Clean Max Enviro Energy Solutions Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for Fiscals 2025, 2024, and 2023. This section should be read together with "Risk Factors", "Industry Overview", "Business", and "Restated Consolidated Financial Information " on pages 37, 201, 256 and 490, respectively. Unless otherwise stated or the context requires otherwise, the financial information in this section has been derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal 2025, " "Fiscal 2024" and "Fiscal 2023" are to the 12-month period ended March 31 of the relevant year.

Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Please also see "Risk Factors - External Risks-Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition, result of operations and cash flows. " on page 76. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as the risks set forth in the chapters entitled "Risk Factors" and "Forward-Looking Statements" on pages 37 and 35, respectively.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled ‘Assessment of Indian Corporate Renewable Power Market dated August 2025 ("CRISIL Report") prepared and issued by CRISIL, which has been commissioned and paid for by our Company exclusively in connection with the Offer and prepared, only for the purposes of understanding the industry in which we operate, pursuant to an engagement letter dated May 7, 2025.

The CRISIL Report will form part of the material documents for inspection and is available at the following web-link https://cleanmax.com/ipo-2025. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year or period, refers to such information for the relevant year or period. For further details, see "Risk Factors - Internal Risks - Certain sections of this Draft Red Herring Prospectus contain information from the CRISIL Report which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks." on page 71 and "Industry Overview" beginning on page 201.

Overview

We are Indias largest commercial and industrial ("C&I") renewable energy provider as of July 31, 2025, according to the CRISIL Report. We have 2.54 GW of operational, owned and managed capacity, and 2.53 GW of Contracted yet to be executed capacity as of July 31, 2025. With nearly 15 years of experience since our inception in 2010, we specialize in delivering Net Zero and decarbonization solutions, including supplying renewable power and offering energy services and carbon credit solutions to customers across data centres, AI and technology industries ("Technology customers"); and C&I enterprises across a range of sectors, including infrastructure, cement, steel, industrial manufacturing, FMCG, pharmaceuticals, real estate, and global capability centres ("Conventional C&I customers"). Our expertise spans across providing energy contracting, engineering, procurement and construction ("EPC") services, and operation and maintenance ("O&M") services of renewable energy plants including solar, wind and hybrid plants, within our customers premises ("Onsite") and within CleanMax-developed renewable energy (solar, wind and hybrid) farms ("Offsite").

Our Business Model

Revenue

We offer a broad range of renewable energy offerings to our customers across geographies through our two business segments, comprising: (i) Renewable Energy Power Sales Segment; and (ii) Renewable Energy Services Segment. The following table provides our revenue from our two segments for the years indicated:

			Fiscal
	2025		2024		2023
Particulars	(in Rs. million)	(% of Revenue from operations)	(in Rs. million)	(% of Revenue from operations)	(in Rs. million)	(% of Revenue from operations)
Renewable Energy Power Sales	11,072.48	74.03%	8,663.33	62.33%	4,748.15	51.08%
Renewable Energy Services	3,766.53	25.18%	5,180.04	37.27%	4,547.67	48.92%
Other Un-allocable*	118.00	0.79%	55.00	0.40%
Revenue from Operations	14,957.01	100.00%	13,898.37	100.00%	9,295.82	100.00%

term of 22.73 years and the tariff is majorly fixed for the term of the agreement - demonstrating consistency in revenue. This is reported as "sale of power" in our statement of profit and loss. The offerings under this segment include (i) Onsite Solar, which are solar power plants that are located within customers premises ("Onsite Solar"); (ii) Offsite which includes the sale of power from power plants that we own and operate. Our Offsite business supports STU-Connected plants and CTU-Connected plants. For more details, see "Our Business - Overview starting on page 256.

• Renewable Energy Services Segment: we earn revenue primarily from providing services to customers to enable them to achieve their Net Zero aspirations. These services include providing Capex Services such as designing, developing, constructing and maintaining renewable energy plants owned by customers. Our EPC contracts are fixed price, and short-term contracts that have a term of less than one year. Revenue under EPC contracts is earned on a completion basis, that is, we recognize revenue upon completion of specific stages of the project. Revenue from Capex Services is typically reported as "revenue from projects" in our statement of profit and loss. We also earn revenue from providing operations and maintenance ("O&M") services to our customers that primarily avail our Capex Services. We also earn revenue from common infra services - that is, when customers use the common infrastructure at our renewable energy farms for operating the renewable energy plants that we have constructed and owned by them.

