Bharat Road Network Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2024

1. The above standalone financial results for the quarter and nine months ended December 31, 2024 and consolidated financial results for the quarter and nine months ended December 31, 2024 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on February 11, 2025. Limited Review of these Financial Results for the quarter and nine months ended December 31, 2024 as required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been carried out by the Statutory Auditors of the Company.

2. The Company is primarily engaged in a single business segment of purchase, own, build, develop, design, operate, transfer road and related services. Hence, segment reporting is not applicable.

3. Other Income includes (loss)/gain on account of Investments mandatorily measured at Fair Value Through Profit and Loss (FVTPL).

4. The Company had received an amount of Rs.7,000 lakhs from IL&FS group-IL & FS Financial Services Ltd. (IL & FS) in the FY 2016-17. The Company also has a receivable of Rs 11,419 lakhs from IL & FS group -IL & FS Transportation Networks Limited (ITNL).

Pursuant to the directions passed by Hon’ble National Company Law Appellate Tribunal, at New Delhi for restructuring the IL&FS group, all the entities belonging to the group are treated as a single entity and not restructured separately.

The Company, as such, has put on hold the Interest and Principal payment since September 30, 2018. The Company has not provided Interest from July 01, 2019 onwards, pending the settlement of dispute. An application has been filed against the Company by IL & FS before the Hon'ble National Company Law Tribunal (NCLT), Kolkata claiming their dues , against which the Company has initiated appropriate measures for set off of this payable and recovery of the balance amount.

5. The Company has availed financial assistance from one of the Lenders and is currently in discussions with them regarding the potential restructuring of this financial support . The Company is hopeful of a positive outcome in this regard. Consideriing these developments, interest amounting to Rs. 1922.71 lakhs has not been provided from July 01, 2024 till December 31, 2024.

6. The Company has received a notice of Motion on July 29, 2022 under Section 60 (5) and Section 66 of the Insolvency and Bankruptcy code, 2016 (IBC) , before the Hon'ble National Company Law Tribunal, Kolkata Bench. The Company has initiated appropriate measures in this regard.

7. a) List of Subsidiaries of the Company
1. Solapur Tollways Pvt. Ltd. (till December 20, 2024)
2. Orissa Steel Expressway Pvt. Ltd
3. Guruvayoor Infrastructure Pvt Ltd
b) List of Associates of the Company
1. Kurukshetra Expressway Pvt. Ltd.
2. Mahakaleshwar Tollways Pvt. Ltd.

8. In case of subsidiary company, Orissa Steel Expressway Private Limited (OSEPL), the project as mentioned was awarded on April 29, 2010 by National Highway Authority of India (NHAI) . However the project could not be continued due to the reasons attributable to NHAI namely non providing of encumbrance free land, forest clearance issues etc.

OSEPL invoked Arbitration on October 16, 2017 and was awarded Claim of Rs. 32,277 Lakhs vide Award dated March 31, 2019 in favour of the Claimant i.e OSEPL along with the future interest @10% per annum from the date of Award till the date of its realisation . NHAI has filed a petition u/s 34 with the Hon. Delhi High Court against the above arbitration award dated March 31, 2019. Hon. Delhi High Court passed final order dated May 26, 2023 in favour of Respondent (OSEPL) and dismissed the Petition of NHAI . Post which NHAI has filed an appeal against the said order , under section 37 on August 31, 2023.
OSEPL management believes that it will realise Claim from NHAI and hence Financial Statements have been prepared on Going Concern basis . Further as the project has been handed over to NHAI , expenditure incurred on the Project which were classified as “Intangible Assets under Development” have been transferred to “Claims” disclosed under "Non Current Financial Assets".

9. In case of Subsidiary Company, Guruvayoor Infrastructure Pvt. Ltd. (GIPL), preliminary Termination Notice has been received from National Highway Authority of India (NHAI) dated April 13 , 2023 for curing of alleged event of defaults , against which GIPL has filed an application to the Learned Arbitral Tribunal , which has through its interim order dated April 21, 2023 stated that NHAI will not take any precipitative action pursuant to the preliminary termination notice till the disposal of the application which is still pending adjudication.

