SPML Infra Limited — Regulatory Filings 2023

Feb 13, 2023

13th February, 2023

To, National Stock Exchange Exchange Plaza, Plot No. C/1, G Block, Bandra [E), Mumbai-400051 (NSE Scrip Code: SPMLINFRA)

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001 (BSE Scrip Code: 500402)

Sub: Outcome of Board Meeting

Dear Sirs,

With reference to the captioned subject and in terms of the Regulation ³⁰ of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we would like to inform you that Board of Directors of the Company in its Meeting held on 13th February, 2023, interalia, has considered and approved the following:

• 1. The Unaudited Standalone and Consolidated Financial Results of the Company for the 3,ct quarter and nine months ended 31st December, ²⁰²² along with the Limited Review Report of Statutory Auditors thereon.
• 1. Appointment of Ms. Arundhuti Dhar as an Additional Director on the Board of the Company in the capacity of Independent Director with effect from 13th February, 2023. ^A brief profile of Ms. Arundhuti Dhar is enclosed herewith.

Further, the Board Meeting commenced at 10.00 AM and concluded at 1.40 P.M.

Kindly take the above on record.

Company Secretary

SPML INFRA LIMITED

CIN: L40106DL 1981PLC012228 113, Park Street, South Block, 7th Floor, Kolkata- 700 016 Ph: +91 33 2264 0307 I 0308 E-mail: info@spml.co.in I Website: www.spml.co.in Regd. Office: F-27/2, Okhla Industrial Area, Phase-II, New Delhi-110020 ISO 9001:2015

SPML INFRA LIMITED Registered Office: F-27 /2, Okhla Industrial Area, Phase- II, New Delhi- 110020 SPML INFRA LIMITED Website: www.spml.co.in; Email: info@spml.co.ln CIN: L40106DL1981PLC012228

Statement of Standalone Unaudited Financial Results for the Three months and Nine months ended December 31, ²⁰²²

Particulars		Three months ended			Nine months ended
	31-Dec-22	30-Sen-22	31-Dec-21	31-Dec-22	31-Dec-21	31-Mar-22
1. Revenue	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
a. Revenue from Operations
b. Other Income	15,247.D6	13,498.82	24,859.08	41,513.83	62,510.74	85,309.69
Total Income	107.82	866,69	242.39	1,456.20	1,584.05	1,699.98
2. Expenses	15,354.88	14 365.51	25 101.47	42,970.03	64.094.79	87 009.67
a. Materials Consumed and Other Construction Expenses	13,543.28
b. Employee Benefits Expense	593.31	11,557.77 697.37	22,292.58	35,903.92	55,572.91	74,125.74
c. Finance Costs	584.45	309.85	718.53	1,981.29	2,046.10	2,771.95
d. Depreciation and Amortisation Expenses	70.74	71.32	469.00	1,916.59	1,041.23	3,228.46
e. Other Expenses	1,080.65	2,229.44	90.22	217.98	312.06	389.82
Total Expenses	15,872.43	14,865.75	1,175.88	3,838.20	4,867.49	5,607.67
			24,746.21	43,857.98	63,839.79	86,123.64
3. Profit/ (loss) before (1 - 2) tax	/517.55'	1500.24	355.26	1887.95
					255.00	886.03
4. Tax Expense
a. Current Tax			107.38	52.29	107.38	329.58
b. Deferred Tax	-	-	13.011		1483.20'	1441.611
			104.37	52.29	(375.82 ,.q	1112.03
5. Profit/(Loss) af?erTax (3 - 4)	1517.55	1500.24	250.89	1940.24	630.82	998.06
6. Other Comprehensive lncome/(Expense)
!terns not to be reclassified subsequently to Profit Loss (net of tax) or
- Gain/(Loss) on fair value of defined benefit plans	10.22	110.58	111.011	12.23	116.16	121.19
Total Other Comprehensive lncome/{Expense)	10.22	il0.58	111.01	12.23	116.16	121.19
7. Total Comprehensive lncome/(Expense) for the period (5 + 6)	1507.33	/510.82	239.88	'928.01	614.66	976.87
8. Paid-up Equity Share Capital (par value of Rs. 2/· each)	994.90	994.90	819.45	994.90	819.45	874.95
9. Paid-up Compulsorily Convertible
Preference Share Capital (par value of Rs. 100/- each)	1,777.47	1,777.47		1,777.47	-	3,404.93
10. Other Equity (excluding Revaluation Reserves)
						28,885.09
11. Earnings per Equity share
Earnings per Equity share (Basic and Diluted) {in Rupees) *(not
annualized) (par value Rs. 2/· each)	(1.09)'	(1.01)*	0.68*	(1.98)'	1.72*	2.68

