.18 133.17 2.35 201.38 5.60 6.94 392.02 Additions - - - - - - - - Balance as at 31.03.2020 8.40 34.18 133.17 2.35 201.38 5.60 6.94 392.02 Additions - - - - - - - - Balance as at 31.03.2021 8.40 34.18 133.17 2.35 201.38 5.60 6.94 392.02

Accumulated depreciationBalance as at 31.03.2019 - (4.38) (43.50) (2.09) (121.92) (4.98) (6.18) (183.05) Depreciation expense (0.54) (10.49) (0.09) (23.99) (0.16) (0.17) (35.43) Balance as at 31.03.2020 - (4.92) (53.99) (2.18) (145.91) (5.14) (6.35) (218.48) Depreciation expense - (0.54) (10.44) (0.06) (23.92) (0.08) (0.16) (35.22) Balance as at 31.03.2021 - (5.46) (64.43) (2.24) (169.83) (5.22) (6.51) (253.70)

Net carrying costBalance as at 31.03.2021 8.40 28.72 68.74 0.11 31.55 0.38 0.43 138.32 Balance as at 31.03.2020 8.40 29.26 79.18 0.17 55.47 0.46 0.59 173.53


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As at As atMarch 31, 2021 March 31, 2020

Note 5 - Non-current Trade Receivables

Unsecured, considered goodReceivable from NHAI 1,32,116.42 1,40,856.20

Total……………… 1,32,116.42 1,40,856.20

Note 6 - Other Non-Current Financial Assets

Security depositsUnsecured, Considered Good 28.29 2.13

Total……………… 28.29 2.13

Note 7 - Other Non Current Assets

MAT credit entitlment 3,145.97 2,180.95 Advance Tax ( Tax Deducted at Source) (net) 1,581.86 1,584.34

Total……………… 4,727.83 3,765.29

Note 8 - Current InvestmentsQuotedInvestments in Mutual Fund [at Fair value through Profit and Loss]ABSL Low Duration Fund - Growth 5,525.70 6,212.74 ABSL Money Manager Fund - Growth 4,336.39 4,221.43 ABSL Savings Fund - Growth - 2,371.44 Nippon india overnight fund 849.62 - Aditya Birla Sunlife Liquid Fund - DDR 66.64 92.47 ICICI Prudential Ultra Short-Term Fund - Growth 3,429.03 4,322.89 SBI Magnum Low Duration Fund – Growth 21.27 1,016.78 SBI Magnum Ultra Short Duration Fund– Growth 2,576.45 1,889.57 SBI Ultra Short Term Duration Fund– Growth 1,942.22 1,114.41 Fixed Deposit with ICICI Bank 5,194.00 -

23,941.32 21,241.73 Aggregate amount of quoted current investments 23,941.32 21,241.73 Aggregate Market value of Quoted Investments 23,941.32 21,241.73

All amounts are in Rupees in lakhs unless otherwise stated

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Note 9 - Current Trade Receivables

Unsecured, considered goodReceivables from NHAI 40,380.00 40,380.00

Total……………… 40,380.00 40,380.00

Note 10 - Cash and Cash Equivalents

Balances with banks - current accounts 22.36 9.24

Total……………… 22.36 9.24

Note 11 - Bank balances other than above

Balances with banks - deposit accounts (given towards margin money/under lien/escrow/Debenture redemption reserve)

2,119.00 1,846.00

Earmarked bank balances in TRA 686.27 824.22

Total……………… 2,805.27 2,670.22

Note 12 - Current Loans

Loans to Related parties (Refer Note 41) Unsecured, considered good 9,683.00 9,000.00

Total……………… 9,683.00 9,000.00


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Note 13 - Other Current Financial Assets

Interest accrued on loans and advances from related party (Refer Note 41) 1,466.26 688.50 Interest receivable from banks 54.78 23.61 Balance with government authorities 20.97 31.95 Mobilization advance (Refer Note 41) 931.95 -

Total……………… 2,473.96 744.06

Note 14 - Other Current Assets

Prepaid expenses 371.49 701.67 Advance to vendors 0.17 0.32 Receivable from Customers 86.16 123.32

Total……………… 457.82 825.31


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Note 15 - Equity Share capital

ParticularsNos. Amount Nos. Amount

A) Authorised :Equity Shares of Rs. 10 each 1,20,00,000 1,200.00 1,20,00,000 1,200.00

Total……………… 1,20,00,000 1,200.00 1,20,00,000 1,200.00

B) Issued, Subscribed and Fully Paid up :Equity shares of Rs. 10 each:Opening Balance 79,14,362 791.44 79,14,362 791.44 Add: Shares issued pursuant to the composite scheme of arrangement - - - - Closing Balance 79,14,362 791.44 79,14,362 791.44

1. Rights, preferences and restrictions attached to Equity Shares:A member has a right to receive dividend as may be approved by the Board / Annual General Meeting.

2. Details of shares held by each shareholder holding more than 5% of shares of the Company:Class of shares / Name of shareholder

No. of shares % holding Equity SharesShapoorji Pallonji Roads Private Limited -Immediate Holding Company # 58,56,624 74.00%Shapoorji Pallonji and Company Private Limited-Ultimate Holding Company 20,57,738 26.00%


# Including one Equity share of Rs.10/- each jointly held by Mr. Mukundan Srinivasan, Mr. Sanjay Date, Mr. Sanjiv Puri, Mr. Shankar Krishnan Subramanian and Mr. Ritesh Dedhia as a nominee shareholder. However Shapoorji Pallonji Roads Private Limited is the beneficial owner of the shares held by nominees.

As at March 31, 2020

The Equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act.Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and vote on a show of hands,has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.