In addition, we earn revenue from providing Carbon Services, such as I-RECs and carbon removal credits. I-RECs from plants owned and operated by us will form part of Renewable Energy Power Sales Segment, and all others forms part of the Renewable Energy Services Segment.

For more details on each of our businesses, see "Our Business" starting on page 256.

Expenses

Our major expenses include (i) cost of materials consumed and cost of services and purchase of traded goods, (ii) employee benefits expenses, (iii) finance cost, and (iv) depreciation, amortization and impairment expenses.

• cost of materials consumed and cost of services and purchase of traded goods: this expense primarily relates to the cost for procuring materials and services for (i) Capex Services, and (ii) for operating and maintaining our own renewable energy plants. Our major materials and parts include wind turbines and solar modules. This expense is more relevant for the Renewable Energy Services Segment where we are required to procure parts and materials for the services we provide. We provide Capex Services to customers based on their needs. Consequently, while the overall contracted capacity increases year on year, the proportion of customers willing to incur a capital expenditure and opt for Capex Services may vary. As a result, the gross margin of the Renewable Energy Services Segment varies year on year.

Due to a mix of Renewable Energy Power Sales and Renewable Energy Services, our overall gross margins are not comparable year-on-year. This is because, while our Renewable Energy Power Sales segment earns a consistent gross margin, the margin of Renewable Energy Services segment varies as shown in the image below:

												(in Rs. million unless otherwise indicated)
						Fiscal
		2025				2024				2023
Particulars	Revenue from operations	Cost(1)	Gross Margin (2)	Gross Margin(3) (%)	Revenue from operations	Cost(1)	Gross Margin (2)	Gross Margin(3) (%)	Revenue from operations	Cost(1)	Gross Margin (2)	Gross Margin(3) (%)
Renewable Energy Power Sales	11,072.48	823.99	10,248.49	94.39%	8,663.33	575.20	8,088.13	86.15%	4,748.15	309.69	4,438.46	88.34%
Renewable Energy Services	3,766.53	3,157.58	608.95	5.61%	5,180.04	3,879.50	1,300.54	13.85%	4,547.67	3,961.88	585.79	11.66%
Other unallocable	118.00	118.00	-	-	55.00	55.00	-	-	-	-	-	-
Total	14,957.01	4,099.57	10,857.44	100%	13,898.37	4,509.70	9,388.67	100%	9,295.82	4,271.57	5,024.25	100%

Notes:

(1) Cost is a sum of the Cost of materials consumed and cost of services and Purchase of traded goods.

(2) Gross Margin is calculated as Revenue from operations less Cost of materials consumed and cost of services and Purchase of traded goods. Please see "-Non-GAAP Measures" on page 674.

(3) Gross Margin % is calculated as Gross Margin of the segment as a percentage of Revenue from Operations of the respective segment. Please see "-Non- GAAP Measured" on page 674.

• Employee benefits expenses: this expense primarily relates to salaries, wages and bonuses paid to employees and employee share based payment expenses. As of March 31, 2025, 2024 and 2023, we had an employee base of 491, 337 and 273, respectively. Our employee benefits expenses also includes share based payment expenses which are equity-settled in nature and, therefore, do not entail a cash outflow for our Company.

• Finance expenses: this expense primarily includes interest expense incurred for the loans we avail towards the development of power plants. Such loans include project finance debt, mezzanine loans and working capital loans. See "Financial Indebtedness starting on page 664 for more details.

• Depreciation, amortization and impairment expenses: this expense primarily relates to depreciation expenses incurred on our power plants over their useful life, which is typically 25 years.

• Exceptional items: The Company recorded a loss on account of changes in fair value of Compulsory Convertible Preference Shares ("CCPS"), which are measured at fair value through profit and loss, amounting to Rs.107.66 million and Rs.891.90 million in Fiscal 2024 and Fiscal 2023, respectively. Since this is distinct from the ordinary business of the Company, it is classified as an exceptional item. This loss does not entail any cash outflow for the Company. Also, these CCPS were converted into ordinary equity shares of the Company at fair value and thus had no impact on the Companys overall net worth.

