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Brahmaputra Infrastructure Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

(ii) There are no reconciliation items between the opening and closing balances in the balance sheet for liabilities arising from financing activities.

(iii) The above Cash Flow Statement has been prepared in accordance with the "Indirect Method" as set out in the Ind AS - 7 on "Cash Flow Statements" specified under Section 133 of the Companies Act, 2013, as applicable.

(iv) The accompanying notes 1 to 54 are an integral part of these financial statements.

i. The company has not carried out any revaluation of property, plant and equipment for the year ended March 31, 2025 and March 31, 2024.

ii. All property, plant and equipment, are subject to charge against secured borrowings of the company referred in notes as secured term loans from others and secured term loans from banks and bank overdrafts.

iii. There are no impairment losses recognised during the year.

iv. There are no exchange differences adjusted in property, plant & equipment.

C. Estimation of Fair Values

Some disputes arose with the Landowners namely M/s Assam Vegetable & oil Product Limited and M/s. Sati Oil Udyog Limited with the Company arising out of the Development Agreement dtd 09.12.2009 pertaining to City Center Mall, Guwahati.

The Sole Arbitrator was appointed by the Hon''ble High Court vide its judgment dt 02.09.2021 and accordingly, the Sole Arbitrator, Hon''ble Mr. Justice Amitava Roy, Retd Judge of Supreme Court of India, had convened 1st sitting of Arbitration proceeding on 09.10.2021 and had prepared a time schedule of steps.

At present, the pleading part have already been completed and the evidences of affidavit has also been submitted. Meanwhile, the mandate of the Hon''ble Arbitrator was lapsed and the Claimant filled petition before the Hon''ble Gauhati High Court in July 2024 for further extension of time, which is pending as on date before the Hon''ble Court.

D. Leasing Arrangements

The Company has given its premises on cancellable operating lease to its franchisee. the above premises is treated as investmenty property under the proviosion of Ind AS 40 "Investment Property".

Lease receipts recognized in the Statement of profit and loss (including of depreciation of Rs. 0.94 crore (March 31,2024: Rs. 0.94 crore) during the year amounts to Rs. 12.41 crore (March 31,2024: Rs 12.82 crore)

.E. Pledged Details

The Investment property are provided as security against the secured borrowings of the Company as details mentioned in Note No. 20 of the financial statements.

(iv) Total Current and Non-Current Trade receivables Rs. 54.35 Crore as at 31 March 2025, which represent various claims raised in the earlier years in respect of projects substantially closed and where the claims are currently under negotiation//s / discussions / arbitration / litigation. Based on legal opinion / past experience with respect to such claims, management is of the view that the aforementioned all of the balances are fully recoverable.

(v) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates and details of the transaction mentioned in Note No. 45."

a) Terms and rights attached to equity shares Voting

"The Company has two class of share capital, i.e. equity shares and preference shares having face value of Rs. 10 per share. Each share holder of equity shares in entitled to one vote per share held."

Dividends

During the year ended March 31,2025, the company has recorded per share dividend of Rs. Nil (March 31,2024 Nil) to its equity holders. Liquidation

In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remaining assets of the Company after distribution of all preferential amounts, if any. Such distribution amounts will be in proportion to the number of equity shares held by the shareholders.

e) . No class of shares have been bought back by the company during the period of five years immediately preceding the reporting date.

f) . The aggregate shareholding of the Promoters and members of the Promoter Group as of March 31,2025 was 2,14,88,680 equity shares

of â10 each representing 74.05% of the paid-up equity share capital of the Company.

In aggregate, pledge has been created on 2,14,88,680 equity shares held by Promoter Companies, representing 74.05% of the paid-up equity share capital of the Company.

g) . Terms and rights attached to preference shares

Voting

The preference shares do not carry any voting rights.

Dividends

Preference shares have preferential right of dividend over equity shares in event of declaration of dividend. These shares carry dividend rate of 0.01%. The dividend is payable only when the Company declares dividend during a particular financial year

T erms of conversion/redemption OCCPS

- The OCCPS shall be cumulative, non participating and convertible in nature till 28.03.2025, no conversion done by lenders till 31st March 2025.

''- The objective of the issue is to issue Optionally Convertible preference shares for conversion of outstanding loans in to Optionally Convertible Cumulative Preference shares (OCCPS) As per the applicable provisions of the Companies Act, 2013 and Master Restructuring Agreement dated 07.08.2023 entered into between the Company and Consortium of Bankers along with sanction letters of all the lenders i.e. Indian Overseas Bank, Indian Bank, Punjab National Bank, Union Bank of India, dated 28.07.2023, 05.04.2023, 06.03.2023,04.07.2023 respectively; Consent of the members of the

Company be and is hereby accorded to convert the outstanding loans of ^ 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-Five Lakh Forty-seven Thousand Three Hundred and Thirty Four) into 56,989,216 (Five Crores Sixty Nine Lacs Eighty Nine Thousand Two Hundred Sixteen) Optionally Convertible Cumulative preference shares (OCCPS) at issue Price ^ 33.63 (âOCCPSâ) each fully paid-up, aggregating up to ^ 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-five Lakh Forty-Seven Thousand Three Hundred and Thirty Four) .â

- Rate of Dividend - 0.01 %

- Hence Conversion rights are closed now remaining OCCPS are repayable till March 31,2034 , repayment will start onwards June 2027.

Nature and purpose of other reserves:

(i) Securities Premium

Securities premium has been created upon issue of shares at premium. The reserve shall be utilized in accordance with the provisions of the Companies Act, 2013.

(ii) General Reserve

The company appropriates a portion to general reserves out of the profits either as per the requirements of the Companies Act 2013 (''Act'') or voluntarily to meet future contingencies. The said reserve is available for payment of dividend to the shareholders as per the provisions of the Companies Act, 2013.

(iii) Retained Earnings

Retained earnings are the accumulated profits earned by the Company till date, less transfer to general reserves, dividend (including dividend distribution tax) and other distributions made to the shareholders.

iv) Other Comprehensive Income

The company recognizes change on account of remeasurement of the net defined benefit liability as part of other comprehensive income with separate disclosure, which comprises of:

- actuarial gains and losses;

- return on plan assets, excluding amounts included in net interest on the net defined benefit liability; and

- any change in the effect of the asset ceiling excluding amounts included in net interest on the net defined benefit liability.

Common Securities:

Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Sanjay Kumar Mozika Corporate Guarantee of M/ s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited. Promoters and promoter group to pledge their entire unencumbered shareholding in favor of lenders. In terms of sanction of MRA dated 07.08.2023 100% Shareholding of promoters have been pledged.

41. Contingent liabilities and commitments

Guarantee:

i) Guarantees given by banks towards performance, financial and contractual commitments on behalf of the Company Rs. 93.21 Crores (previous year Rs 82.38 Crores).

Other cases :

ii) The balance of security deposit/ retention money, earnest money, withheld money, trade receivables, loans & advances and trade payables are subject to their confirmation.

iiii) M/s. Pushpa Sales Private Limited (MSME Registered Company) filed a case against the Company before the MSME Bench , on dated 17-02-2020 MSME Bench passed an order and signed on dated 28-05-2020 against the Company and direct to pay Rs. 25,16,742/-(Principal amount) and Rs. 13,13,612/- (Interest amount) ; Company filed an appeal on that matter in the Higher Court and paid an total amount Rs. 17,56,033 /- and balance amount deposited under protest in the form of FDR which is encashed by appellant of an total amount Rs. 11,16,732 /- . Appeal Proceedings are pending in the office of respective authority.

iv) GST Demand raised in state of Assam of an total amount Rs. 6.96 Crores matter pending with appellate authorities

v) Service Tax Demand outstanding amount of Rs. 1.69 Crores pertaining to various years said matter pending with Saket Court New Delhi.

43. Employee benefits

The company contributes to the following post-employment defined benefit plans in India.