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As at As at

March 31, 2021 March 31, 2020

Note 16 - Other Equity

(a) Securities Premium Reserve

As per last balance sheet 16,108.60 16,108.60

Add : On shares issued during the year - -

16,108.60 16,108.60

(b) Surplus in Statement of Profit and Loss

As per last balance sheet 8,208.42 -

Add: Profit / (Loss) for the year 8,845.96 8,211.40

Add: Other Comprehensive Income for the year 0.61 (2.98)

17,054.99 8,208.42

(c) Debenture Redemption Reserve

As per last balance sheet 14,258.69 14,258.69

Add: Transferred from Statement of Profit and Loss - -

Balance at the end of the year 14,258.69 14,258.69

(d) Retained Earnings (Ind AS Transition Reserve)

Balance as per last Balance Sheet (40,947.61) (40,947.61)

Add: Addition during the year - -

Balance at the end of the year (40,947.61) (40,947.61)

Total……………… 6,474.67 (2,371.90)


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As at As at

March 31, 2021 March 31, 2020

Note 17 - Non Current borrowings

Secured [at amortised cost]

Debenture-Non Convertible * 2,00,854.13 2,12,828.45

Less: Current maturities of long term debt (Refer Note 21) (14,100.00) (12,100.00)

Total……………… 1,86,754.13 2,00,728.45

(II) As per terms of Debenture Trust Deed (DTD), the Company had the right to redeem all or any of Series 6 Debentures to Series 15 Debentures, aggregating to Rs. 63,000 Lakhs, on December 31, 2017 (“Call Option”). The average coupon rate of NCDs having Call Option was 9.18% p.a. payable semi-annually. In light of the low yields in the market, Company engaged Deutsche Bank AG (DB) for the aforesaid transaction. DB purchased Series 6 Debentures to Series 15 Debentures in the secondary market from the then existing investors in December 2017 and thereafter agreed to reduce the coupon rate to 7.82% p.a. payable semi annually. Subsequently, Company obtained approval of Debenture Holders and NSE (as per terms of DTD) for making modifications to DTD to give effect to the reduction in coupon rate and accordingly amended DTD was executed on February 2, 2018. There are no other changes in the remaining portion of NCDs and the existing transaction structure.


Note 17.1 - Debentures - Secured:(I). The company issued 26,100 secured, rated, listed, redeemable non-convertible debentures of face value of Rs. 10 lacs each in 31 series with varying coupon rates ranging from 7.82% to 9.15% per annum aggregating to Rs. 2,610 crores on private placement basis in the year 2015-16. These debentures have been listed with National Stock Exchange (NSE). The proceeds of these debenture issues were utilised to repay the entire foreign currency and Rupee term loan obtained from banks and financial institutions in earlier years along with interest and pre-payment charges, etc thereon. As at 31st March, 2021, the number of outstanding debentures to be redeemed is 20,160 (Previous year 21,370) of Rs. 10 lakhs each.

1. The Debentures are secured by (“Security”):(a) a first mortgage and charge on all the Company’s immovable properties, both present and future, save and except the Project Assets;(b) a first charge on all the Company’s tangible moveable assets, including moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other moveable assets, both present and future save and except the Project Assets ;(c) a first charge over all accounts of the Company, including, the Escrow Account and the sub-accounts (or any account in substitution thereof) that may be opened in accordance with this Deed and the Supplementary Escrow Agreement or any of the other Project Document and all funds from time to time deposited therein, the Receivable and all Authorised investments or other securities, provided that:i. the same being applied to the extent of waterfall of priority of payment, as specified in Article 31 of the Concession Agreement and Article 4 of the Escrow Agreement and not beyond that :ii. the charge over the receivables from NHAI shall be enforceable by the lenders or on their behalf only for the purpose of ensuring that the Receivables are credited to the Escrow Account for the purpose of being applied to the extent of waterfall of priority of payment as specified in Article 31 of the Concession Agreement and Article 4 of the Escrow Agreement and not beyond that.

2. A first charge on all intangible assets including but not limited to goodwill, rights, undertaking and uncalled capital present and future excluding the Project Assets (provided that all the amount received on account of any of these shall be deposited in the Escrow Account that the charges on the same shall be subject to the extent permissible as per the priority specified in the Article 31 of the Concession Agreement and Article 4 of the Escrow Agreement. Further a charge on uncalled capital as set in above shall be subject however to the provisions of Articles 5.3 and 7.1(k) and Article 31 of the Concession Agreement.

3. Assignment by way of Security in:a. All the right, title, Interest, benefits, claims and demands whatsoever of the Company in the Project Documents.b. The Right title and interest of the company in to and under all the Government Approval.c. All the right, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit, guarantee including contractor guarantees and liquidated damages and performance bond provided by any party to the project Documents.d. All the right title, Interest, benefits, claims and demand whatsoever of the Company under all Insurance Contracts.Provided that the charges on assignment mentioned in paragraph as above shall be enforceable.i. In the manner specified in the Substitution Agreement so as to enable the Nominated Company (as defined under the concession Agreement to substitute the company in respect thereof as per the substitution Agreement).ii. Only for the purpose of ensuring that the amounts received thereupon are credited to the Escrow Account for the purpose of being applied in the order of priority specified in Article 31of the Concession Agreement and Article 4 of the Escrow Agreement and not beyond that.

4. A pledge of 51% (Fifty one percent) of the issued, paid up and voting equity share capital of the Company held by the Promoter in the Company till the Final Settlement Date provided that any enforcement of the pledge over shares shall be subject to Article 5.3 and 7.1(k) of the Concession Agreement and prior to the approval of NHAI as provided therein. Provided that, the aforesaid mortgages, charges, assignments, guarantees and the pledge of Equity Shares shall in all respects rank pari-passu inter-se amongst the lender, in accordance with the Concession Agreement, without any preference or priority to one over the other or other ; and the Security Interest stipulated in sub-paragraphs (a) to (f) hereinabove shall exclude the Project Assets (as defined in and in accordance with the Concession Agreement)

* Net of EIR Impact as per Ind AS 109 (Book Value- Rs 201600 Lakhs; Previous Year -Rs 213700 Lakhs)

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Note 18 - Non Current ProvisionsProvision for gratuity (Refer Note 33) 7.37 6.64 Provision for compensated absences 2.53 2.51

Total……………… 9.90 9.15

Note 19 - Current borrowings

Secured [at amortised cost]Loans repayable on demand from banks-Bank Overdraft 1,042.05 939.50 `````````