Date: February 13, 2023 Place : Kolkata

For SPML Infra limited

Notes to the Statement of Standalone Financial Results

• 1. The above unaudited standalone results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors of the Company at their respective meetings held on 13th February, 2023.
• 1. The Company has been facing financial crisis since last few financial.years and with effect from the financial year 2019-20, the Company is in default relating to payment of its dues to the financial creditors (mainly to banks/financial institutions, hereinafter referred to as "Lenders") and accordingly, the borrowing facilities of the company with the Lenders are irregular as at 31" December, 2022. The Company is in the process of formulating ^a resolution plan with the Lenders which is at an advanced stage of discussions and considering, inter alia, the favourable business environment in the sector in which the Company operates, it is quite hopeful that the Lenders will implement ^a resolution plan. The Management is confident that with the support of the Lenders and their ultimate approval of ^a resolution plan, the Company shall be able to generate sufficient cash inflows through profitable operations to discharge its financial obligations. Accordingly, the Company's Board of Directors considers it appropriate to prepare these financial results on ^a going concern basis.
• 1. Interest on YTM basis amounting to Rs.1,597.72 lakhs and Rs.4,681.08 lakhs for the quarter and nine months ended 31'1 December,2022 respectively have not been provided on Optionally Convertible Debentures (OCDs) issued to Lenders under S4A scheme, as the same is not payable until maturity of such OCDs. The Statutory Auditors' Limited Review Report is modified in respect of this matter by way of ^a qualification. The Audit Report for the year ended 31'1 March, 2022 and the Limited Review Report for the quarter and nine months ended 31'1 December, 2021 were similarly modified in respect of this matter.
• 1. The operations of the company have suffered in the last few years mainly due to general economic slowdown as well as various actions and inactions by various Government bodies/ authorities, including factors beyond the control of the Company or its management. The major clients I customers of the Company are government bodies wherein the monies of the company are stuck since long and for which the claims of the Company are pending. The situation has been further aggravated with the non-release of sanctioned working capital credit facilities including Bank Guarantee limits, along with levy of excess margin and charges by some of the Lenders as against the agreed terms of sanction by them. Due to the mismatch in the cash flows, the Company has not been able to service its debts or meet the payment obligations to the Lenders. Hence, the accounts of the Company with the Banks have been classified as non-performing asset. Consequently, w.e.f. 1'' November, 2019, majority of the Lenders ceased charging interest on loans to the Company, in their

books of account, as per RBl's prudential norms. Hence, the company is not recognizing any interest liability on the fund based borrowing facilities from the Lenders in the books of accounts, with effect from 1'' November, 2019. Accordingly, based on the expectation of approval and implementation of ^a resolution plan, interest expense of Rs.6,025.38 lakhs and Rs.18,159.94 lakhs on the said borrowings have not been recognized for the quarter and nine months ended 31'' December, 2022 respectively. Effect of the resolution plan would be provided in the financial statements of the Company as and when ^a plan is finally approved and implemented by the Lenders. Statutory Auditors' Limited Review Report is modified in respect of the aforesaid non-recognition of interest liability, by way of ^a qualification. The Audit Report for the year ended 31'' March, ²⁰²² an1:l the Limited Review Report for the quarter and nine months ended 31'' December, ²⁰²¹ were similarly modified in respect of this matter. Further, on the aforesaid grounds, in respect of certain other borrowings including those from related parties ( i.e. borrowing other than from 'Lenders'), the company has not recognized interest expense of Rs.123.07 lakhs and Rs.369.07 lakhs for the quarter and nine months ended 31'' December, 2022 respectively. Statutory Auditors' Limited Review Report is modified in respect of the aforesaid non-recognition of interest liability, by way of ^a qualification. The Audit Report for the year ended 31'' March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31'' December, ²⁰²¹ were similarly modified in respect of this matter.

1. The company has given unsecured loans to certain subsidiaries, joint ventures and associates for developing various projects. However, due to the current financial difficulties being faced by the Company, as detailed in Note nos. ² and ⁴ herein above, it has not been able to continue providing required financial support which they have asked for subsequently for developing the projects. Consequently and coupled with various other reasons specific to each such subsidiary, joint venture and associate and the general economic conditions, their financials have been adversely impacted over ^a period of time. Based on the assessment of financials etc. of these companies and as per the provisions of Ind AS, the Company has been providing for expected credit losses in respect of the loans given to them alongwith accrued interest. In view of the aforesaid circumstances and considering the probability that the Company will collect the interest to which it is entitled to, the Company has, with effect from 1'' April, 2021, postponed recognition of income from interest on such unsecured loans given to certain subsidiaries, joint ventures and associates which are impaired fully/partially by way of expected credit losses as per the provisions of Ind AS. The amount of such interest not recognized for the quarter and nine months ended 31'' December, 2022 is Rs.263.94 lakhs and Rs_.788.95 lakhs respectively. The interest income would be considered as revenue, as per the provisions of Ind AS, in the period in which the ^e is =··-- certainty of it's collection/it is ultimately collected. Notwithstanding the af id:.A:I)_? Company always has the right to recover the entire outstanding loan i!l??f? interest accrued thereon. ??? .5' * _..,;