(i) Defined contribution plans:

The company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and EDLI, which are defined contribution plans. The company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue.

(ii) Defined benefit plan:

Gratuity

"The Company operates a post-employment defined benefit plan for Gratuity. This plan entitles an employee to receive half month''s salary for each year of completed service at the time of retirement/exit. The gratuity liability is entirely unfunded. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional employee benefit entitlement and measures each unit separately to build up the final obligation."

The most recent actuarial valuation of present value of the defined benefit obligation for gratuity were carried out as at March 31,2025. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

E. Sensitivity Analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

Sensitivity due to mortality is not material and hence impact of change not calculated. Sensitivity as to rate of inflaton, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

"Description of risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow -

A) Salary increases-

Actual salary increases will increase the Plan''s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

B) Investment risk -

If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

C) Discount rate:

Reduction in discount rate in subsequent valuations can increase the plan''s liability.

D) Mortality& disability -

Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

E) Withdrawals -

Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan''s liability."

44. Segment Information

A. Basis of Segment

Segment information is presented in respect of the company''s key operating segments. The operating segments are based on the company''s management and internal reporting structure. The chief operating decision maker identifies primary segments based on the dominant source, nature of risks and returns and the internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly. All operating segments'' operating results are reviewed regularly by the board of directors to make decisions about resources to be allocated to the segments and assess their performance.

The ''Board of Directors'' have been identified as the Chief Operating Decision Maker (''CODM''), since they are responsible for all major decision w.r.t. the preparation and execution of business plan, preparation of budget, planning, expansion, alliance, joint venture, merger and acquisition, and expansion of any facility.

The Company''s board examines the Company''s performance both from a product and geographic perspective and have identified the following reportable segments of its business:

The Company''s board reviews the results of each segment on a quarterly basis. The Company''s board of directors uses Profit before tax to assess the performance of the operating segments.

B. Information about reportable segments

Segment assets, segment liabilities and Segment profit and loss are measured in the same way as in the financial statements.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit (before tax), as included in the internal management reports that are reviewed by the Company''s Board of Directors. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing, if any, is determined on an arm''s length basis.

D. Geographical Segment

Since the Company deals in single geographical area, there are no separate reportable geographical segments and accordingly disclosures related to geographical segments are not provided.

Level 1: It includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level

3. The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments.

The Company''s borrowings have been contracted at floating rates of interest. Accordingly, the carrying value of such borrowings (including interest accrued but not due) which approximates fair value.

The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other financial assets and liabilities, approximates the fair values, due to their short-term nature. Fair value of financial assets which includes bank deposits (due for maturity after twelve months from the reporting date) and security deposits is similar to the carrying value as there is no significant differences between carrying value and fair value.

The fair value for security deposits was calculated based on discounted cash flows using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

Valuation processes

The Management performs the valuations of financial assets and liabilities required for financial reporting purposes on a periodic basis, including level 3 fair values.

b) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk

â¢ Liquidity risk

â¢ Interest rate risk

Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors have Authorised senior management to establish the processes and ensure control over risks through the mechanism of properly defined framework in line with the businesses of the company.

The Company''s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Company has policies covering specific areas, such as interest rate risk, foreign currency risk, other price risk, credit risk, liquidity risk, and the use of derivative and non-derivative financial instruments. Compliance with policies and exposure limits is reviewed on a continuous basis.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.

The Company''s credit risk is primarily to the amount due from customer and investments. The Company maintains a defined credit policy and monitors the exposures to these credit risks on an ongoing basis. Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with scheduled commercial banks with high credit ratings assigned by domestic credit rating agencies.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the economic environment in which it operates. The Company manages its Credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.

On adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivable. The management uses a simplified approach (i.e. based on lifetime ECL) for the purpose of impairment loss allowance, the company estimates amounts based on the business environment in which the Company operates, and management considers that the trade receivables are in default (credit impaired) when counterparty fails to make payments for receivable more than 365 days past due. However, the Company based upon historical experience determine an impairment allowance for loss on receivables.

"Trade receivables as at year end primarily relate to revenue generated from rendering of services. Trade receivables are generally realized within the credit period."

This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors. Further, the Company does not anticipate any material credit risk of any of its other receivables.

b). Financial Risk Management (Continued)

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.

The Company believes that its liquidity position, including total cash (including bank deposits under lien and excluding interest accrued but not due) of Rs.29.30 crore as at March 31, 2025 (March 31, 2024: Rs. 17.20 crore) and the anticipated future internally generated funds from operations will enable it to meet its future known obligations in the ordinary course of business.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company''s policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash and funding from group companies to meet its liquidity requirements in the short and long term.

The Company''s liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Companyâs liquidity position on the basis of expected cash flows.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and includes interest accrued but not due on borrowings.

(iii) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, the Company mainly has exposure to one type of market risk namely: interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs main interest rate risk arises from long-term and short term borrowings with variable interest rates, which expose the Company to cash flow interest rate risk.

Exposure to interest rate risk

The Companyâs interest rate risk arises majorly from the term loans from banks carrying floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Companyâs borrowing to interest rate changes as reported to the management at the end of the reporting year are as follows:

47. Capital management

For the purpose of the companyâs capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the company.

Management assesses the Companyâs capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

To maintain or adjust the capital structure, the company may return capital to shareholders, raise new debt or issue new shares.

The company monitors capital on the basis of the debt to capital ratio, which is calculated as interest-bearing debts divided by total capital (equity attributable to owners of the parent plus interest-bearing debts).

51. Other statutory informationâs

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii. The Company does not have any transactions with companies struck off.

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

iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

â¢ provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

vi. The Company does not receive any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

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

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

viii. Security

Working Capital Loans from Banks are secured by way of first pari-passu charge on stock, book debts, other current assets and additionally secured by a specific immovable property of the Company located at Guwahati. Statements of Current Assets filed by the Company with its bankers are in agreement with books of account.

ix. The social security code enacted in year 2020 has been deferred by a year. When enacted, this code will have an impact on Companyâs contribution to Provident Fund, Gratuity and other employee related benefits. The Company proposes to do an assessment at an appropriate time and make appropriate provisions accordingly.

x. Certain figures apparently may not add up because of rounding off, but are wholly accurate in themselves.

52. Ministry of Corporate Affairs (âMCAâ) notifies new standard or amendments to the existing standards. There are no standards that would have a material effect on financial statements for the year ended March 31,2025.

53. Figures have been rounded off to the nearest crore of rupees and these financial statements were authorized for issue by Board of Directors on May 17, 2025.

54. Previous yearâs notes / figures have been regrouped / rearranged as per the current yearâs presentation for the purpose of comparability.

Mar 31, 2024

C. Estimation of Fair Values

There arose some disputes with the Landowners namely M/s Assam Vegetable & oil Product Limited and M/s. Sati Oil Udyog Limited with the Company from the Development Agreement dtd 09.12.2009 pertaining to City Center Mall, Guwahati.

The Company raised certain disputes to the Landowners and thereafter vide its letter dated 01.10.2020, the Company proposed for settlement of disputes through Arbitration. The company filed arbitration petition before the Hon''ble High Court Guwahati on dtd. 27.11.2020 for the appointment of Arbitrator when the Landowners vide their letter dated 30.10.2020 denied for Arbitration. Due to the above, we have also not obtained independent valuations for investment property from external, independent property valuers, which were required to be done as per IND AS 40.

The Sole Arbitrator has been appointed by the Honâble High Court vide its judgment dt 02.09.2021. Accordingly, the Sole Arbitrator, Honâble Mr. Justice Amitava Roy, Retd Judge of Supreme Court of India, had convened 1st sitting of Arbitration proceeding on 09.10.2021 and had prepared a time schedule of steps. At the moment, the following activities have been done till date:

a) Statement of Claims & Statement of Defense from the both the Parties are completed.

b) Application filled by Landowners and the Company on inspection, production and discovery and application to bring the inspected and produced documents on record has been completed.

c) Points/issues for determination have been finalized.