Total……………… 1,042.05 939.50

Note 20 - Current Trade payables

Acceptances

Other than acceptances

Trade Payables - Micro & Small Enterprises (Refer Note 44) 6.99 -

Trade Payables - Related parties (Refer Note 41) 2,439.00 2,147.53

Trade Payables - Others 66.07 105.64

Total……………… 2,512.06 2,253.17

Note 21 - Other current financial liabilities

Current maturities of long-term debt Secured 14,100.00 12,100.00 Interest accrued but not due on borrowings 4,452.07 4,724.43 Interest accrued but due on borrowings from related parties (Refer Note 41) - 28.07

Total……………… 18,552.07 16,852.50

(III) The Company has created a cumulative Debenture Redemption Reserve ("DRR") of an amount of Rs. 14,258.69 Lakh as on March 31, 2019. However, pursuant to the notification of Ministry of Corporate Affairs number G.S.R. 574 (E) dated August 16, 2019, creation of DRR is not required for the listed companies whose debentures are privately placed. Further, the Company has invested 15% of the value of the Non-Convertible Debentures maturing in the current financial year amounting to Rs. 2,119 Lakh (Previous year Rs. 1,846 Lakhs) (Refer Note - 11) in Fixed Deposits with bank as required under the provisions of the Companies Act, 2013. Also as on 31st March 2021, the following funds (Refer Note 8 ) are earmarked in the form of investments in mutual fund and and kept segregated from regular cashflows in terms of the Debenture issue conditions:(a) Major Maintenance Reserve Rs 5,563 Lakhs ( Previous year Rs 12,197 Lakhs)(b) Major Replacement Reserve Rs 2,508 Lakhs ( Previous year Rs 2,090 Lakhs)(c) Contingency Reserve Rs 4,300 Lakhs ( Previous year Rs 4,300 Lakhs)(d) Cash Reserve Rs 1,500 Lakhs ( Previous year Rs 1,500 Lakhs)

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Note 22 - Current Provisions

Provision for compensated absences 0.24 0.23 Provision for gratuity (Refer Note 33) 0.69 0.62 Provision for tax (net of TDS) 281.11 150.58

Total……………… 282.04 151.43 Note 23 - Other current liablitiesStatutory dues 28.33 15.69 Employee Benefits Payables 31.20 55.95 Retention Amount 296.70 242.33

Total……………… 356.23 313.97


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Year Ended Year EndedMarch 31, 2021 March 31, 2020

Note 24 - Revenue from operations

(a) Towards Construction services - 207.27 (b) Towards Operation & Maintainence services 6,261.66 2,645.00 (c) Towards interest on Financed Assets 25,378.55 26,671.91

Total……………… 31,640.21 29,524.18

Note 25 - Other income

Dividend income from Current investments - 39.07

Interest income onCall and fixed deposit accounts with banks 205.71 113.01 Loans and advances (Refer Note 41) 840.82 765.00 Income tax refund 85.40 88.27

Net gain arising on financial assets measured at fair valueRealised 1,022.14 1,474.21

Other non-operating income (net) Write back of excess provsion of Gratuity - 21.34

Sundry credit balances/ excess provision of earlier year written-back - 7.67

Total……………… 2,154.07 2,508.57


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Note 26 - Construction cost

Others - 56.53

Total……………… - 56.53

Note 27 - Operation and maintenance expenses

Operating and Maintenance Charges (Refer Note 41) 1,972.62 1,878.39 Major Mainteanance Expenses (Refer Note 41) 3,044.93 - Insurance Premium 712.48 239.41 Independent Engineers Fees 118.96 100.70 Travelling Expenses 1.46 16.77 Car Hire 5.57 6.14 Toll Plaza - 2.94 Legal and professional 77.30 137.44 Electrification Work 55.12 -

Total……………… 5,988.44 2,381.79

Note 28 - Employee benefits expense

Salaries and allowances 14.78 138.29

Total……………… 14.78 138.29

Note 29 - Finance costs

Interest on borrowings from related parties (Refer Note 41) - 31.19 Interest on Debentures 18,619.03 19,648.99 Interest on Overdraft from Banks 65.13 52.87 Guarantee commission and processing fees 175.29 249.31

18,859.45 19,982.36

Note 30 - Depreciation and amortisation expenses

Depreciation of Property, plant and equipment 35.23 35.44

35.23 35.44


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Note 31 - Other expenses

Advisory fees (Refer Note 41) 327.00 354.00 Rates and taxes 5.73 5.01 Repair and maintenance

-Others 1.73 7.98 Legal and professional charges 214.63 197.42 Auditors' remuneration

-for Statutory Audit 6.50 8.00 -for Tax Audit 3.50 2.00 -for Other services 4.66 6.00

Service fees (Refer Note 41) 134.04 128.77 Corporate Social Responsibility Expenses 152.00 25.00 Net gain arising on financial assets measured at fair value

Unrelaised 57.35 184.59 Director Sitting Fees 4.80 4.80 Miscellaneous expenses 1.60 8.37

Total……………… 913.54 931.94


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All amounts in Rupees in lakhs, unless otherwise stated

Note 32 - Earnings per share

Year ended 31.03.2021


8,845.96 8,211.40

79,14,362 79,14,362

- -

79,14,362 79,14,362

111.77 103.75 111.77 103.75

Note 33 - Employee benefit plans

a) Defined contribution plans

The Company has recognized the following amounts in the Statement of Profit and Loss:

Particulars Year ended March 31, 2021

Year ended March 31, 2020

-

b) Defined benefit plans Year ended

31.3.2021Year ended

31.3.2020Gratuity

(Unfunded)Gratuity

(Unfunded)

7.26 26.12 - -

Transfer-out liability - (25.33) Current service cost 0.80 3.34 Past Service Cost- Vested Benefits - - Interest cost 0.45 0.65 Liability transferred in / acquisitions - -

(0.45) 2.48 - - - -

- changes in financial assumptions - - - experience adjustments - - Prior year Charge - - Remeasurement of Defined Benefit Obligation - -

8.06 7.26

- - - - - - - - - - - -

Transfer-out liability - - - - - -

Actuarial gain/(loss)Employer contributionBenefits paid

Assets Transferred in/acquisitionFair value of plan assets at year end

Expected return on plan assets

Diluted earnings per share (Rupees)

Provident Fund (Not presently applicable to the Company)

Reconciliation of opening and closing balances of Balance at the beginning of the yearBenefits paid

Actuarial (gains) losses recognized Profit and LossActuarial (gains) losses recognized in other - changes in demographic assumptions

Reconciliation of opening and closing balances of Fair value of plan assets at beginning of the year :Interest Income

Basic earnings per share (Rupees)

Particulars

Profit for the year

Weighted average number of equity shares outstanding during the year of Rs. 10/-each (Nos.)