• 1. Clients of the Company had foreclosed certain projects/contracts which are presently under arbitration/litigation proceedings. The management, based on the facts of the cases, is confident to realise the trade receivables as at 31st December, ²⁰²² of Rs.7,372.07 lakhs related to the aforesaid projects/contracts. The Statutory Auditors have expressed their inability to comment upon the recoverability/realisability of the aforesaid amount and their Limited Review Report is modified in respect of this matter by way of ^a qualification. The Audit Report for the year ended 3i5t March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, 2021 were similarly modified in respect of this matter.
• 1. The Company has certain trade and other receivables of Rs.42,796.11 lakhs as at 31st . December, ²⁰²² backed by arbitration awards pronounced in its favour over the years. Further, the Company has recognised interest income of Rs.723.26 lakhs and Rs.2,126.84 lakhs during the quarter and nine months ended 31st December, ²⁰²² respectively on such arbitration awards. Against these awards, the customers have preferred appeals in the jurisdictional courts and the legal proceedings are going on. Pending the outcome of the said legal proceedings, the above amounts are being treated as fully realisable as based on the facts of the respective case, the management is confident that the final outcome of the legal proceedings would be in its favour.
• 1. Other Income during the quarter ended 31st December, 2022 includes Rs. 82.26 lacs towards write back of credit balances of certain creditors, deemed by the management to be no longer payable.
• 1. Previous period's figures have been regrouped /rearranged wherever considered necessary, to make them comparable with those of the current period.

Place: Kolkata Date : 13th February, ²⁰²³

Chairman DIN : 00464390

I J l

⁸⁸ Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

Chartered Accountants

LIMITED REVIEW REPORT TO THE BOARD OF DIRECTORS, SPML INFRA LIMITED

• 1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of SPML Infra Limited ("theCompany"),for the quarter and nine months ended 31st December, ²⁰²² ("theStatement"),being submitted by the Company pursuan^t to the requirements of Regulation ³³ of the SEBI (ListingObligations and Disclosure Requirements)Regulations,2015, as amended, includingrelevant circulars issued by the SEBI from time to time.
• 1. The Statement, which is the responsibilityof the Company's Managementand approvedbythe Company's Board of Directors, has been prepare^d in accordance with the recognitionand measurement principleslaid down in Indian AccountingStandard ³⁴ "Interim Financial Reporting",prescribedunder Section ¹³³ of the CompaniesAct, ²⁰¹³ ("theAct")and other accounting principles generally accepted in India. Our responsibilityis to express ^a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements(SRE)²⁴¹⁰ "Review of Interim Financial Information Performed by the Independent Auditor of the Entity",issued by the Institute of Chartered Accountants of India. This standard requiresthat we plan and performthe review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarilyof persons responsible for financial and accounting matters, and applying analytical and other review procedures. ^A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditingspecified under section 143(10) of the Act, and consequently,does not enable us to obtain assurance that we would become aware of all significantmatters that mightbe identified in an audit. Accordingly,we do not express an audit opinion.
• 1. The Statement includes the results of the 'Joint Operations' as given in the Annexure to this report.

Basis for Qualified Conclusion

• 1. As stated in:
• (i) Note no. ³ to the Statement, interest on YTM basis amounting to Rs. 1,597.72 lakhs and Rs. 4,681.08 lakhs for the quarter and nine months ended 31st December, ²⁰²² respectivelywas not provided on OptionallyConvertible Debentures (OCDs)issued to lenders under S4A scheme, which is not in accordance with the requirements of Ind AS 23: BorrowingCosts read with Ind AS 109: Financial Instruments. Had such interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensiveexpense would have been higherto the extent of the aforesaid amounts, for the quarter and nine months ended 31st December, ²⁰²² respectively. Further, since the issue of OCDs, the total liabilitynot provided for in respec^t of such interest on YTM basis is Rs. 27,995.61 lakhs as at 31st December, 2022. The Auditor's Report for the year ended 31st March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter.

Bangalore: "Park Plaza" First Floor, No.l, Park Road (Off. Infantry Road), Tasker Town, Bangalore- ⁵⁶⁰⁰⁵¹ · T. +91 ^{804124 2545} F. +91 ^{804124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sumit Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

BB Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 / 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

• Chartered Accountants
• (ii) Note no. ⁴ to the Statement, interest expense of Rs.6,025.38 lakhs and Rs.18, 159.94 lakhs on the Company's borrowings from certain financial creditors (banks & financial institutions) has not been recognised for the quarter and nine months ended 31st December, ²⁰²² respectively. This is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments. Had the aforesaid interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense would have been higherto the extent of the aforesaid amounts for the quarter and nine months ended 31st December, ²⁰²² respectively.The Auditor's Report for the year ended 31st March,2022 and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter. Further, Rs.123.07 lakhs and Rs.369.07 lakhs representing interest expense on the Company's borrowings from certain financial creditors (other than banks and financial institutions)has not been recognized for the quarter and nine months ended 31st December, ²⁰²² respectively.This is not in accordance with the requirements of Ind AS 23: BorrowingCosts read with Ind AS 109: Financial Instruments. Had the aforesaid interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense would have been higherto the extent of the aforesaid amounts for the quarter and nine months ended 31st December, ²⁰²² respectively. The Auditor's Reportfor the year ended 31st March,2022 and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter.
• (iii) Note no. ⁶ to the Statement, regardingthe Company'strade receivables (net of ECL)as at 31st December, ²⁰²² of Rs. 7,372.07 lakhs, relatingto certain projects where the claims are presently under arbitration/ litigation proceedings. Pending the ultimate outcome of these matters (fate of which is presently unascertainable),we are unable to comment on the recoverabilitythereof. The Auditor's Report for the year ended 31st March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter.
• 1. Based on our review conducted as above, excep^t for the effects ^I possible effects of the matters as stated in paragraph⁵ above, nothinghas come to our attention that causes us to believe that the accompanyingStatement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian AccountingStandard ³⁴ and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation³³ of the SEBI (ListingObligationsand Disclosure Requirements)Regulations, 2015, as amended, includingthe manner in which it is to be disclosed or that it contains any material misstatement.