D. Leasing Arrangements

The Company has given its premises on cancellable operating lease to its franchisee. the above premises is treated as investmenty property under the proviosion of I nd AS 40 "Investment Property".

Lease receipts recognized in the Statement of profit and loss (including of depreciation of Rs. 0.94 crore (March 31,2023: Rs. 0.94 crore) during the year amounts to Rs.12.82 crore (March 31,2023: Rs 11.85 crore)

E. Pledged Details

The Investment property are provided as security against the secured borrowings of the Company as details mentioned in Note No. 20 of the Financial statements.

(iv) Total Current and Non-Current Trade receivables Rs. 49.01 Crore as at 31 March 2024, which represent various claims raised in the earlier years in respect of projects substantially closed and where the claims are currently under negotiation/^ / discussions / arbitration / litigation. Based on legal opinion / past experience with respect to such claims, management is of the view that the aforementioned all of the balances are fully recoverable.

((a) As technically valued and certified by Management.

(b) retention/withheld by clients Receivables and arbitration and other claim receivables amounting to Rs. 3.90 Crore and Rs. 182.48 crore respectively as at 31 March 2024, which represent various claims raised in the earlier years in respect of projects substantially closed and where the claims are currently under negotiation/s/ discussion/ arbitration/ Litigation. Based on legal opinion/ past exoerience with respect to such claims, management is of the view that the aforementioned majority of

(c) Finished goods include inventory of city center mall projects, project has completed but inventories has not been sold due to the dispute between land owner and Company. The Application filed by Landowners and the Company on inspection, production and discovery is underway.

Footnotes:

(i) Trade receivable are non-interest bearing and are normally received in normal operating cycle.

(ii) Details of trade receivables from related parties are disclosed in notes to accounts

(iii) The Company''s exposure to credit and risk and loss allowances related to trade receivables are disclosed in note 46.

(iv) Total Current and Non-Current Trade receivables Rs. 49.01 Crore as at 31 March 2024, which represent various claims raised in the earlier years in respect of projects substantially closed and where the claims are currently under negotiations / discussions / arbitration / litigation. Based on legal opinion / past experience with respect to such claims, management is of the view that the aforementioned all of the balances are fully recoverable.

a) Terms and rights attached to equity shares Voting

Dividends

During the year ended March 31, 2024, the company has recorded per share dividend of Rs. Nil (March 31,2023 Nil) to its equity holders. Liquidation

Terms of conversion/ redemption OCCPS

"- The OCCPS shall be cumulative, non participating and convertible in nature till 28.03.2025.

''- The objective of the issue is to issue Optionally Convertible preference shares for conversion of outstanding loans in to Optionally Convertible Cumulative Preference shares (OCCPS) As per the applicable provisions of the Companies Act, 2013 and Master Restructuring Agreement dated 07.08.2023 entered into between the Company and Consortium of Bankers along with sanction letters of all the lenders i.e. Indian Overseas Bank, Indian Bank, Punjab National Bank, Union Bank of India, dated 28.07.2023, 05.04.2023, 06.03.2023 , 04.07.2023 respectively; Consent of the members of the

Company be and is hereby accorded to convert the outstanding loans of ? 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-Five Lakh FortySeven Thousand Three Hundred and Thirty Four) into 56,989,216 (Five Crores Sixty Nine Lacs Eighty Nine Thousand Two Hundred Sixteen) Optionally Convertible Cumulative reference shares (OCCPS) at issue Price ? 33.63 (âOCCPSâ) each fully paid-up, aggregating up to ? 19,16,547,334 (Rupees One Hundred and Ninety-One Crore SixtyFive Lakh Forty-Seven Thousand Three Hundred and Thirty Four) .â

e) . No class of shares have been bought back by the company during the period of five years immediately preceding the reporting date.

f) . The aggregate shareholding of the Promoters and members of the Promoter Group as of March 31,2024 was 2,14,88,680 equity shares

of â10 each representing 74.05% of the paid-up equity share capital of the Company.

In aggregate, pledge has been created on 2,14,88,680 equity shares held by Promoter Companies, representing 74.05% of the paid-up equity share capital of the Company.

g) . Terms and rights attached to preference shares

Voting

The preference shares do not carry any voting rights.

Dividends

Terms of conversion/redemption

"- The CRPS shall be cumulative, non-participating and non-convertible

- The objective of the issue is to issue preference shares against the Promoters'' Contribution brought in by the abovementioned entities in terms of Corporate Debt Restructuring Scheme approved by CDR Cell vide its letter of approval dated 17th December, 2014.â

- Rate of Dividend - 0.01 %- Terms of Redemption

- Redemption at par in accordance with Section 55 of the Act, out of profits available for distribution as dividend or out of proceeds of a fresh issue of shares made for the purpose of redemption

- Tenure of CRPS - 10 Years"

Terms of conversion/redemption OCCPS

Terms of conversion/ redemption OCCPS

"- The OCCPS shall be cumulative, non-participating and convertible in nature till 28.03.2025.

''- The objective of the issue is to issue Optionally Convertible preference shares for conversion of outstanding loans in to Optionally Convertible Cumulative Preference shares (OCCPS) As per the applicable provisions of the Companies Act, 2013 and Master Restructuring Agreement dated 07.08.2023 entered into between the Company and Consortium of Bankers along with sanction letters of all the lenders i.e. Indian Overseas Bank, Indian Bank, Punjab National Bank, Union Bank of India, dated 28.07.2023, 05.04.2023, 06.03.2023 , 04.07.2023 respectively; Consent of the members of the

Company be and is hereby accorded to convert the outstanding loans of k 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-Five Lakh Forty-seven Thousand Three Hundred and Thirty Four) into 56,989,216 (Five Crores Sixty Nine Lacs Eighty Nine Thousand Two Hundred Sixteen) Optionally Convertible Cumulative preference shares (OCCPS) at issue Price k 33.63 (âOCCPSâ) each fully paid-up, aggregating up to k 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-five Lakh Forty-Seven Thousand Three Hundred and Thirty Four) .â

- Rate of Dividend - 0.01 %

Nature and purpose of other reserves:

(i) Securities Premium

Securities premium has been created upon issue of shares at premium. The reserve shall be utilized in accordance with the provisions of the Companies Act, 2013.

(ii) General Reserve

(iii) Retained Earnings

iv) Other Comprehensive Income

The company recognizes change on account of remeasurement of the net defined benefit liability as part of other comprehensive income with separate disclosure, which comprises of:

- actuarial gains and losses;

- return on plan assets, excluding amounts included in net interest on the net defined benefit liability; and

- any change in the effect of the asset ceiling excluding amounts included in net interest on the net defined benefit liability.

Common Securities:

Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Sanjay Kumar Mozika Corporate Guarantee of M/s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited. Promoters and promoter group to pledge their entire unencumbered shareholding in favor of lenders. In terms of sanction of MRA dated 07.08.2023 100% Shareholding of promoters have been pledged.

41. Contingent liabilities and commitments

Guarantee:

i) Guarantees given by banks towards performance, financial and contractual commitments on behalf of the Company Rs. 82.38 Crores (previous year Rs 77.04 Crores).

Other cases :

ii) The balance of security deposit/ retention money, earnest money, withheld money, trade receivables, loans & advances and trade

payables are subject to their confirmation. )

iv) GST Demand raised in state of Assam of an total amount Rs. 6.96 Crores matter pending with appellate authorities

v) GST Demand raised in state of Bihar of an total amount Rs. 0.10 Crores matter pending with appellate authorities

(ii) Defined benefit plan:

Gratuity

The most recent actuarial valuation of present value of the defined benefit obligation for gratuity were carried out as at March 31,2024. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

C. Plan Assets

The scheme is unfunded and the unfunded accrued cost is recognised through a reserve in the Accounts of the Company.