Weighted average number of shares deemed to be issued in respect of compulsorily convertible preference shares (Nos.)

Weighted average number of equity shares used in the calculation of basic and diluted earnings per share (Nos.)

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Gratuity(Unfunded)

Gratuity(Unfunded)

Reconciliation of fair value of assets and obligationsFair value of plan assets as at March 31 - - Present value of obligation as at March 31 8.06 7.26 Amount of Liability recognized in Balance Sheet 8.06 7.26

0.80 3.34 - - - - - -

0.45 0.65 - -

1.26 3.99

(0.45) 2.48

(0.45) 2.48

Actuarial assumptionsDiscount rate (per annum) 6.31% 6.55%

NA NAAttrition Rate (per annum) 10% 10%Salary escalation 10% 10%Employee turnover 2 2

Expected payoutWithin next 12 months 0.69 0.62 Between 1 and 5 years 0.66 0.60 Above 5 years 3.18 2.88

Sensitivity AnalysisProjected benefit obligation on current assumptionsImpact of +1% change in rate of Discounting 7.56 6.78Impact of -1% change in rate of Discounting 8.62 7.78Impact of +1% change in rate of Salary Increase 8.57 7.74Impact of -1% change in rate of Salary Increase 7.59 6.81

The methods and types of assumptions used in preparing the sensitivity analyses did not change as compared to previous year.The assumptions 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.

The above data has been disclosed on the basis of information available with the Company and to the extent such information has been disclosed in the financial statement of constituents.

Net Cost

Remeasurement recognized in other comprehensive Actuarial gains / losses on obligation for the year

Expected rate of return on plan assets (per annum)

The above sensitivity analysis are based on change in assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet.

Prior year Charge

Current Service CostPast Service Cost and (gain)/loss from settlementsExpected return on plan assetsActuarial (gains) / losses on obligation to be recognizedInterest Cost

Expense recognized during the year (Under the head "Employee benefit expenses" - Refer note

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Note 34 - Construction Cost

Note 35 - Bank Guarantees:

Shapoorji Pallonji Roads Private Limited, the holding company has furnished:

Note 36 - Contingent Liabilities and Contingent AssetsContingent LiabilitiesClaims against the Company not acknowledged as debts (excluding claims where amounts are not ascertainable):

Particulars As at 31.3.2021 As at 31.3.2020

(a) Claims against the Company not acknowledged as debts(i) Demands raised by Income tax authorities * 1,899.21 683.61

Total 1,899.21 683.61

Note 37 - Claims and Counter Claims :

The construction work for the remaining portion of the EPC project for its completion was awarded to Shapoorji Pallonji and Company PrivateLimited, an ultimate holding company and Shapoorji Pallonji Cement (Gujarat) Private Limited, a fellow subisdiary of holding company. EngineeringProcurement and Construction Cost of Rs.1,88,017.14 Lakhs (Upto previous year 1,88,017.14 Lakhs) has been incurred till March 31, 2021.

(i) two bank guarantees aggregating to Rs.17,000 Lakhs (previous year Rs.17,000 Lakhs) on behalf of the Company in favour of Axis TrusteeServices Limited, as “Debenture Trustees” towards Debt Service Reserve for Debentures (Rs.15,500 lakhs) and for working capital (Rs.1,500 lakhs).

(ii) a bank guarantee of Rs.2,800 Lakhs (previous year Rs.2,800 Lakhs) in favour of the Company towards major maintenance reserve for meetingmajor maintainence expenses to be incurred for the project

* includes; Rs.1899.21lakhs for AY 2017-18, the assessing officer has disallowed the claim of depreciation by allowing depreciation on SLM basisinstead of WDV basis as claimed by the Company in the return of income. The Company is in the process of filling an appeal with the First Appellateauthority.• Subsequent to completion of assessments relating to assessments years 2013-14 and 2014-15, wherein the assessing officer has disallowed interestexpense incurred by the company on borrowed funds which were temporarily invested, the Department has assessed a liability amounting toRs.1031.33lakhs (plus interest u/s. 220(2) of the Income Tax amounting to INR 209lakhs) in respect of which the Company has preferred an appealagainst department’s view before the First Appellate Authority & Second Appellate authority respectively and the matter is pending.• for Assessment year 2014-15, the assessing officer also passed penalty order u/s. 271(1)c) of the Income Tax Act, 1961 wherein the demandamounting to INR 301.12lakhs were raised. The Company has preferred an appeal before First Appellate Authority and the matter is pending.• The aforementioned demands are already discharged partially in cash and partially adjusted against refunds of the subsequent assessment years• For AY 2015-16, the assessing officer has reduced loss as per return filed from Rs.51,978.63 Lakhs to Rs.4,530.18 Lakhs by disallowing depreciationof Rs.47,448.45 lakhs;• For AY 2016-17, the assessing officer has reduced loss as per return filed from Rs.57,883.88 Lakhs to Rs.25,070.74 Lakhs by disallowingdepreciation of Rs.32,813.13 lakhs; and• For AY 2017-18, the assessing officer has determined the taxable income at Rs.4,324.41 lakhs as against the returned loss of Rs.18,843.67 lakhs bymaking an addition of Rs.23,168.08 lakhs and determined the demand of Rs.1,899.21 lakhs vide assessment order passed u/s 143(3) dated 20th April2021. The said demand of Rs.1,899.21 lakhs is included in the above table. Company has preferred an appeal against department’s view before the First Appellate Authority for AY 2015-16 and AY 2016-17 and the matter ispending. For AY 2017-18, the Company is in the process of filing an appeal before the First Appellate Authority.