Emphasis of Matters

• 1. We draw attention to:
• (i) Note no. ² to the Statement which indicates that the Company has defaulted in paymen^t of dues to financial creditors, is facingworkingcapital constraints and its borrowal facilities are irregularwith financial creditors as at 31st December, 2022. Based on ongoing discussion with such creditors for formulation of ^a resolution plan and other mitigatingfactors as mentioned in the aforesaid Note no. 2, the Company'sBoard of Directors is of the view that goingconcern basis of accountingis appropriatefor preparationof the accompanyingStatement.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 ^{80 4124 2545} F. +91 ^{80 4124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sum it Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

• (ii) Note no. ⁵ to the Statement, regardingpostponement of recognitionof income from interest on unsecured loans ^given to certain subsidiaries, joint ventures and associates which are impairedfully/partiallyby way of expected credit losses.
• (iii) Note no. ⁷ to the Statement, regarding uncertainties relatingto the recoverabilityof certain trade & other receivables as at 31st December, ²⁰²² and recognitionof interest income thereon, arising out of arbitration awards pronouncedin favour of the Company.
• (iv) Note no. ⁸ to the Statement regarding writeback of certain credit balances aggregating to Rs. 82.26 lakhs, included in 'Other Income'.

Our repor^t on the Statement is not modified in respec^t of these matters.

Other Matters

Chartered Accountants

• 1. (i) We did not review the financial statements/financial information ^I financial results of ³ (three) jointoperations included in the Statement, whose financial statements ^I financial information ^I financial results reflect total revenues of Rs. 1,127.42 lakhs and Rs.4,692.17 lakhs, total net loss after tax of Rs.0.30 lakh and total net profitafter tax Rs.0.28 lakh, total comprehensive loss of Rs.0.30 lakh and total comprehensive income of Rs.0.28 lakh for the quarter and nine months ended 31st December, ²⁰²² respectively, as considered in the Statement. These financial statements ^I financial information ^I financial results have been reviewed by other auditors, whose review reports have been furnished to us by the managemen^t and our opinion on the Statement, in so far as it relates . to the amounts and disclosures included in respec^t of these joint operations, is based solely on the review reports of such other auditors and on the procedures performedby us as stated in para ³ to this repor^t
• (ii) We did not review the financial statements ^I financial information ^I financial results of 4(four)jointoperations included in the accompanyingStatement, whose financial statements ^I financial information /financial results reflect total revenue of Rs.3,408.09 lakhs and Rs. 6,892.37 lakhs, total net profitafter tax of Rs.0.92 lakhs and Rs 1.84 lakhs and total comprehensive income of Rs.0.92 lakhs and Rs 1.84 lakhs for the quarter and nine months ended 31st December, ²⁰²² respectively,as considered in the accompanyingStatement. These financial statements I financial information/financial results are un-reviewed/unaudited and have been furnished to us bythe Company'smanagemen^t and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respec^t of these jointoperations, is based solelyon such managemen^t certified financial statements/financial information/financial results. According to the information and explanations given to us by the Company's management, these financial statements/financial information /financial results are not material to the Statement.

Our repor^t on the Statement is not modified in respec^t of this matter.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 ^{80 4124 2545} F. +91 ^{80 4124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sumit Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

⁸⁸ Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

(iii)Owingto non-availabilityof interim financial statements/financial information/financial results of ⁵ (five)jointoperations,the same were not included in the Statement. Accordingto the information and explanationsgivento us by the Company'smanagement, such interim financial statements/financial information/financial results are not material to the Statement.

Our repor^t on the Statement is not modified in respec^t of this matter.

For Maheshw ri & Associates Chartered Ac FRN: 311008

CA. Bijay Murmuria Partner Membership No. : ⁰⁵⁵⁷⁸⁸

UDIN: 23055788BGYJPU4389

Place: Kolkata

Date: 13th February, ²⁰²³

Bangalore: "Park Plaza" First Floor, No. 1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 ^{804124 2545} F. +91 ^{804124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sum it Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E. mumbai@maheshwariassociates.com

SB Middleton Street, 6A Geetanjali Kolkata 700071, India T +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

Annexure to the Limited Review Report on the Standalone Financial Results

List of 'Joint Operations' whose financial results are included in the Statement

• 1. SPML HCIL JV
• 1. SPML- CISC JV
• 1. JWIL- SPML (JV)
• 1. Simplex-Subhash JV
• 1. SPML-Shree Hari JV
• 1. SPML-JWIL JV
• 1. BCPL SPML JV

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off Infantry Road). Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 80 4124 2545 F. +91 80 4124 2547 E .. bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sum it Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

SPML INFRA LIMITED

Registered Office: F-27/2, Okhla Industrial Area, Phase- II, New Delhi-110020 Tel: +91-0124-3944555; Fax- +91-0124-3983201 _.., Website: www.spml.co.i'n; Email: info@spml.co.in GIN: L40106DL 1981 PLC012228