D. Actuarial Assumptions

a) Economic Assumptions

The principal assumptions are the discount rate and salary growth rate. The discount rate is based upon the market yields available on government bonds at the accounting date with a term that matches that of liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis. Valuation assumptions are as follows which have been selected by the company.

E. Sensitivity Analysis

Sensitivity due to mortality is not material and hence impact of change not calculated. Sensitivity as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

"Description of risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow -

A) Salary increases-

Actual salary increases will increase the Plan''s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

B) Investment risk -

If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

C) Discount rate:

Reduction in discount rate in subsequent valuations can increase the plan''s liability.

D) Mortality & disability -

Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

E) Withdrawals -

Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan''s liability."

44. Segment Information

A. Basis of Segment

The Company''s board examines the Company''s performance both from a product and geographic perspective and have identified the following reportable segments of its business:

The Company''s board reviews the results of each segment on a quarterly basis. The Company''s board of directors uses Profit before tax to assess the performance of the operating segments.

B. Information about reportable segments

Segment assets, segment liabilities and Segment profit and loss are measured in the same way as in the financial statements.

Level 1: It includes financial instruments measured using quoted prices.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments.

The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other financial assets and liabilities, approximates the fair values, due to their short-term nature. Fair value of financial assetswhich includes bank deposits (due for maturity after twelve months from the reporting date) and security deposits is smiliar to the carrying value as there is no significant differences between carrying value and fair value.

The fair value for security deposits were calculated based on discounted cash flows using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

Valuation processes

The Management performs the valuations of financial assets and liabilities required for financial reporting purposes on a periodic basis, including level 3 fair values.

b) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk

â¢ Liquidity risk

â¢ Interest rate risk

Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors have authorised senior management to establish the processes and ensure control over risks through the mechanism of properly defined framework in line with the businesses of the company.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities.

"Trade receivables as at year end primarily relate to revenue generated from rendering of services. Trade receivables are generally realized within the credit period."

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company believes that its liquidity position, including total cash (including bank deposits under lien and excluding interest accrued but not due) of Rs.17.20 crore as at March 31,2024 (March 31,2023: Rs. 11.66 crore) and the anticipated future internally generated funds from operations will enable it to meet its future known obligations in the ordinary course of business.

The Company''s liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Company''s liquidity position on the basis of expected cash flows.

(iii) Market risk

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s main interest rate risk arises from long-term and short term borrowings with variable interest rates, which expose the Company to cash flow interest rate risk.

Exposure to interest rate risk

The Company''s interest rate risk arises majorly from the term loans from banks carrying floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Company''s borrowing to interest rate changes as reported to the management at the end of the reporting year are as follows:

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

Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

To maintain or adjust the capital structure, the company may return capital to shareholders, raise new debt or issue new shares.

51. Other statutory informationâs

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii. The Company does not have any transactions with companies struck off.

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

iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

â¢ provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

vi. The Company does not receive any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

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

viii. Security

ix. The social security code enacted in year 2020 has been deferred by a year. When enacted, this code will have an impact on Company''s contribution to Provident Fund, Gratuity and other employee related benefits. The Company proposes to do an assessment at an appropriate time and make appropriate provisions accordingly.

x. Certain figures apparently may not add up because of rounding off, but are wholly accurate in themselves.

53. Figures have been rounded off to the nearest crore of rupees and these financial statements were authorized for issue by Board of Directors on May 30, 2024.

54. Previous year''s notes / figures have been regrouped / rearranged as per the current year''s presentation for the purpose of comparability.

Mar 31, 2023

Contingent Liability, Contingent Asset and Provisions

Contingent liability

Contingent liabilities are possible obligations that arise from past events and whose existence will only be
confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the
amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the
probability of outflow of economic benefits is remote.

Contingent assets

Contingent assets are possible assets that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company.

Provisions

The Company creates a provision when there is present obligation as a result of a past event that probably
requires an outflow of resources and a reliable estimate can be made of the amount of obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows (representing the best estimate of the expenditure required to settle the present obligation
at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(xv) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within
borrowings in current financial liabilities in the balance sheet.

(xvi) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. The weighted
average numbers of equity shares outstanding during the period are adjusted for events such as bonus
issue, share split or consolidation of shares.

For calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted into
equity shares as at the beginning of the period, unless they have been issued at a later date.

(xvii) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker.

In accordance with Ind AS 108 - Operating Segments, the operating segments used to present segment
information are identified on the basis of internal reports used by the Company''s Management to allocate
resources to the segments and assess their performance.

Segment profit is used to measure performance as management believes that such information is the most
relevant in evaluating the results of certain segments relative to other entities that operate within these
industries. Inter-segment pricing is determined on an arm''s length basis.

The operating segments have been identified on the basis of the nature of products/services. Further:

1. Segment revenue includes sales and other income directly identifiable with / allocable to the segment.

2. Expenses that are directly identifiable with / allocable to segments are considered for determining the
segment result. Expenses which relate to the Company as a whole and not allocable to segments are
included under unallowable expenditure.

3. Income which relates to the Company as a whole and not allocable to segments is included in
unallowable income.

4. Segment assets and liabilities include those directly identifiable with the respective segments.
Unallowable assets and liabilities represent the assets and liabilities that relate to the Company as a
whole and not allocable to any segment.

The Board of Director(s) are collectively the Company''s âChief Operating Decision Maker'' or âCODM''
within the meaning of Ind AS 108.

(xviii) Dividends paid

Dividend to shareholders is recognised as a liability and deducted from equity, in the year in which the
dividends are approved by the shareholders. However, interim dividends, if any, declared by the Board of
directors, which does not need shareholder''s approval, are recognised as a liability and deducted from
retained earnings, in the year in which the dividends are so declared.

Mar 31, 2018

1. I) Company Overview

Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing) New Delhi 110 037

Explanations for reconciliation of Balance Sheet as previously reported under I GAAP to INDAS

1. Investment

Under previous GAAP, long term investments were measured at cost less diminution in value which is other than temporary. Under IndAS, non-current investments (other than investments in equity instruments of subsidiaries, associates and joint ventures) are measured at fair value through profit or loss. Consequently,, the differences, as at the transition date and as at the end of year 2015-16, respectively between carrying value as per previous GAAP and fair value, are reflected in total equity and profit or loss.

2. Preference Shares

Under previous GAAP .preference shares which was recognised as equity ,but as per IndAS 109, it is reclassified as liability and has been measured at amortised cost by discounting as effective interest rate method.

3. Borrowings

As per Ind AS 109 .borrowings which are Under Corporate Debt Restructuring are accounted at amortised cost at market interest rate.

4. Other Equity

a) Adjustments to retained earnings and other comprehensive income has been made in accordance with Ind AS, for the above mentioned line items.

b) In addition, as per Ind-AS 19, actuarial gains and losses are recognized in other comprehensive income as compared to being recognized in the statement of profit and loss under I GAAP.

Explanations for reconciliation of Statement of Profit and loss as previously reported under IGAAP to Ind AS

1. Reclassification

Under previous GAAP, actuarial gains and losses on employees defined benefit obligations were recognised in profit or loss. Under Ind AS, the actuarial gains and losses on re-measurement of net defined benefit obligations are recognised in other comprehensive income. This resulted in a reclassification between profit or loss and other comprehensive income.

Interest Cost on Plan Defined Plans shall be accounted under Finance Costs under IndAS

2. Equity Instrument through Other Comprehensive 121 Income

Investment in equity instruments are carried at fair value through OCI in ind AS compared to being carried at cost under I GAAP

3. Finance Cost

As per Ind AS 109 , Interest expense on long term borrowings and preference shares are measured at effective interest rate /market rate.