a) The Company has preferred claims aggregating to Rs. 93,834 Lakhs (Previous year Rs. 93,834 Lakhs) against the Authority, in response to whichthe Authority has filed counter claims aggregating to Rs 1,44,567 Lakhs as on March 31, 2020 (Previous year Rs 1,44,567 Lakhs) against thecompany. Both these Claims & Counter Claims were under Arbitration under Reference 1. As per review of counter claims and opinion by legalcounsel of the Company, the counter claims by the Authority are untenable.

c) The Arbitration Tribunal has published the award on 25.02.2021 (of Reference 1) and ruled in favour of Claimant for certain claims and hasrejected all the Counter Claims put forth by Authority. Award is subject to actions by parties under section 34 of Arbitration Act 1996.

b) During the construction of the Project, the company had received claims aggregating to Rs. 10,623 Lakhs as at March 31, 2020 (Previous YearRs. 10,623 Lakhs) including JKGST and labour cess from Afcons Infrastructure Limited, an EPC contractor for change in scope. Under the terms ofthe EPC Contract, the acceptance and payment towards these claims are contingent upon corresponding claims accepted and received from NHAI(Authority). These Claims were also under Arbitration - Reference 1

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Note 38 - Provision for Tax :

Note 39 - CommitmentsThere are no capital commitments as on 31st Mar 2021 (Previous year NIL)

Note 40 - Deferred Tax Asset / Liability

Income Computation and Disclosure Standards (ICDS) are applicable for Computation of taxable income of the company under regular provisions ofthe Income Tax Act, 1961. However, the same shall not apply for computation of Minimum Alternate Tax (MAT) under section 115JB of the IncomeTax Act, 1961.Provision for tax of Rs. 965.02 Lakhs (Previous Year 1,049.65 Lakhs) is determined based on taxable income for the year, computed in accordancewith section 115JB of the Income Tax Act, 1961.

The Company is eligible and claiming tax deduction available under section 80IA of Income Tax Act, 1961 for a period of 10 years w.e.f F.Y. 2017-2018 out of eligible 15 years. Deferred tax asset has not been recognized in accordance with Ind – AS 12, in view of absence of virtual certainty regarding reversal of timing differences due to the limited remaining life of the project as specified in the concession agreement.

In view of the contractual positions, the Company has not made any provision for these claims in its books of accounts as it is not probable that anoutflow of resources will be required to settle the said claims and a reliable estimate of the amount of the obligation, if any, cannot presently bedetermined.

g) The Company has invoked arbitration in respect of claim under (d) above for CIL for claims of Rs 1,607 lakhs up to FY 2017 – 18, claims under (e)above for differential amount under COS for Rs 570 lakhs and claim under (f) above for works carried out on balance land under for Rs 18,800 lakhs,through Dispute Resolution Mechanism as per terms of Concession Agreement with the authority. The arbitration proceedings for total claim ofapprox Rs 21,000 lakhs are presently underway under Reference 2.

f) The Company has also preferred claim for works carried out on balance land handed over after COD of Rs 18,800 lakhs (Previous year Rs. 17,486lakhs) on the Authority.

d) The company had received claims aggregating to Rs. 677 lakhs as at March 31, 2020 (Previous Year Rs. 677 lakhs) for change in law from theEPC contractor pertaining to the Financial Years 2012-13 and 2013-14 in accordance with clause 13A of the contract. Under the terms of the EPCContract, the acceptance and payment towards these claims are contingent upon corresponding claims accepted and received from the authority. TheCompany has preferred these claims on the Authority.The Company has further preferred claims of Rs 165 lakhs for FY 2015-16, Rs 323 lakhs for FY 2016-17, Rs 442 lakhs for FY 17-18, Rs. 452 lakhsfor FY 18-19 and Rs. 511 lakhs for FY 19-20 respectively under Change in Law as per Article 41 of Concession Agreement.

e) The Company has also preferred claims on the Authority of Rs 1,541 lakhs for the FY 2017-18 for Change in Scope under provisions of Article16 of Concession Agreement. Authority has approved and reimbursed Rs 1,221 lakhs against the said claim of change of scope (COS).

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Note 41 - Related Party Disclosure

Sr. No Name of the party Nature of relationship1) Shapoorji Pallonji and Company Private Limited Ultimate Holding Company2) Shapoorji Pallonji Roads Private Limited Holding Company3) Shapoorji Pallonji Infrastructure Capital Company Private Limited Holding Company - Second level4) Afcons Infrastructure Limited Associate of Ultimate Holding Company5) Shapoorji Pallonji Cement (Gujarat) Private Limited Fellow Subsidiary of Holding Company6) Shapoorji Pallonji Solar Holding Private Limited. Fellow Subsidiary of Holding Company7) Shapoorji Pallonji Infrastructure (Gujarat) Private Limited Fellow Subsidiary of Holding Company8) Forvol International Services Limited Subsidiary of Ultimate Holding Company9) Mr. Ananda Narayanan Key Managerial Personnel (upto June 30, 2020)10) Mr. Sanjiv Puri Key Managerial Personnel (Upto September 30, 2019)11) Mr. Adarsh Panhotra Key Managerial Personnel (From November 7, 2019 to March 2, 2020)12) Ms. Mrunal Vaidya Key Managerial Personnel13) Mr. Ritesh Dedhia Key Managerial Personnel (w.e.f. August 18, 2020)14) Mr. Bhupesh Gupta Key Managerial Personnel (w.e.f. June 24, 2020)

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Note 41 - Related Party Disclosure (cont.)