Particulars	December Three months ended			31 2022 Nine months	Rs in Lakhs ended Year
	31-Dec-22	30-Sep-22	31-Dec-21	31-Dec-22	ended 31-Dec-21
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	31-Mar-22
1. Revenue						Audited
,. Revenue Operations from	15,327.69	13,723.42	27,601.22	41,964.16	71,003.23	95,177.28
b. Other Income	265.92	1,163.98	239.48	1,938.92	1,767.73	2,933.65
Tota! Income	15.593.61	14 887.40	27 840.70	43 903,08	72 770.96	98,110.93
2. Expenses
a. Materials Consumed and Other Construction Expenses	13,620.81	11,779.56	25,043.14	36,348.35	64,137.97	83,976.53
b. Employee Benefits Expense	605.38	706.60	730.83	2,011.76	2,077.10	2,820.90
'· Finance Cost	600.73	314.46	477.24	1939.73	1126.06	3,287.74
d. Depreciation and Amortisation Expenses e. Other Expenses	73.57	74.11	93.08	226.42	320.42	401.06
Total Expenses	1,085.59 15 986.08	2874.14	1,159.09	4,566.94	4,794.12	7,817.68
		15 748.87	27 503.38	45 093.20	72 455.67	98 303.91
3. Profltl(Loss) before share of Profit/(Loss) of Associates & Joint Ventures & Tax (.1-2)	{392.47)	(861.47)	337.32	(1190.12)	315.29	{192.98)
4. Tax Expense
a. Current Tax	9.91		108.76	62.20	108,76	345.65
b. Deferred Tax	115.66	10.55)	/3.70l	114.57	/485.28\	(458.00l
	125.57	/0.55)	105.06	176.77	{376.521	1112.35\
5. Profit/(Loss) before share of Profit/(Loss) of Associates and Joint Ventures (3-4)	(518.04)	(860.92)	232.26	(1366.89)	691.81	(80.63)
Share of Profit/(Loss) of Associates and Joint ventures	8.94	(5.93)	(131.18)	32.57	(68.06)	86.74
Non - controlli11g Interest	52.47	(57.17)	(7.74)	(5.23)	(7.31)	(46.08)
6. ProfJU(Loss) after Tax	1561.57\	(809.68\	108.82	/1329.09\	631.06	32.19
7. Other Comprehensive fncome/(Expense)					,
Items 110! to be reclassified subsequently to Profit or Loss (net of tax)
- Gain/(Loss) on fair value of defined benefit plans	10.22	(10.58)	111.01'	12.23	(16.16)	121.20)
Total Other Comprehensive lncomel(Expense)	10.22	(10.581	(11.01\	12.23	(16.16)	(21.20\
Comprehensive lncomef(Loss) 8. Total for the period {6+7)	f551.35l	1820.26)	97.81	(1316.861	614.90	10.99
9. Paid-up Equity Share Capital (par value of Rs. 2/- each)	994.90	994.90	819.45	994.90	819.45	874.95
10. Paid-up Compulsorily Convertible Preference Share Capital (par value of Rs. 100/- each)	1,777.47	1,777.47		1,777.47		3,404.93
11. Other Equity [excludinq Revaluation Reserves)						27,705.58
Earnings per Equity Share 13.
Earnings per Equity share (Basic and Diluted) (in Rupees) '(not annualized) (par value Rs. 21- each)	{1.18) *	{1.64) •	0.30 *	(2.80) *	1.72 *	0.09