Note: 2 Fair Value Measurement

Financial Instruments by Category and hierarchy

The Company uses following hierarchy for determining and disclosing the fair value of financial instruments by Valuation technique

Level 1: Qouted (Unadjusted) Prices in active markets for identical assets or liabilities

Level 2: Other techniques for which all inputs which have significant effect on the recorded fair value are observable either directly or indirectly

Level 3: Techniques which use inputs have a significant effect on the recorded fair value that are not based on observable market data

FINANCIAL RISK MANAGEMENT-OBJECTIVES AND POLICIES

The Companyâs financial liabilities comprise mainly of borrowings .trade payables and other payables. The Companyâs financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.

The Company is exposed to Market risk, Credit risk and Liquidity risk. The Board of Directors (âBoardâ) oversee the management of these financial risks. They identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Companyâs financial performance.

1) Market Risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables, loans and derivative financial instruments.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Since the Company has insignificant interest bearing borrowings, the exposure to risk of changes in market interest rates is minimal. The Company has not used any interest rate derivatives.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company does not enter into any derivative instruments for trading or speculative purposes.

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments and bonds. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at 31st March, 2018, the carrying value of such equity instruments recognised at FVTOCI amounts to Rs. 1.13 lakhs (Previous year Rs.1.87 lakhs and Rs.1.57 lakhs as at 1st April, 2016).

2) Credit Risk:

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, derivative financial instruments, other balances with banks, loans and other receivables .To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business.

ii) Actual or expected significant changes in the operating results of the counterparty.

iii) Financial or economic conditions that are expected to cause a significant change to the counterpartyâs ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty.

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.

3) Liquidity Risk:

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. Management monitors rolling forecasts of the Companyâs liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

The table below analysis derivative and non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

The Management of the Company is reasonably certain that the Company would be having Future Taxable Income and deferred tax assets are only recognized to the extent that their utilization is probable, i.e. tax benefit is expected in future periods and the Same is further supported by the Technical & Economical Valuation conducted by Mecon Ltd. as a part of CDR Implementation.

Note: on 19-06-2018 .i.e. before approving of financial statements of 31-03-2018 we have received a letter from ICICI Bank for One Time Settlement of outstanding dues under cash credit, Bank Guarantee, Working Capital, Term Loan and Funded Interest Term Loan Facilities ("Credit Facilities") amounting to Rs.6,98,91,788/- out of which Rs.22,500,000/- Is paid by us as final settlement and Rs.1,36,794 is Cut Back by the Bank

- All Long Term and Short Term Borrowings from â Banksâ were restructured with cut off date as on 01^st March 2014 under RBI â Corporate Debt Restructuring Mechanism¹â vide letter of approval dt. 17th December 2014. The same has been implemented by the participating banks except â HDFC Bankâ and same have been duly accounted for in the books of accounts.

- Primary Security:

1^st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall project which is exclusively charged to Allahabad bank for term loan of Rs.60.00 Crores.

1^st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shopping mall term loan and equipments exclusively charged with equipment lenders).

- Col lateral Security:

First pari-passu charge with all consortium banks on the following immovable properties:

- Land & Building at A-7, Mahipalpur, Delhi. (Jointly owned by Co. and one other Associate Company)

- Office premises at 401, 4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate Company

- Central Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila, District Kamrup, Assam.

- Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of Promoter

- First pari-passu charge on furniture and fixtures at A-7, Mahipalpur, Delhi.

- Hypothecation of other plant and machinery on subservient charge basis for consortium.

- Common Securities (Excluding Equipment Lenders):

Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Suresh Kumar Prithani, Mr. Sanjay Kumar Mozika and Mr. Suneet KumarTodi.

Corporate Guarantee of M/s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited.

Promoters and promoter group to pledge their entire unencumbered shareholding in favour of lenders. In case the company wants to bring in strategic investor in future, the Lenders to permit release of the shares pledged to the extent that the total pledge of promoter shareholding is not less than 51% at all times.

In Terms of Sanction of CDR package 100% Shareholding of promoters have been pledged.

- Rate of Interest:

Rate of Interest as per CDR Sanction is 10.75%.p.a (floating) linked to base rate of convener (Indian Overseas Ban k), with a right to reset after every 2 years

* Rs.8,04,47,932/- (Previous Year - Rs.8,04,47,932/-) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

** Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable except Service Tax Liability of Rs. 2,14,60,728/- (Previous Year Rs.24,15,698/-) Related to DDA Project has not been included in Receipts from Civil Contracts / Projects instead only debited to Customer and credited to Service Tax Liability.

Note: 3 CAPITAL RISK MANAGEMENT

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders. The capital structure ofthe Company is based on managementâs judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.

1) Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures

2) Accounting for Tax on Income:

Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issued by the Institute of Chartered Accountants of India.

3) In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Arbitrational Claim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

4) The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act has not been given.

Projected Unit Credit (PUC) actuarial method has been used to assess the Planâs liabilities, including those death-in-service and in capacity benefits.

General Descriptions of defined benefit plans:

a) Gratuity Plan:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on Termination of service, or retirement, whichever is earlier. The benefit vests after five years of continuous service.

b) Provident Fund Plan:

The Company contributes 12% of salary for all eligible employees towards Provident Fund managed by the Regional Provident Fund Authority.

Mar 31, 2016

1- All Long Term and Short Term Borrowings from â Banksâ were restructured with cutoff date as on 01st March 2014 under RBI â Corporate Debt Restructuring Mechanismâ vide letter of approval dt. 17th December 2014. The same has been implemented by the participating banks except â HDFC Bankâ and some have been duly accounted for in the books of accounts.

- Primary Security

1st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall project which is exclusively charged to Allahabad bank for term loan of Rs. 60.00 Crores.

1st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shopping mall term loan and equipments exclusively charged with equipment lenders).

- Collateral Security:

First pari-passu charge with all consortium banks on the following immovable properties:

- Land & Building at A-7, Mahipalpur, Delhi. (Jointly owned by Co. and one other Associate Company)

- Office premises at 401, 4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate Company

- Central Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila, District Kamrup, Assam.

- Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of Promoter

- First pari-passu charge on furniture and fixtures at A-7, Mahipalpur, Delhi.

- Hypothecation of other plant and machinery on subservient charge basis for consortium.

Common Securities( Excluding Equipment Lenders):

Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Suresh Kumar Prithani, Mr. Sanjay Kumar Mozika and Mr. Suneet KumarTodi.

Corporate Guarantee of M/s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited.

In Terms of Sanction of CDR package 100% Shareholding of promoters have been pledged.

Rate of Interest

Rate of Interest as per CDR Sanction is 10.75%.p.a (floating) linked to base rate of convener (Indian Overseas Bank), with a right to reset after every 2 years

NOTE 2

SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOUSERS FORMING PART OF BALANCE SHEET AS ON 31st MARCH 2016 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.

3. COMPANY INFORMATION

4. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, MahipalpurCrossing) New Delhi 110037

5. SIGNIFICANT ACCOUNTING POLICIES

6. Basis of accounting

The financial statements have been prepared to comply with the requirements of the Companies Act, 2013 and Companies Act, 1956 where ever applicable, under the historical cost convention on the accrual basis of accounting except interest on Mobilization/Equipment Advances is being accounted for on actual recovery basis and Interest on Late / Non Payment of Term Loan Installments of Financers accounted for as and when settled.

Also the financial statements have been prepared in accordance with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

7. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for the years presented.

3. Revenue recognition

8. Income from construction contracts is recognized by reference to the stage of completion of the contract activity as certified by the client.

9. Revenue from real estate projects is recognized on the basis of percentage of completion method of accounting.

10. Income from industrial park project is recognized on the time of execution of registered sale deed / agreement to sale, in relation to sold areas only.

11. âBill raised but unsettledâ have been accounted for in the books at the value reasonably ascertained by the management on the date of raising the bill.

12. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains to earlier years have been accounted for in the books in the year of its certainty and at value /enhanced value reasonably ascertained by the management.

13. Joint Ventures

Revenues / Expenses from contracts executed by the Company in joint ventures on back-to-back arrangement basis are recognized on the same basis as similar contracts independently executed by the Company. Company''s share in the Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture.