Sr. No Transactions during the year

Ultimate Holding Company

Holding Company

Holding Company - Second level

Fellow Subsidiary of Holding Company


Subsidiary of Ultimate Holding Company

Key Managerial Personnel

1 Construction cost - (95.65)

2 Advisory fees 109.00 218.00 (118.00) (236.00)

3 Operation and maintenance charges 1,972.62 (1,878.39)

4 Major Mainteanance Expenses (Refer Note 41) 3,044.93

(-)5 Travelling expenses 0.66

(7.26) 6 Interest Income 729.37 111.45

(765.00) (-)7 Interest expense -

(31.19) 8 Service fees 134.04

(128.77) 9 BG Commission -

(12.98) 10 Reimbursement of Expenditure 0.47 2.48

(0.59) (-)11 Borrowings -

(95.00) 12 Borrowings repaid -

(477.75) 13 Loans given - 10,711.50

(-)14 Loan given received back 9,000.00 1,028.50

(-) (-)15 Mobilisation advance given 1,356.10

(-)16 Mobilisation advance recovered 424.15

(-)17 Managerial Remuneration 25.52

(46.40)

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Note 41 - Related Party Disclosure (cont.)

Sr. No Closing balancesUltimate Holding Company

Holding Company

Holding Company - Second level



Subsidiary of Ultimate Holding Company

1 Loan given (Refer Note Below) - 9,683.00 (9,000.00) (-)

2 Interest receivable - 1,466.26 (688.50) (-)

3 Interest payable - (28.07)

4 Reimbursement of Expenditure payable

0.57

(0.64) 5 Mobilisation Advance 931.95

(-)6 Trade payables 2,008.19 46.25 92.50 291.49 -

(1,992.90) (-) (-) (153.76) (0.23) 7 Retention payable 167.18 129.03

(167.18) (74.66)

Note: As a result of “Amendment Cum Assignment & Novation Agreement” entered among Shapoorji Pallonji And Company Private Limited (SPCPL) and Shapoorji Pallonji Infrastructure (Gujarat) Private Limited (SP Gujarat), and as a confirming party by SP Jammu Udhampur Highway Ltd (SP Juhi) on 15.03.21, the inter corporate loan of Rs 9,000 lakhs along with interest of Rs 1,363.16 lakhs accrued till the date of the agreement, owed by “SPCPL” to “SP Juhi” has been assigned to “SP Gujarat” w.e.f the date of the said agreement.Now, all obligations and liabilities of “SPCPL” under the loan agreement towards “ SP Juhi” shall forthwith be assumed and performed by “SP Gujarat”. Further, all benefits, title, entitlements, rights, facilities granted, conferred or exercisable by “SP Juhi” against “SPCPL” under the loan agreement shall be assured to, assumed , enjoyed and exercised by “SP Juhi” against “SP Gujarat”.

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Note 42:

A. Accounting classification and fair values

As at March 31, 2021 FVTPL FVTOCI Amortised Cost

Total Level 1 Level 2 Level 3 Total

Financial assets Non-current

Trade Receivables - - 1,32,116.42 1,32,116.42 - - - - Security deposits - - 28.29 28.29 - - - -

Current - Current Investments 23,941.32 - - 23,941.32 23,941.32 - - 23,941.32 Trade Receivables - - 40,380.00 40,380.00 - - - - Cash and cash equivalents - - 22.36 22.36 - - - - Bank Balances other than Cash & Cash equivalents - -

2,805.27 2,805.27 - - - -

Loans - - 9,683.00 9,683.00 - - - - Other Financial assets - - 2,473.96 2,473.96 - - - -

23,941.32 - 1,87,509.30 2,11,450.61 23,941.32 - - 23,941.32

Financial liabilities Non - Current

Borrowings - - 1,86,754.13 1,86,754.13 - - - - Current

Borrowings - - 1,042.05 1,042.05 - - - - Trade Payables - - 2,512.06 2,512.06 - - - - Other Current financial liabilities - - 18,552.07 18,552.07 - - - -

- - 2,08,860.31 2,08,860.31 - - - -

As at March 31, 2020 FVTPL FVTOCI Amortised Cost

Total Level 1 Level 2 Level 3 Total

Financial assets Non-current

Trade Receivables - - 1,40,856.20 1,40,856.20 - - - - Security deposits - - 2.13 2.13 - - - -

Current - Current Investments 21,241.73 - - 21,241.73 21,241.73 - 21,241.73 Trade Receivables - - 40,380.00 40,380.00 - - - - Cash and cash equivalents - - 9.24 9.24 - - - - Bank Balances other than Cash & Cash equivalents - - 2,670.22 2,670.22 - - - - Loans - - 9,000.00 9,000.00 - - - - Other Financial assets - - 744.06 744.06 - - - -

21,241.73 - 1,93,661.85 2,14,903.58 21,241.73 - - 21,241.73

Financial liabilities Non - Current

Borrowings 2,00,728.45 2,00,728.45 - - - - Current

Borrowings 939.50 939.50 - - - - Trade Payables 2,253.17 2,253.17 - - - - Other Current financial liabilities 16,852.50 16,852.50 - - - -

- - 2,20,773.62 2,20,773.62 - - - -

FVTPL - Fair Value Through Profit and Loss FVTOCI - Fair Value Through Other Comprehensive Income


Financial instruments – Fair values and risk management

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value

Carrying amount Fair value

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B. Measurement of fair values

Valuation technique and key inputs used to determine Fair Value:A. Level 1: Mutual funds - Quoted price in the active market.B. Level 2: (a) Derivative instruments – Present value technique using forward exchange rates at the end of reporting period.(b) Preference shares – Future cash flows are discounted using market rates as at reporting date.C. Other investment - Using fair value rate based on discounted cash flow method.