Dated: 13th February, 2023 Place: Kolkata

Chand Sethi

Notes to the Statement of Consolidated Financial Results

• 1. SPML Infra Ltd. (the 'Parent Company') and its subsidiaries are together referred to as 'the Group' in the following notes.
• 1. The above unauditedconsolldated results have been reviewed by the Audit Committee and subsequently approved by the Board of Directors of the Parent Company at their respective meetings held on 13th February, 2023.
• 1. The Parent Company has been facing financial crisis since last few financial years and with effect from the financial year 2019-20, the Parent is in default relating to payment of its dues to the financial creditors (mainly to banks/financial institutions, hereinafter referred to as "Lenders") and accordingly, the borrowing facilities of the Parent Company with the Lenders are irregular as on 31st December, 2022. The Parent Company is in the process of formulating ^a resolution plan with Lenders, which is at an advanced stage of discussions and considering, inter alia, the favourable business environment in the sector in which the Parent Company operates, it is quite hopeful that the Lenders will implement ^a resolution plan. The Management is confident that with the support of the Lenders and their ultimate approval of ^a resolution plan, the Parent Company shall be able to generate sufficient cash inflows through profitable operations to discharge its financial obligations. Accordingly, the Parent Company's Board of Directors considers it appropriate to prepare these financial results on ^a going concern basis.
• 1. Interest on YTM basis amounting to Rs. 1,597.72 lakhs and Rs. 4,681.08 lakhs for the quarter and nine months ended ³¹ '1 December, ²⁰²² respectively have not been provided on Optionally Convertible Debentures (OCDs) issued to Lenders under S4A scheme by the Parent Company, as the same is not payable until maturity of such OCDs. The Statutory Auditors' Limited Review Report is modified in respect of this matter by way of ^a qualification. The Audit Report for the year ended 31'1 March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, 2021 were similarly modified in respect of this matter.
• 1. The operations of the Group have suffered in the last few years mainly due to general economic slowdown as well as various actions and inactions by various Government bodies I authorities, including factors beyond the control of the Group or its management. The major clients ^I customers of the Group are government bodies wherein the monies of the Group are stuck since long and for which the claims of the Group are pending. The situation has been further aggravated with the non-release of sanctioned working capital credit facilities including Bank Guarantee limits, alongwith levy of excess margin & charges by some of the Lenders as against the agreed terms of sanction by them. Due to the mismatch in the cash flows, the Parent Company has not been able to service its debts or meet the payment obligations to the Lenders. Hence, the accounts of the Parent Company with the Banks have been classified as non performing asset. Consequently, w.e.f 1'1 November, 2019, majority of the Lenders ceased charging interest on loans to the Parent Company, in their books of account, as per RBl's prudential norms. Hence, the Parent Company is not recognizing any interest liability on the fund based borrowing facilities from the Lenders in the books of accounts, with effect from 1st November, 2019. Accordingly, based on the expectation of approval and implementation of ^a resolution plan, interest expense of Rs.6,025.38 lakhs and Rs. 18,159.94 lakhs on the said borrowings have not been recognized for the quarter and nine months ended 31'1 December, ²⁰²² respectively. Effect of the resolution plan would be provided in the financial statements ?...,'f=R"'A"'-" the Parent Company as and when ^a plan is finally approved and implemented by the len ? ]/ Statutory Auditors' Limited Review Report is modified in respect of the aforesaid ;r- ? ⁰ recognition of interest liability, by way of ^a qualification. The Audit Report for the year ^e j? 0i

31.'t March, ²⁰²² and the Limited Review Report for the quarter and ]line months ended 31st December, ²⁰²¹ were similarly modified in respect of this matter. Further, on the aforesaid grounds, in respect of certain other borrowings (i.e. borrowing other than from 'Lenders'), the Parent Company has not recognized interest expense of Rs.123.07 lakhs and Rs.369.07 lakhs for the quarter and nine months ended 31'1 December, ²⁰²² respectively. Statutory Auditors' Limited Review Report is modified in respect of the aforesaid non-recognition of interest liability, by way of ^a qualification. The Audit Report for the year ended 31" March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were similarly modified in respect of this matter.

• 1. Clients of the Parent Company had foreclosed certain projects/contracts which are presently under arbitration/litigation proceedings. The management, based on the facts of the cases, is confident to realise the trade receivables as at 31st December, ²⁰²² of Rs.7,372.07 lakhs related to the aforesaid projects ^I contracts. The Statutory Auditors have expressed their inability to comment upon the recoverability/realisability of the aforesaid amount and their Limited Review Report is modified in respect of this matter by way of ^a qualification. The Audit Report for the year ended 31" March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were similarly modified in respect of this matter.
• 1. The Parent Company made all the efforts to obtain the requisite financial statements ^I financial information ^I financial results of 1(one) subsidiary, 1(one) Associate and 4(four) Joint Venture Companies, for the quarter and nine months ended 31st December, 2022. However, in their absence, the consolidated financial results for the said period have been prepared without considering the financial impact of such financial statements ^I financial information/ financial results of the said such companies. Further, the management has assessed that such financial statements/financial information/financial results are not material to the overall consolidated financial results for the quarter and nine months ended 31st December, 2022.
• 1. The Parent Company has certain trade and other receivables of Rs. 42,796.11 lakhs as at 31st December, ²⁰²² backed by arbitration awards pronounced in its favour over the years. Further, the Parent Company has recognised interest income of Rs. 723.26 lakhs and Rs. 2,126.84 lakhs during the quarter and nine months ended 31st December, ²⁰²² respectively on such arbitration awards. Against these awards, the customers have preferred appeals in the jurisdictional courts and the legal proceedings are going on. Pending the outcome of the said legal proceedings, the above amounts are being treated as fully realisable as based on the. facts of the respective case, the management is confident that the final outcome of the legal proceedings would be in its favour.
• 1. Other Income during the quarter ended 31,t December, 2022 includes Rs. 82.26 lacs towards write back of credit balances of certain creditors of the Parent Company, deemed by the management to be no longer payable.
• 1. Previous period's figures have been regrouped /rearranged wherever considered necessary, to make them comparable with those of the current period.