14. Employee benefit

During the year under review the company has provided Bonus on accrual basis, Provident fund and ESI contribution for eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has been provided based on actuarial valuation.

15. Investment

Long term and short term investments both are stated at cost. No provision for diminution in coated investment is made because of its Long Term Nature.

16. Inventory

17. All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate division has been valued at cost as determined by the Management.

18. No Provision is being made for slow moving Work in Progress as the management is hope full to recover at stated value.

19. Foreign currency transactions

20. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction.

21. All assets and liabilities in foreign currencies existing at balance sheet date are translated at the rate of balance sheet date.

22. Misc. expenditure.

23. Preliminary expenses are amortized over a period of 10 years.

24. Increase in share capital expenses are amortized over a period of 5 years.

25. Amalgamation expenses are amortized over a period of 5 years.

26. Fixed assets.

Fixed Assets has been stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working condition for intended use.

27. Depreciation

Depreciation on Fixed Assets has been provided as per Useful Lives method prescribed under Schedule II of Companies Act, 2013 i.e Depreciable Amount (Cost Less 5% Residual Value) is to be charged over useful life of Fixed Asset Under Straight Line Method of Depreciation.

Carrying Amount of Fixed Asset as on 31.03.2014 is to be depreciated over remaining life of the Asset, However if the life of asset expires before 31.03.2014 it is debited to Reserve and Surplus for the year.

28. Contingent liabilities

Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way of other disclosures.

29. Taxation

Income Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date.

30. Earning per share

The earnings considered in ascertaining company''s EPS comprises the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year

31. Borrowing cost

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered as part of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they are incurred.

32. Prior Period Income/Expenses.

Income/Expenses related to Prior Period are shown separately in âNoteâ to financial Statement under their natural head and the impact of amounts is separately disclosed in other disclosures.

33. Impairment of assets

Pursuant to Accounting Standard (AS-28) on Impairment of assets issued by the Institute of Chartered Accountant of India, the company assessed its fixed assets for impairment as at the year end and concluded that there has been no significant impaired fixed assets that needs to be recognized in the books of accounts.

34. Lease rental payments being operating lease is accounted for as an expenses on accrual basis.

35. Insurance claims lodged / Receivable with the respective departments has been accounted for in the books at the value either mutually settled or reasonably ascertained by the management.

36. Provision for Doubtful Debts is being made at value estimated by the management.

37. OTHER DISCLOUSERS

38. Contingent Liabilities not provided for:

39. Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs. 21796.75 Lacs (previous year Rs 26295.28 Lacs).

40. Letter of Credit o/s as on 31 -03-16 Rs.329.57 Lacs (Previous Year Rs.599.38 Lacs)

41. Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-515.83 Lacs) under section 153A/143(3) of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. Has recovered Rs 513.62 Lacs against outstanding refunds shown under âAdvance Income Tax & TDS (Net of Provision for income tax)â under Note No. 16

42. Service Tax demand of Rs.537.38 Lacs (Previous Year-Rs. 1488.42 Lacs) for F.Y.2005-06 to F.Y. 2010-11 and penalty of Rs. 173.24 Lacs (Previous Year-173.24 Lacs). However the Deptt. Has recovered Rs 300 Lacs against which the company recovered only Rs 127.76 Lacs from Customer, Hence Net Figure of Rs 172.24 Lacs Under Protest shown under â Indirect Tax Balances / recoverable / Creditsâ under Note No.16.

43. VAT/Entry Tax liability against Lucknow Airport Project is estimated to be Approx Rs.209.79 Lacs (Previous Year-196.62 Lacs)

44. VAT/Entry Tax liability for project executed in the state of West Bengal is estimated to be approx Rs.72.07 Lacs (Previous Year -NIL)

45. Income Tax demand of Rs.0.70 Lacs (Previous Year - 0.70 Lacs) for penalty of U/s.271 (1 b)

46. Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs (Previous Year - 3.50 Lacs)

47. Penalty for Non Submission of C Form under Lucknow Airport Project- Rs 72.69 Lacs (Previous Year-Rs 72.69 Lacs)

48. (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables,

Loans & Advances and Trade payables are subject to their confirmation.

49. Rs. 78,032,234/- (Previous Year - Rs. 7,04,34,973/-) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

50. Trade payable and Trade Receivables are shown net off business advances.

51. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable except Service Tax Liability of Rs 75,97,261 /- Related to DDA Project has not been included in Receipts from Civil Contracts / Projects Instead Only Debited to customer and Credited to Service Tax Liability.

52. Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures

53. Accounting for Tax on Income:

54. Related Party Disclosure pursuant to Accounting Standard (AS) 18 is as follows: List of Related Parties:

55 Subsidiaries:

- Brahamputra Concrete (Bengal) Pvt. Ltd.

- Brahmaputra Concrete (P) Ltd.

- Brahmaputra Property Management Services (P) Ltd.

- Brahmaputra Industrial Park Pvt. Ltd. (Shares Sold on 04.03.2016)

- Brahmaputra Real Estates Pvt. Ltd. (Shares Sold on 04.03.2016)

56 Joint Ventures:

BCL-FGM Consortium BIL-BLA-GSCO (JV)

BLA Brahmaputra Consortium Ltd (JV)

Brahmaputra Consortium Ltd (JV)

Brahmaputra Infrastructure Limited-PKV (JV)

BTS Brahmaputra Consortium Ltd (JV)

DRA Brahmaputra Consortium Ltd (JV)

DRA-BLA-BCL(JV)

DRA-Brahmaputra Infrastructure Ltd.(JV)

DRAIPL-Brahmaputra Infrastructure Limited (JV)

GPL- Brahmaputra Consortium Ltd (JV)

IPL-Brahmaputra Infrastructure Ltd. (JV)

KB- Brahmaputra Consortium Ltd (JV)

KMC-Brahmaputra Infrastructure Limited (JV)

Madhava- Brahmaputra Consortium Ltd (JV)

Madhava Hytech Brahamaputra (JV)

PCL- Brahmaputra Consortium Ltd (JV)

SMSILBCL (Joint Venture)

SMSIL-BIL (Joint Venture)

Supreme-Brahmaputra Infrastructure Limited (JV)

Unity- Brahmaputra Infrastructure Ltd. (JV)

57. Associates:

Anjanee Estates Private Limited

Bengal Brahmaputra Realty Limited

Brahmaputra Finlease (P) Ltd

Brahmaputra Holdings (P) Ltd

Brahmaputra Housing & Urban Infrastructure Ltd.

Brahmaputra Industrial ParkPvt.Ltd Brahmaputra Overseas Ltd Brahmaputra Projects (P) Ltd Brahmaputra Promoters & Developers Limited Brahmaputra Promoters and Planners (P) Ltd Brahmaputra Real Estate Pvt Ltd.

Brahmaputra Realtors (P) Ltd Brahmaputra Warehousing Pvt. Ltd.

Indotech Tubewells (P) Ltd.

M.L.Singhi & Associates (P) Ltd.

Meghalaya Infratech Ltd.

Satluj Infrastructure Ltd.

58. Key Management Personnel & their relatives:

- Sanjeev Kumar Prithani, Joint Managing Director

- Sanjay Kumar Mozika, Joint Managing Director

- Manoj Kumar Prithani,CEO

- Rajesh Singh, Whole time Director

- Pankaj Goyal, V.P (Finanace &Accounts)

- Vivek Malhotra, Company Secretary

- Suresh Kumar Prithani, Relative

- Shobna Prithani, Relative

- Anita Prithani, Relative

- Kiran Prithani, Relative

- Nikita Prithani, Relative

- Om Kumar, Independent Director (resigned on datedOI. 10.2015)

- Satish Chandra Gupta,Independent Director (resigned on dated 13.08.2015)

- Viresh Shankar Mathur, Independent Director (resigned on dated 30.05.2015)

- KuladharSaharia, Independent Director

- Khushboo Jhuria, Independent Director

- Sunit KumarTodi, Whole Time Director (resigned on 26.06.2015)

- Narendra Nath Batabayal, Independent Director (Appointed on 01.10.2015)

59. In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Arbitrational Claim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

60. The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the yearend together with interest paid/payable under this Act has not been given.