Financial Risk Management FrameworkThe Company's activities expose it to a variety of financial risks mainly liquidity risk.CREDIT RISK

The Company has Trade Receivables of Rs 1,72,496.42 (lakhs) ( Previous year Rs 1,81,236.20 (lakhs))

LIQUIDITY RISK(i) Liquidity risk management

(ii) Maturities of financial liabilities

Less than 1 Year

1-3 Years 3 Years to 5 Years

5 years and above

INR INR INR INRNon-derivative financial liabilitiesMarch 31, 2021Borrowings - Non - current liabilities - 48,300.00 39,100.00 99,354.13 Borrowings- current liabilities 1,042.05 - - - Trade Payables 2,512.06 - - - Other Current financial liabilities 18,552.07 - - - Total 22,106.18 48,300.00 39,100.00 99,354.13

March 31, 2020Borrowings - Non - current liabilities 45,100.00 35,700.00 1,19,928.45 Borrowings- current liabilities 939.50 - - - Trade Payables 2,253.17 - - - Other Current financial liabilities 16,852.50 - - -

Total 20,045.17 45,100.00 35,700.00 1,19,928.45

(iii) Maturities of financial assets

Less than 1 Year

1-3 Years 3 Years to 5 Years

5 years and above

INR INR INR INRNon-derivative financial assetsMarch 31, 2021Trade receivables - Non current 47,260.02 70,807.36 14,049.04Trade receivables -current 40,380.00 - - - Other financial assets - Non Current - - - 28.29Cash and cash equivalents 22.36 - - - Bank balances other than above 2,805.27 - - - Loans 9,683.00 - - - Other financial assets - Current 2,473.96 - - - Total 55,364.59 47,260.02 70,807.36 14,077.33

March 31, 2020Trade receivables - Non current 38,363.64 23,486.08 79,006.48Trade receivables -current 40,380.00 - - - Other financial assets - Non Current - - - 2.13Cash and cash equivalents 9.24 - - - Bank balances other than above 2,670.22 - - - Loans 9,000.00 - - - Other financial assets - Current 744.06 - - - Total 52,803.52 38,363.64 23,486.08 79,008.61

Particulars

The following table details the Company’s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractualmaturities of the financial assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company’s liquidity riskmanagement as the liquidity is managed on a net asset and liability basis.

(i) Credit risk managementCredit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy ofonly dealing with creditworthy counterparties and obtaining sufficient collateral , where appropriate, as a means of mitigating the risk of financial loss from defaults.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework forthe management of the Company’s short-, medium- and long-term funding and liquidity management requirements. The Company manages liquidity risk bymaintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching thematurity profiles of financial assets and liabilities.

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amountdisclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

Particulars

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(vii) Market RiskMarket risk refers to the risk of adverse market conditions affecting the profitability of the company.

Management PerceptionSince the company is formed as a special purpose vehicle and has been awarded a concession agreement for construction and maintenance of four laning of road fromJammu to Udhampur on annuity basis in the state of Jammu and Kashmir, the company doesn’t perceive such risk

(iv) Operational RiskThe Company relies on its group company for meeting the quality and operational standards as per the concession agreement for its operation and maintenance activitythrough the year.

Management Perception Since the entire operation and maintenance activity is done by the group company, the company doesn’t find any operational risk for meeting the quality and operationalstandards as per the concession agreement.

(v) Interest Rate RiskInterest rate risk is the risk that company faces due to unfavourable movement in the interest rates. Such rises in the interest rates mostly affect companies havingfloating rate loans or companies investing in debt securities

Management Perception In order to manage this risk and overcome it, the company shall exercise prudence in its cash flow management. Further the company doesn’t perceive any such risk asthe company has issued fixed coupon debentures which are listed in the stock exchange.

(vi) Industry Risk Industry risk refers to effect of changes in the performance of the specific industry / sector in the wider economy

(viii) Currency RiskCurrency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.

Management PerceptionSince the company does not have any foreign currency exposure, the company doesn’t perceive such risk. Foreign currency exposure was not hedged at the reportingdate.

Management Perception The company is incorporated solely for domiciling a single project & is an annuity-based project with a fixed revenue stream from NHAI. Therefore, it is insulatedfrom the broader fluctuations in the performance of the sector in the broader economy.

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Note 43:Disclosure pursuant to Ind AS 115 “Revenue from Contracts with Customers”



1 Revenue from operations• Construction contracts 31,640.21 29,524.18

31,640.21 29,524.18

2 - -

3 Disaggregate Revenue



Revenue based on market or customer typeGovernment / bodies established by Government 31,640.21 29,524.18 Other than Government - -

31,640.21 29,524.18

Revenue based on its geographical locationWithin India 31,640.21 29,524.18 Overseas locations - -

31,640.21 29,524.18

Revenue based on its timing of recognitionPoint in time - - Over a period of time 31,640.21 29,524.18

31,640.21 29,524.18

4 The Company derives its revenue from annuity income from NHAI as per the terms of the concession agreement over a period of time.

5 Contract balances



Contract Assets Amount due from Customers under Construction contracts * 1,72,496.42 1,81,236.20 Total contract assets (A) 1,72,496.42 1,81,236.20

Contract Liabilities Advance from contractees ** - -

Contract Liabilities - Amount Due to Customer under construction contracts - - Total contract liabilities (B) - -

Net Contract Balances (A) - (B) 1,72,496.42 1,81,236.20

Details of revenue from contracts with customers recognised by the Company, net of indirect taxes inits statement of Profit and loss.

Impairment loss on contract assets / trade receivables recognised in the Statement of profit and lossbased on evaluation under Ind AS 109

The table below presents disaggregated revenues from contracts with customers by contract-type or customer type and timing of recognition.

The Company generates its revenue from annuity income from NHAI,

The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows areaffected by industry, market and other economic factors.

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

* Contract assets includes amounts related to contractual right to consideration for completed performance obligations not yet invoiced.** Contract liabilities include payments received in advance of performance under the contract, and are realized with the associated revenuerecognized under the contract.

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Disclosure pursuant to Ind AS 115 “Revenue from Contracts with Customers” (Contd…)

6 Reconciliation of contracted price with revenue during the year Year ended 31.03.2021


Opening contracted price of orders as at April 01, 2020 6,89,287.59 6,89,287.59 Add:Fresh orders / Change orders received (net) - - Less:Orders completed during the year - - Closing contract price of orders at March 31, 2021 6,89,287.59 6,89,287.59

Total Revenue recognised during the year 31,640.21 29,524.18 Less: Revenue out of the order completed during the year - - Revenue out of orders under execution at the end of year 31,640.21 29,524.18 Revenue recognised up to previous year 4,06,153.80 3,76,629.61 Balance revenue to be recognised in future 2,51,493.58 2,83,133.79

7 Transaction price allocated to the remaining performance obligations

Particulars Year ended 31.03.2021


• Construction contracts - -

8 Cost to obtain the contract (i) Amount of amortisation recognised in Profit and Loss statement during the year 2020-21 : Rs Nil.(ii) Amount recognized as assets as at March 31,2021: Rs Nil.