Place: Kolkata Date: 13th February, 2023

⁸⁸ Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

MAHESHWARI & ASSOCIATES

Chartered Accountants

1_,f\, 1_V,'\

LIMITED REVIEW REPORT TO THE BOARD OF DIRECTORS, SPML INFRA LIMITED

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of SPML Infra Limited ("theParent")and its subsidiaries (the Parent and its subsidiaries togetherreferred to as "the Group"),its associates and joint ventures, for the quarter and nine months ended 31st December, ²⁰²² ("theStatement"), being submitted bythe Parent pursuan^t to the requirements of Regulation³³ of the SEBI (ListingObligationsand Disclosure Requirements)Regulations,2015, as amended, includingrelevant circulars issued by the SEBI from time to time.
• 1. The Statement, which is the responsibilityof the Parent's Management (the 'Management')and approved bythe Parent's Board of Directors, has been prepared in accordance with the recognitionand measurement principles laid down in Indian AccountingStandard ³⁴ "Interim Financial Reporting",prescribed under Section ¹³³ of the Companies Act, ²⁰¹³ ("theAct")and other accounting principlesgenerally accepted in India. Our responsibility is to express ^a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements(SRE)²⁴¹⁰ "Review of Interim Financial Information Performed by the Independent Auditor of the Entity",issued by the Institute of Chartered Accountants of India. This standard requires that we plan and performthe review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of makinginquiries, primarilyof persons responsible for financial and accounting matters, and applying analytical and other review procedures. ^A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditingspecified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significantmatters that mightbe identified in an audit. Accordingly,we do not express an audit opinion.
• 1. The Statement includes the results of the entities as given in the Annexure to this report.

Basis for Qualified Conclusion

• 1. As stated in:
• (i) Note no. ⁴ to the Statement, interest on YTM basis amountingto Rs.1, ⁵⁹⁷ .72 lakhs and Rs.4,681.08 lakhs for the quarter and nine months ended 31st December, ²⁰²² respectivelywas not provided on Optionally Convertible Debentures (OCDs)issued to lenders under S4A scheme by the Parent, which is not in accordance with the requirements of Ind AS 23: BorrowingCosts read with Ind AS 109: Financial Instruments. Had such interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense would have been higher to the extent of the aforesaid amounts, for the quarter and nine months ended 31st December, ²⁰²² respectively.Further, since the issue of OCDs, the total liabilitynot provided for in respec^t of such interest on YTM basis is Rs.27,995.61 lakhs as at 31st December, 2022. The Auditor's Reportfor the year ended 31st March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter.

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 ^{80 4124 2545} F. +91 ^{80 4124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, 5umit Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

SB Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

• (ii) Note no. ⁵ to the Statement, interest expense of Rs. 6,025.38 lakhs and Rs.18, 159.94 lakhs on the Parent's borrowingsfrom certain financial creditors (banks & financial institutions)has not been recognized for the quarter and nine months ended 31st December, ²⁰²² respectively.This is not in accordance with the requirementsof Ind AS 23: BorrowingCosts read with Ind AS 109: Financial Instruments. Had the aforesaid interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense would have been higherto the extent of the aforesaid amounts for the quarter and nine months ended 31st December, ²⁰²² respectively.The Auditor's Reportfor the year ended 31st March,2022 and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter. Further, Rs. 123.07 lakhs and Rs.369.07 lakhs representing interest expense on the Parent's borrowingsfrom certain financial creditors (otherthan banks and financial institutions)has not been recognized for the quarter and nine months ended 31st December, ²⁰²² respectively. This is not in accordance with the requirements of Ind AS 23: BorrowingCosts read with Ind AS 109: Financial Instruments. Had the aforesaid interest expense been recognised, the finance costs, loss before tax, loss after tax and total comprehensive expense would have been higherto the extent of the aforesaid amounts for the quarter and nine months ended 31st December, ²⁰²² respectively.The Auditor's Report for the year ended 31st March,2022 was also qualifiedin respec^t of this matter.
• (iii) Note no. ⁶ to the Statement, regardingthe Parent's trade receivables (netof ECL)as at 31st December, ²⁰²² of Rs. 7,372.07 lakhs, relatingto certain projects where the claims are presentlyunder arbitration/ litigation proceedings.Pending the ultimate outcome of these matters (fate of which is presently unascertainable),we are unable to comment on the recoverabilitythereof. The Auditor's Report for the year ended 31st March, ²⁰²² and the Limited Review Report for the quarter and nine months ended 31st December, ²⁰²¹ were also qualifiedin respec^t of this matter.
• 1. Based on our review conducted as above, excep^t for the effects ^I possible effects of the matters as stated in paragraph ⁵ above, nothinghas come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principleslaid down in the aforesaid Indian. Accounting Standard ³⁴ and other accounting principlesgenerally accepted in India, has not disclosed the information requiredto be disclosed in terms of Regulation³³ of the SEBI (ListingObligationsand Disclosure Requirements)Regulations, 2015, as amended, includingthe manner in which it is to be disclosed or that it contains any material misstatement.

Bangalore: "Park Plaza" First Floor, No.l, Park Road (Off. Infantry Rciad), Tasker Town, Bangalore-560051 T. +91 ^{80 4124 2545} F. +91 ^{80 4124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sumit Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai-400104 T. +91 9152105868 E.mumbai@maheshwariassociates.com