• Total tax expense: Our total tax expense include current tax which primarily represents the taxes paid on inter-company and third-party margins of EPC contracts for renewable energy plants. As the constructed capacity increases, so does the corresponding tax expense. Therefore, the tax expense is representative of our growth in capacity. Typically, our Renewable Energy Power Sales segment, which is a significant contributor to our revenue and profitability, has nil tax for the first seven to eight years due to high unabsorbed depreciation. Deferred taxes relate to the notional tax adjustment on temporary differences between book profits and taxable profits.

• We also incur other expenses which primarily include insurance charges and compliance related costs such as statutory audit fees, internal audit fees and Corporate Social Responsibility expense.

Principal Factors Affecting our Financial Condition and Results of Operations

Contracted and Operational Capacity (a) Building new capacity

Our profitability depends on our ability to generate more revenue by developing and contracting new capacity for either the Renewable Energy Power Sales Segment or the Renewable Energy Services Segment. Evacuation approvals and land acquisition are critical for pipeline development in India, ensuring infrastructure and land access for effective project execution. Our pipeline offers visibility into growth and capacity additions in the coming years, underscoring our strategic expansion efforts. Beyond contracting, strong project development and evacuation visibility are essential for consistent delivery, as reflected in our project pipeline. The following table provides details of our capacity and project pipeline as of March 31, 2025 and as of July 31, 2025:

		As of March 31, 2025			As of July 31, 2025
Stage	Contracting Strategy	Solar (MWp)	Wind (MW)	Total (MW)	Solar (MWp)	Wind (MW)	Total (MW)
Operational	Onsite Solar	339	NA	2,178	354	NA	2,544
Capacity?	Onsite Solar - Capex	110	NA		111	NA
	STU - Group Captive	595	287		806	350
	STU - Third party, Open Access	342	149		371	172
	STU - Capex	234	122		245	135
Contracted	Onsite Solar	70	NA	2,770	92	NA	2,532
Capacity?	STU - Group Captive	834	320		665	261
	STU - Third party, Open Access	42	23		21	-
	STU - Capex	40	20		59	13
	CTU - Connected	972	449		972	449
Advance Stage capacity? (Evacuation received)	STU - Connected	487	120	1,140	949	449	1,935
	CTU - Connected	232	301		233	304
Under Development capacity? (Evacuation approval applied)	STU - Connected	704	270	1,674	1,244	634	3,131
	CTU - Connected	-	700		228	1,025
Total		5,001	2,761	7,762	6,350	3,792	10,142

Notes:

(1) Operational Capacity refers to projects commissioned as of March 31, 2025 or July 31, 2025 as applicable. Operational Capacity as on July 31, 2025 includes 286.75 MW of capacity for which CEIG charging approval has been received and COD certificate is awaited;

(2) Contracted Capacity refers to projects for which we have signed PPAs or LOls with customers as of March 31, 2025 or July 31, 2025 but are yet to execute projects; Contracted capacity includes 1,605 MW of contracted capacity for scheduled commissioning in the next 12 months i.e., on or before July 31, 2026.

(3) Advance Stage Capacity refers to projects which have received evacuation approvals as of March 31, 2025 or July 31, 2025;

(4) Under Development Capacity refers to projects with evacuation approval applied for as of March 31, 2025 or July 31, 2025.

Tariffs

Almost all power generated from our projects is sold under long-term PPAs to data centre, AI, technology, and other C&I customers. These PPAs have a weighted average term of 22.73 years. As of March 31, 2025, the average remaining tenure of our PPAs is more than 18 years. The tariff under our PPAs is determined through bilateral negotiations with our customers. Tariffs under our PPAs are mostly fixed for the duration of the PPA insulating us from variabilities of grid-based tariffs.

Our success therefore depends on our ability to contract additional capacity and competitively negotiate tariffs with customers. Further, our profitability also depends on the mix of power that is contracted. We generate higher tariffs from the sale of wind and/or hybrid power, compared to solar power.

		Fiscal
Particulars	2025	2024	2023
Average realised tariffs (T Per unit)	4.28	4.47	4.95
Average contracted tariffs (T Per unit)	3.62	3.69	4.12

We aim to expand and diversify our Renewable Energy Power Sales Segment, in terms of technology offerings and geographic footprint, to address evolving customer needs and regulatory opportunities. For more details, see " Our Business-Evolving our Operating Practices and Strategies" starting on page 275.