61. Segment Reporting

The Company has two segments - Heavy Civil Construction Division and Real Estate. Individual reporting is given below:

62. There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Standard (AS) 28.

63. Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period

Mar 31, 2015

1. All Long Term and Short Term Borrowings from " Banks" were restructured with cut off date as on 01st March 2014 under RBI " Corporate Debt Restructuring Mechanism" vide letter of approval dt. 17th December 2014. The same has been implemented by the participating banks except " HDFC Bank" and same have been duly accounted for in the books of accounts.

2. Primary Security

1st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall project which is exclusively charged to Allahabad bank for term loan of Rs. 60.00 Crores.

1st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shopping mall term loan and equipments exclusively charged with equipment lenders).

3. Collateral Security:

First pari-passu charge with all consortium banks on the following immovable properties:- - Land & Building at A-7, Mahipalpur, Delhi. ( Jointly owned by Co. and one other Associate Company)

* Office premises at 401,4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate Company

* Central Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila, District Kamrup, Assam.

* Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of Promoter

* First pari-passu charge on furniture and fixtures at A-7, Mahipalpur, Delhi.

* Hypothecation of other plant and machinery on subservient charge basis for consortium.

4. Rate of Interest

Rate of Interest as per CDR Sanction is 10.75%.p.a (floating) linked to base rate of convener (Indian Overseas Bank), with a right to reset after every 2 years.

5. Work in Progress ( WIP ) Inventory includes a sum of Rs. 62.30 Crores identified as " Slow Moving" by the Management, but no provision has been made in the books of accounts as the management is hopefull to encash / recover the same in due course.

6. COMPANY INFORMATION

1. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing) New Delhi - 110 037

7. OTHER DISCLOUSERS

1 Contingent Liabilities not provided for :

(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs. 26295.28 Lacs (previous year Rs 39912.30 Lacs).

(b) Letter of Credit o/s as on 31-03-15 Rs. 599.38 Lacs (Previous Year Rs.580.68 Lacs )

(c) VAT Liability against Housing Project at Guwahati is estimated to be approx. Rs. 47.87 lacs (Previous Year - Rs. 47.87 Lacs).

(d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-515.83 Lacs ) under section 153A/143(3) of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. Has recovered Rs 513.62 Lacs against outstanding refunds shown under " Advance Income Tax & TDS (Net of Provision for income tax )" under Note No. 16

(e) Service Tax demand of Rs. 1488.42 Lacs (Previous Year-Rs.1488.42 Lacs) for F.Y.2005-06 to F.Y. 2010-11 and penalty of Rs.173.24 Lacs ( Previous Year-173.24 Lacs). However the Deptt. Has recovered Rs 300 Lacs which is shown under " Indirect Tax Balances / recoverable / Credits" under Note No. 16

(f) VAT/Entry Tax liability against Lucknow Airport Project is estimated to be Approx Rs.196.62 Lacs ( Previous Year - 54.25 Lacs )

(g) Income Tax demand of Rs.0.70 Lacs (Previos Year - 0.70 Lacs ) for penalty of U/s.271(1b)

(h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs ( Previous Year - 3.50 Lacs )

(i) Penalty for Non Submission of C Form under Lucknow Airport Project - Rs 72.69 Lacs (Previous Year - NIL)

8. (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans & Advances and Trade payables are subject to their confirmation.

(b) Rs. 7,04,34,973/- (Previous Year - Rs. 6,71,59,938/-) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

(c) Trade payable and Trade Receivables are shown net off business advances.

9. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable.

10. During the year, the Company was associated in the following Joint Ventures:

SN. Name of Joint Venture Description of Job

1 DRA-BLA-BCL(JV) Widening and strengthening of existing National Highways from 2 Lane to 4 Lane NH-31 , Nalbari Section, Assam

2 Madhava-Brahmaputra Construction of foundation, Consortium Limited (JV) substructure and super-structure (PSC Box Girder) of major bridge No. 543 (proposed span 20x25.00m on pile foundations) at Chainage 143/600 KM and minor Br. No. 541 at Chainage 143/750 KM in between Damcherra- Chandranathpur stations, on permanent 143/180.00 KM to 144/ 208.00 KM and all other ancillary works in connection with Lumding- Silchar Gauge Conversion Project.

3 DRA-Brahmaputra (i) Construction of Grade Consortium Limited (JV) Separator at Rani Jhansi Road at New Delhi. (N.I.T.-EE.XVIM/2007-08/09)

(ii) Construction of Grade Separator at Dabri intersection of Pankha Road and Road leading to Dwarka near Janakpuri in West Delhi.

4 Unity-Brahamputra (i) Construction of Jorhat Consortium (JV) Medical College & Hospital,Jorhat

(ii) Construction of Single line BG Tunnel No.6 in coonection with Construction of new railway line project Jiribam-Tupul (Imphal) of N.F Railway (Construction)

(iii) Execution of the work "Assam Hills Medical College & Research Institute, Diphu, Karbi Anglong"

5 IPL-Brahmaputra Construction of New Integrated Infrastructure Passenger Terminal Building Limited (JV) at Lucknow Airport.

6 SMSIL-BCL (Joint Venture) Construction of North Bank Embankment on river Brahamaputra near Dibrugarh, Assam

Construction of underpass 7 Madhava Hytech - at Ring Road and Kadirenhalli Brahamaputra (JV) Road junction at Banglore, Karnataka.

8 SMSIL-BIL (Joint Venture) Construction of North Guide Bundh in river Brahmaputra.

9 BCL-FGM Consortium Hiring of Crawler mounted shovels/ Hydraulics Excavators, backhpes, dumpers for removal of Lignite

10 KMC Brahmaputra Contruction of 2-lane Infrastructure Ltd. (JV) Gangtok Byepass Road from R anipool to Burthuk in East Sikkim

11 DRAIPL-Brahmaputra Contruction of 2-lane Silchar Infrastructure Ltd.(JV) Byepass with paved shoulders under SARDP-NE,Phase-A, under Silchar PWD NH Division in the State of ASSAM.

12 Supreme-BIL (JV) Construction of pucca road on service road of saran main canal,Marhaura branch canal, Kateya branch canlal and Hathua branch canal, Under saran canal system.

13 BIL-BLA-GSCO(JV) Development and operations of ChattiBariatu Coal Mining Block

14 DRA-Brahmaputra Improvement & Upgradation Infrastructure Ltd. (JV) of SH-46 (Dudhnoi Goalpara Pancharatna)

11. Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures

12. Accounting for Tax on Income:

Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issued by the Institute of Chartered Accountants of India.

13. Remuneration to Managing Director & Whole time Directors as under :

Rs. In Lacs

Particulars 2014-15 2013-14

Salary 33.43 69.77

Perks 9.48 23.91

TOTAL 42.91 93.68

14. Related Party Disclosure pursuant to Accounting Standard (AS) 18 is as follows:

List of Related Parties:

a) Subsidiaries:

* Brahamputra Concrete (Bengal) Pvt. Ltd.

* Brahmaputra Concrete (P) Ltd.