8B Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

Chartered Accountants

Emphasis of Matters

• 1. We draw attention to:
• (i) Note no. ³ to the Statement which indicates that the Parent has defaulted in paymen^t of dues to financial creditors, is facingworkingcapital constraints and its borrowal facilities are irregularwith financial creditors as at 31st December, 2022. Based on ongoingdiscussion with such creditors for formulation of ^a resolution plan and other mitigatingfactors as mentioned in the aforesaid Note no. 3, the Parent's Board of Directors is of the view that goingconcern basis of accountingis appropriatefor preparation of the accompanying Statement.
• (ii) Note no. ⁷ to the Statement, regarding unavailabilityof financial statements/financial information/financial results of ¹(one)subsidiary, 4(four)joint ventures and ¹(one) associate company for the quarter and nine months ended 31st December, 2022. Accordingto the information and explanations given to us by the management, such unavailable financial statements/financial information/financial results are not material to the statement.
• (iii) Note no. ⁸ to the Statement, regarding uncertainties relating to the recoverabilityof certain trade & other receivables as at 31st December, ²⁰²² and recognitionof interest income thereon, arisingout of arbitration awards pronounced in favour of the Parent.
• (iv) Note no. ⁹ to the Statement regarding writeback of certain credit balances by the Parent aggregating to Rs.82.26 lakhs, included in 'Other Income'.

Our repor^t on the Statement is not modified in respec^t of these matters.

Other Matters

• 8.(i) We did not review the financial statements/financial information ^I financial results of ¹ (one) subsidiary included in the Statement, whose financial statements ^I financial information ^I financial results reflect total revenues of Rs.0.29 lakh and Rs.34.49 lakhs, total net loss after tax of Rs.3.34 lakhs and Rs.580.03 lakhs total comprehensive loss of Rs.3.34 lakhs and Rs.580.03 lakhs for the quarter and nine months ended on 31st December, ²⁰²²² respectively, as considered in the Statement. These financial statements ^I financial information ^I financial results have been reviewed by other auditor, whose review repor^t has been furnished to us by the Parent's managemen^t and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respec^t of this subsidiarycompany, is based solelyon the review repor^t of such other auditor and on the procedures performedby us as stated in para ³ to this report.
• (ii) We did not review the financial statements ^I financial information ^I financial results of 6(six)subsidiaries for the quarter and nine months ended 31st December, ²⁰²² included in the statement, whose financial statements ^I financial information /financial results reflect total revenues of Rs.238.43 lakhs and Rs.919.58 lakhs, total profit after tax of Rs.85.7 ⁴ lakhs and Rs.118.03 lakhs and total comprehensive income of. Rs.85.7 ⁴ lakhs and Rs.118.03 lakhs for the quarter and nine months ended 31st December, ²⁰²² respectively.The Statement also includes the Group'sshare of net loss after tax of Rs.11.38 lakhs and net profitafter tax of Rs.16.19 lakhs and total comprehensive expense of Rs.11.38 lakhs and total comprehensive income of Rs.16.19 lakhs for the quarter and nine months ended 31st December, ²⁰²² respectivelyin respec^t of 6(six)associates and 1(one)

Bangalore: "Park Plaza" First Floor, No. 1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 ^{804124 2545} F. +91 ^{804124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sum it Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

8B Middleton Street, 6A Geetanjali Kolkata 700071, India T. +91 33 2229 8936 I 6758 E. kolkata@maheshwariassociates.com www.maheshwariassociates.com

Chartered Accountants

jointventure whose financial statements ^I financial information/financial results have not been reviewed by us. These financial statements I financial information/financial results are un-reviewed/unaudited and have been furnished to us by the managemen^t and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respec^t of these subsidiaries, associates and joint ventures is based solely on such unreviewed/unaudited, managemen^t certified financial statements/financial information/financial results. In our opinionand according to the information and explanationsgivento us bythe Parent's Board of Directors, these unaudited and managemen^t certified financial statements/financial information /financial results are not material to the Statement.

Our repor^t on the Statement is not modified in respec^t of this matter.

Membership No. : ⁰⁵⁵⁷⁸⁸

UDIN : 23055788BGY JPV4621

Place: Kolkata Date: 13th February, ²⁰²²

Bangalore: "Park Plaza" First Floor, No.1, Park Road (Off. Infantry Road), Tasker Town, Bangalore - ⁵⁶⁰⁰⁵¹ T. +91 ^{80 4124 2545} F. +91 ^{80 4124 2547} E.bangalore@maheshwariassociates.com

Mumbai: 304F, ^B Wing, Sum it Samarth Arcade, Tatya Tope CHSL, Aarey Road, Goregaon (West), Mumbai - ⁴⁰⁰¹⁰⁴ T. +91 9152105868 E.mumbai@maheshwariassociates.com

Chartered Accountants

Annexure to the Limited Review Report on the Standalone Financial Results

List of entities whose financial results are included in the Statement

Subsidiaries

• 1. Allahabad Waste Processing Co. Ltd.
• 1. Doon ValleyWaste Management Private Ltd
• 1. Mathura Nagar Waste Processing Co. Pvt. Ltd.
• 1. SPML Utilities Limited
• 1. SPML Infrastructure Limited
• 1. Sanmati Infra Developers Private Limited
• 1. PondicherrySez Co. Ltd.

Associates

• 1. SPMLIL- Amrutha Construction Pvt Ltd
• 1. Madurai MunicipalWaste Processing Co. Pvt. Ltd.
• 1. SPML Energy Limited
• 1. Binwa Power Company Private Limited
• 1. Spml Bhiwandi Water Supply Management Ltd.
• 1. Spml Bhiwandi Water SupplyInfra Ltd.

Joint Ventures

1. HydroCompEnterprises (India)Limited.