Execution efficiency - cost and time

Our profitability is predominantly contingent on our ability to manage costs relating to our EPC operations. Our most significant cost are those related to construction materials, stores and spare parts, including modules, inverters, turbines and steel, and the cost of services procured for the construction. As we conduct most of the EPC work internally, we gain greater control over specific costs. This is reflected in our projects being delivered within budgets. Below is the actual construction cost incurred as a percentage of the budgeted construction costs for own projects commissioned during the years indicated.

		Fiscal
Particulars	2025	2024	2023
Actual Cost/Budgeted Cost (%)	95.24%	95.54%	97.41%

Our profitability also depends on our ability to execute our contracts on contractually agreed timelines, as evidenced by the utilization of only 62.35% of the sanctioned interest cost during construction in the last three fiscals.

We also provide Capex Services which include designing, developing, constructing and maintaining renewable energy plants owned by customers. We generally enter into fixed price contracts of less than one year for turnkey projects and recognize revenue over time as we progress with construction on a percentage of completion method basis. We bill our customers according to contractually agreed milestones that reflect key stages of execution, such as entering into supplier contracts, delivery of modules and construction equipment and materials, installation, and commissioning of the solar power project. We also typically receive an advance payment from our customers at the time we enter into the contract and adjust the advance received against milestone payments.

Revenue earned from our Renewable Energy Power Sales segment is generally more consistent and has relatively low operating costs, leading to higher margins, whereas revenue from our Renewable Services Segment provides immediate cash flows.

Maintenance and performance of operational capacity

Our profitability is also affected by our ability to continue operating and maintaining our existing commissioned capacity, which depends on the continued availability of our power assets and the grid. The table below provides the average Plant and Grid Availability of our power plants for the years indicated:

	As of March 31,
Particulars	2025	2024	2023
Plant Availability - Offsite (1) (average)	97.74%	97.71%	97.89%
Average Grid Availability - Offsite (2) (average)	99.10%	99.26%	98.95%

(1) "Plant Availability " is calculated as weighted average ofplant availability by fully operational offsite projects capacity in the portfolio during the period/year.

(2) "Average Grid Availability" is calculated as weighted average of grid availability by fully operational offsite project capacity in the portfolio during the period/year.

Our plant performance also depends on:

• Weather conditions can have a significant effect on our power generation activities. The profitability of power plants is directly correlated to wind and solar conditions at our project sites. Variations in wind conditions occur as a result of fluctuations in wind currents on a daily, monthly and seasonal basis and, over the long-term, as a result of more general changes in the climate. In particular, wind conditions are generally tied to the monsoon season in India. The monsoon season in India runs from May to September (high wind months) and we generate a majority of our annual wind energy production during this period. Unfavorable wind conditions during the monsoon season could adversely affect production levels and our revenues. Our profitability also depends on the accuracy of the observed wind and solar conditions at our plants based on long-term averages of available resource data during the project development phase. Actual wind conditions may not conform to the measured data in resource assessment studies. In addition, climate conditions may be adversely affected by nearby objects, such as buildings, other large-scale structures or wind turbine generator systems, developed later by third parties. Furthermore, components of our systems, such as solar module panels and inverters, could be damaged by severe weather conditions, such as hailstorms, tornadoes or lightning strikes or levels of pollution, dust and humidity.

• The number and length of planned outages undertaken in order to perform necessary inspections and testing to comply with industry regulations and to permit us to carry out any maintenance activities can also affect our operating results. When possible, we try to schedule the timing of planned outages during the months with relatively low wind velocity. Unplanned outages caused by equipment malfunction, mechanical failure or damage to evacuation infrastructure could negatively affect our operating results. To manage malfunctions and to enable our projects to perform at desired levels, we undertake regular maintenance of our equipment. We seek to mitigate the risks of equipment failure by monitoring the performance of our wind and solar plants from our central and state monitoring centers on a continuous basis, reviewing real time data on actual energy generation at each site and addressing any anomaly.

• Our results of operations are materially influenced by the degree to which we are able to achieve maximum generation volumes through the operation of our projects. We strive to achieve growth by improving the availability and capacity of our projects while minimizing planned and unplanned project downtime. The number and length of planned outages, undertaken in order to perform necessary inspections and testing to comply with regulations and to permit us to carry out any maintenance activities, can impact operating results. When possible, we seek to schedule the timing of planned outages to coincide with periods of relatively low wind speeds at the relevant project. Likewise, unplanned outages can negatively affect our operating results, even if such outages may be covered by insurance.