* Brahmaputra Property Management Services (P) Ltd

* Brahmaputra Industrial Park Pvt.Ltd

* Brahmaputra Warehousing Pvt. Ltd ( Shares Sold on 04.03.2015)

* Brahmaputra Real Estates Pvt. Ltd

b) Joint Ventures:

* PCL- Brahmaputra Consortium Ltd (JV)

* KB- Brahmaputra Consortium Ltd (JV)

* DRA-BLA-BCL(JV)

* Brahmaputra Consortium Ltd (JV)

* GPL- Brahmaputra Consortium Ltd (JV)

* Madhava- Brahmaputra Consortium Ltd (JV)

* BTS Brahmaputra Consortium Ltd (JV)

* DRA Brahmaputra Consortium Ltd (JV)

* BLA Brahmaputra Consortium Ltd (JV)

* IPL-Brahmaputra Infrastructure Ltd. (JV)

* Unity- Brahmaputra Infrastructure Ltd. (JV)

* SMSIL BCL (Joint Venture)

* Madhava Hytech Brahamaputra (JV)

* SMSIL-BIL (Joint Venture)

* BCL-FGM Consortium

* KMC-Brahmaputra Infrastructure Limited (JV)

* DRAIPL-Brahmaputra Infrastructure Limited (JV)

* Supreme-Brahmaputra Infrastructure Limited (JV)

* BIL-BLA-GSCO (JV)

* DRA-Brahmaputra Infrastructure Ltd.(JV) * c) Associates:

* Brahmaputra Overseas Ltd

* Brahmaputra Projects (P) Ltd

* Brahmaputra Promotors and Planners (P) Ltd

* Brahmaputra Holdings (P) Ltd

* Brahmaputra Realtors (P) Ltd

* Brahmaputra Promoters & Developers Limited

* Brahmaputra Housing & Urban Infrastructure Ltd.

* Indotech Tubewells (P) Ltd

* M.L.Singhi & Associates (P) Ltd

* Brahmaputra Finlease (P) Ltd

* Satluj Infrastructure Ltd

* Bengal Brahmaputra Realty Limited

* Meghalaya Infratech Ltd.

* Anjanee Estates Private Limited

d) Key Management Personnel & their relatives:

* Sanjeev Kumar Prithani, Joint Managing Director

* Sanjay Kumar Mozika, Joint Managing Director

* Manoj Kumar Prithani, Managing Director till 26th Aug,2013.

* Manoj Kumar Prithani,CEO since 27th Aug,2013 & Relative

* Rajesh Singh, Whole time Director

* Suneet Kumar Todi, Whole time Director

* Pankaj Goyal, V.P ( Finanace & Accounts)

* Vivek Malhotra, Company Secretary

* Suresh Kumar Prithani, Relative

* Shobna Prithani , Relative

* Anita Prithani, Relative

* Kiran Prithani, Relative

* Nikita Prithani, Relative

* Om Kumar, Independent Director

* Satish Chandra Gupta,Independent Director

* Viresh Shankar Mathur,Independent Director

* Kuladhar Saharia, Independent Director

* Khushboo Jhuria, Independent Director

15. In the opinion of the Directors, the Current Assets, Non Current Assets,Claim Receivables,Outstanding Arbitrational Claim,Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

16. The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/ payable under this Act has not been given.

17. There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Standard (AS) 28.

18. Travelling & Conveyance includes Rs. 0.75 Lacs (Previous Year - Rs. NIL) incurred on Foreign Travelling of Directors & Others.

19. Profit After Tax is after considering the following Income,Expenditure & Taxes which relates to Prior Period

Mar 31, 2014

A. COMPANY INFORMATION

1. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing) New Delhi - 110 037

B. OTHER DISCLOUSERS

1. Contingent Liabilities not provided for :

(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs. 39912.30 Lacs (previous year Rs 43320.73 Lacs).

(b) Letter of Credit o/s as on 31-03-14 Rs. 580.68 Lacs (Previous Year Rs.178.45 Lacs)

(c) VAT Liability against Housing Project at Guwahati is estimated to be approx. Rs. 47.87 lacs (Previous Year - Rs. 47.87 Lacs).

(d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year- Rs. 515.83 Lacs) under section 153A/143(3) of Income Tax Act,1961 as the same is under appeal with I.T. Authorities. However, the I.T. Deptt. has recovered Rs 513.62 Lacs against outstanding refunds shown under "Advance Income tax & TDS (Net of Provision for Income tax )" under Note No. 16

(e) Service Tax demand of Rs. 1488.42 Lacs (Previous Year-Rs.1753.90 Lacs) for F.Y.2005-06 to F.Y. 2010-11 and penalty of Rs.173.24 Lacs (Previous Year-NIL)

(f) VAT liability against Lucknow Airport Project is estimated to be Approx Rs.54.25 Lacs (Previous Year - NIL)

(g) Income Tax demand of Rs.0.70 Lacs (Previous Year - NIL) for penalty U/s 271 (1 )(b)

(h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs (Previous Year - NIL)

2 (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans & Advances and Trade payables are subject to their confirmation.

(b) Rs. 6,71,59,938/- (Previous Year - Rs. 6,32,31,002/-) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

(c) Trade payable are shown net off business advances.

3 Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable.

4 Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures

5 Accounting for Tax on Income:

Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issued by the Institute of Chartered Accountants of India.

6 In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Claim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

7 The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act has not been given.

8 Travelling & Conveyance includes Rs. NIL (Previous Year - Rs. 0.21 Lacs) incurred on Foreign Travelling of Directors & Others

9 Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period

Mar 31, 2013

A. COMPANY INFORMATION

Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing) New Delhi - 110 037

1. Contingent Liabilities not provided for :

(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs. 43,320.73/- Lacs (previous year Rs 24,966.77 Lacs).

(b) Letter of Credit o/s as on 31-03-13 Rs. 178.45 Lacs (Net of Margin) (Previous Year Rs.59.82 Lacs).

(c) VAT Liability against Housing Project at Guwahati is estimated to be approx. Rs. 47.87 lacs (Previous Year - Rs. 47.87 Lacs).

(d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-Nil) under section 153A/143(3) of Income Tax Act,1956.

(e) Service Tax demand of Rs. 1753.90 Lacs (Previous Year-Nil) for F.Y.2005-06 to F.Y. 2010-11.

2. Detailed description of Merger

"The scheme of Amalgamation of Brahmaputra Infraproject Ltd. (Transferor Company) with Brahmaputra Infrastructure Ltd. (Transferee Company) with appointed date as on 1st April 2012,was sanctioned by Hon''ble Delhi High Court vide order dated 4th January 2013. Both the company majorly are in same line of business being of Civil Construction. Consequent upon approval of Scheme and in consideration of the transfer and vesting of all the assets and liabilities of the Transferor Company to the transferee company, the Shareholders of transferor company were entitled for two equity shares of Rupees 10/- each as fully paid-up of transferee company against each share held by them on Record Date.

Accordingly 1,40,18,400 Equity shares of Rs.10/- each of transferee company have been issued against 70,09,200 equity shares of Rs.10/- each of transferor company under Scheme of Amalgamation and alloted to the shareholders of transferor company.

While preparing merged Balance Sheet of both transferor and transferee Company as on 31st March 2013, AS 14 has been followed and accounted for under pooling of interest method and hence deficit arising out of amalgamation have been adjusted in reserves.

3. Current Year Figures (31.03.2013) and Previous Year Figures (31.03.2012) are not directly comparable because of the fact that Current Year Figures also Includes figures of Transferor Company namely Brahmaputra Infraproject Limited, while the Previous year Figures are Standalone of Transferee Company namely Brahmaputra Infrastructure Limited.

4. (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans & Advances and Trade payables are subject to their confirmation.

(b) Rs. 6,32,31,002/- (Previous Year - Rs. 5,39,48,208/-) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

(c) Trade payable are shown net off business advances.

5. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever ap plicable.

6. Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures.

7. Accounting for Tax on Income:

Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issued by the Institute of Chartered Accountants of India.

8. In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Arbitrational Claim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

9. The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act has not been given.

10. There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Stan- dard (AS) 28.

11. Travelling & Conveyance includes Rs. 0.21 Lakhs (Previous Year - Rs. 15.50 Lacs) incurred on Foreign Travelling of Directors & Others.

12. After the change in Management decision hitherto Central Workshop at Guwahati as Trading asset to Capital asset henceforth the same has been accordingly capitalised to fixed asset.

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