The following table shows the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied.

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Note 44 - Micro Small and Medium Enterprises

Note 46 – Impairment Testing

FY 2020-21

Construction/acquisition of any asset 25.00 - - On purposes other than above 127.00 - -

FY 2019-20

Construction/acquisition of any asset - - - On purposes other than above 25.00 - -

Note 48: Managerial Remuneration

Note 49: Accounting standards issued but not yet effective

Note 50: Note on Assessment of COVID-19

Note 51: Comparative Accounts for the Previous Year

(a) An amount of Rs. Nil (Previous year Nil) and Rs. 0.00 lakhs (Previous year Nil) was due and outstanding to suppliers as at the end of theaccounting year on account of Principal and Interest respectively.(b) No interest was paid during the year in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 and noamount was paid to the supplier beyond the appointed day.(c) Interest of Rs. 0.00 (Previous Year Nil) is due and payable for the period of delay in making payment but without adding the interestspecified under the Micro, Small and Medium Enterprises Development Act, 2006(d) Interest of Rs. 0.00 (Previous year Nil) was accrued and unpaid at the end of the accounting year.(e) No further interest remaining due and payable even in the succeeding years for the purpose of disallowance of a deductible expenditure undersection 23 of the Micro, Small and Medium Enterprises Development Act, 2006The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified onthe basis of information collected by the management.

Note 45 - Segmental Reporting (Ind – AS 108)The Company has only one reportable business segment and has its operations within India. Consequently, the company does not have business /geographical segments.

As per provisions of Section 135 and Schedule VII of the Companies Act, 2013, the gross amount required to be spent by the company duringthe financial year 2021-22 is Rs. 159.80 lakhs [ Previous year- Rs 152 lakhs].Further, the details of expenditure incurred and yet to be incurred(on cummulative basis) are as under :

Figures of the previous year have been reclassified wherever necessary to confirm to the current year's classification

The carrying amount of the Company’s property, plant and equipment is assessed by the management at each reporting date and they do notforesee any impairment in the value thereof.

Note 47 - Corporate Social Responsibility

Particulars Incurred and paid Yet to be incurred Cummulative

yet to be incurred

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification whichwould have been applicable to the Company from April 1, 2020.

Pursuant to the provisions of the Companies Act, 2013, during the F.Y. 2020-21 the Company has paid managerial remuneration, to the

Manager appointed by the Company from time to time, totalling to Rs. 25.52 Lakh (Previous Year- Rs. 46.40 Lakh) and the same is within the

limit of 5% as prescribed in the first proviso of Section 197(1) of the Companies Act, 2013 (“Act”). The net profit of the Company has been

computed in the manner laid down in Section 198 of the Act

The Company has assessed the impact of COVID-19, to the extent possible, on its operations as well its financial statements as at March 31,

2021. There is no material impact on the financial statements due to the changes in the operational controls and processes followed by the

Company during the COVID-19 pandemic which has been prevailing with varying degree throughout the year with corresponding restrictions

imposed by local administration. The Company will however continue to closely monitor any material changes to the future economic conditions

that may have any impact on its business and financial position.

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SP JAMMU UDHAMPUR HIGHWAY LIMITED (Formerly Known as SP JAMMU UDHAMPUR HIGHWAY PRIVATE LIMITED)

Pursuant to regulation 53(f) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

Related Party Disclosures:

Sr No. Name of Party Nature of relationship 1 Shapoorji Pallonji and Company Private

Limited Ultimate Holding Company

2 Shapoorji Pallonji Roads Private Limited Holding Company 3 Shapoorji Pallonji Infrastructure

Capital Company Private Limited Holding Company - Second level

4 Afcons Infrastructure Limited Associate of Ultimate Holding Company 5 Shapoorji Pallonji Cement (Gujarat)

Private Limited Fellow Subsidiary of Holding Company

6 Shapoorji Pallonji Solar Holding Private Limited.


7 Shapoorji Pallonji Infrastructure (Gujarat) Private Limited


8 Forvol International Services Limited Subsidiary of Ultimate Holding Company

9 Mr. Ananda Narayanan Key Managerial Personnel (upto June 30, 2020)

10 Mr. Sanjiv Puri Key Managerial Personnel (Upto September 30, 2019)

11 Mr. Adarsh Panhotra Key Managerial Personnel (From November 7, 2019 to March 2, 2020)

12 Ms. Mrunal Vaidya Key Managerial Personnel

13 Mr. Ritesh Dedhia Key Managerial Personnel (w.e.f. August 18, 2020)

14 Mr. Bhupesh Gupta Key Managerial Personnel (w.e.f. June 24, 2020)

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Details of transactions with related party during the year ended 31st March, 2021:

(In Rupees) Particulars FY 2020-21 FY 2019-20

A) Expenses Incurred: Maximum amount

outstanding during the

year

Amount Outstanding at

the year end

Maximum amount

outstanding during the

year

Amount Outstanding

at the year end

Advances Given NIL NIL NIL NIL

Loans Given

Shapoorji Pallonji and Company Private Limited

900,000,000 NIL 900,000,000 900,000,000

Shapoorji Pallonji Infrastructure (Gujarat) Private Limited

900,000,000 900,000,000 NIL NIL

Shapoorji Pallonji Solar Holding Private Limited.

171,150,000 68,300,000 NIL NIL

Investments Made Shapoorji Pallonji and Company Private Limited

NIL NIL NIL NIL

Shapoorji Pallonji Infrastructure Capital Company Private Limited

NIL NIL NIL NIL

Shapoorji Pallonji Roads Private Limited

NIL NIL NIL NIL

For SP Jammu Udhampur Highway Limited

Sd/- Sd/-

Mukundan Srinivasan Shankar Krishnan Director Director Din No. 00276429 Din No. 03316009

Sd/- Sd/-

Ritesh Dedhia Mrunal Vaidya Chief Financial Officer Company Secretary

Mem No. A39492

Sd/- Bhupesh Gupta

Place: Mumbai Manager Date: May 26, 2021

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