10. The Officers of the Directorate of Enforcement (ED) conducted search proceedings u/s 17(1) of the Prevention of Money Laundering Act,2002 (PMLA) at the Office Premises of the Subsidiary, Guruvayoor Infrastructure Pvt. Ltd (GIPL) . This was pursuant to the CBI Investigation and FIR being filed alleging criminal conspiracy leading to unlawful gain of Rs. 10,244 Lakhs. Subsequently, CBI has filled chargesheet on March 27 ,2024, wherein the alleged undue gain has been quantified at around Rs 2,447 Lakhs.

The ED has passed an order against GIPL, to freeze the movable properties (including Bank balance and fixed deposits) to the tune of Rs. 12,521.42 lakhs. The Company has preferred an Appeal against the said order of The Adjudicating Authority before the Hon'ble Appellate Tribunal (PMLA). The matter is sub-judice.

11. In case of Subsidiary Company, Guruvayoor Infrastructure Pvt. Ltd. (GIPL) has availed financial assistance from one of the Lenders and is currently in discussion with them regarding the potential restructuring of this financial support. GIPL is hopeful of a positive outcome in this regard. Considering this developments, interest amounting to Rs 369.23 Lakhs ( Interest Rs. 37.79 Lakhs and Borrowing Cost (Fair Value) Rs. 331.44 lakhs) has not been provided from October 01,2024 till December 31, 2024.

12. Solapur Tollways Private Limited (STPL) has received a notice from Union Bank of India, Lead banker from the Consortium of Senior Lenders / Bankers on February 02, 2024, regarding a petition filed under section 7 of Insolvency and Bankruptcy Code, 2016 ('IBC') before the Hon’ble National Company Law Tribunal - Kolkata Bench (NCLT-Kolkata), alleging default in payment of dues and seeking initiation of Corporate Insolvency Resolution Process (CIRP) against STPL. Similar petition by Srei Equipment Finance Limited, who has provided Sponsor debt under the Sponsor Support Undertaking to the Senior Lenders is pending before NCLT-Kolkata, citing default in payment of their dues. As such, STPL has not recognised interest on Borrowings from July 01, 2024 till December 31,2024.
Pursuant to initiation of CIRP, vide NCLT-Kolkata Order dated December 20, 2024, STPL ceased to be a subsidiary of the Company. As such, the Company has impaired the value of its investments of Rs. 23,116.43 lakhs and receivables of Rs. 2,286.30 lakhs in STPL during the quarter ended December 31, 2024. Company has also derecognised the Assets and Liabilities pertaining to STPL in the Consolidated Financial Results and accordingly recognised Rs. 18,392.16 lakhs as Gain on Cessation of Control on Subsidiary.

13. Kurukshetra Expressway Private Limited (KEPL), an associate of the Company , has terminated the Concession agreement with NHAI in the FY 2021-22 pursuant to which the project has been transferred to NHAI. In this regard, KEPL has filed claims in respect of termination payment and other losses in terms of Concession agreement which are subjudice.

14. Mahakaleshwar Tollways Pvt Ltd. (MTPL) an associate of the Company has received a Notice dated January 27, 2022 from M.P. Road Development Corporation Ltd (“MPRDC” ), for Termination of Concession Agreement entered into between MTPL and MPRDC. As per the said Notice, MPRDC is deemed to have taken possession and control of Project .
Further more, MTPL has also issued Termination Notice to MPRDC on account of MPRDC default and filed statement of claims of Rs. 214,916 lakhs including Termination payment and other damages. MTPL has filed "Arbitration Petition" before the Madhya Pradesh Arbitration Tribunal – Bhopal on October 30, 2021 under Madhya Pradesh Madhyastham Adhikaran Adhiniyam, 1983 for Claims including Termination payment . The matter is subjudice.

15. The figures for the corresponding previous period have been regrouped/ reclassified wherever necessary, to make them comparable.