Ability to obtain effective financing arrangements

• Project-level financing: We usually obtain project-level debt amounting to 65%-75% of the sanctioned project cost. This debt, post construction and asset stabilization, is refinanced at lower interest rates with top-ups in the majority of cases. This enables us to recover a significant portion of our equity invested in the project within one or two years of operations, while also managing the cost of financing. The table below provides the average project-level interest cost as a percentage of total expenses for the years indicated:

		Fiscal
Particulars	2025	2024	2023
Cost of Project Debt(1)	9.19%	9.47%	9.60%
Corporate Credit Rating	CARE A+ Positive	CARE A+ Stable	CARE A- Stable

Cost of Project Debt calculated as the weighted average interest rate on project loans outstanding as a the end of the respective Fiscals.

• Co-investments partnerships: Our business is inherently capital-intensive. To maximize growth while minimizing equity investment, we are pursuing several co-investment partnerships at the project level, wherein a 49% equity interest is being offered to a co-investment partner. We are entering into such co-investment partnerships with Apple (US$37.29 Million-LOI signed), Osaka Gas (Definitive agreement signed) and Toyota Tsusho (Definitive agreement signed).

However, we also manage our overall leverage by tracking our Debt (net off liquid assets)/EBITDA ratio. We have maintained a Debt (net off liquid assets)//Adjusted EBITDA ratio of 4.80 as of March 31, 2025.

Results of Operations

The following table sets forth select financial data from our Restated Consolidated Statement of Profit and Loss for the years indicated, the components of which are also expressed as a percentage of total income for such periods.

	Fiscal
	2025		2024		2023
Particulars	(in Rs. million)	(% of total income)	(in Rs. million)	(% of total income)	(in Rs. million)	(% of total income)
Income
Revenue from operations	14,957.01	92.88%	13,898.37	97.51%	9,295.82	96.73%
Other income	1,146.41	7.12%	354.72	2.49%	313.97	3.27%
Total income	16,103.42	100.00%	14,253.09	100.00%	9,609.79	100.00%
Expenses
Cost of materials consumed and cost of services	4,073.22	25.29%	4,496.10	31.54%	4,271.57	44.45%
Purchase of traded goods	26.35	0.16%	13.6	0.10%		0.00%
Employee benefits expense	1,046.82	6.50%	1,584.47	11.12%	675.06	7.02%
Other expenses	806.31	5.01%	743.19	5.21%	603.97	6.28%
Total expenses	5,952.70	36.97%	6,837.36	47.97%	5,550.60	57.76%
Finance costs	6,628.87	41.16%	5,043.84	35.39%	2,172.22	22.60%

 

	Fiscal
	2025		2024		2023
Particulars	(in Rs. million)	(% of total income)	(in Rs. million)	(% of total income)	(in Rs. million)	(% of total income)
Depreciation, amortisation and impairment expenses	2,999.90	18.63%	2,215.32	15.54%	1,176.15	12.24%
Restated Profit before tax and exceptional items	521.95	3.24%	156.57	1.10%	710.82	7.40%
Exceptional items	-	-	107.66	0.76%	891.90	9.28%
Restated Profit/(Loss) after exceptional items and before tax	521.95	3.24%	48.91	0.34%	(181.08)	(1.88)%
Total tax expense	403.18	2.50%	438.39	3.08%	433.18	4.51%
Share of profit of joint venture and associate (net of taxes)	75.52	0.47%	13.05	0.09%	19.53	0.20%
Restated Profit/(Loss) for the year	194.29	1.21%	(376.43)	(2.64)%	(594.73)	(6.19)%

The following table provides our revenue from our two segments for the years indicated:

	Fiscal
	2025		2024		2023
Particulars	(in Rs. million)	(% of revenue from operations)	(in Rs. million)	(% of revenue from operations)	(in Rs. million)	(% of revenue from operations)	3 Year CAGR (%)
Renewable Energy Power Sales	11,072.48	74.03%	8,663.33	62.33%	4,748.15	51.08%	52.71%
Renewable Energy Services	3,766.53	25.18%	5,180.04	37.27%	4,547.67	48.92%	NA
Other unallocable	118.00	0.79%	55.00	0.40%	-	-	-
Total Revenue from operations	14,957.01	100.00%	13,898.37	100.00%	9,295.82	100.00%	26.85%

Fiscal 2025 Compared to Fiscal 2024 Income

Our total income increased by 12.98% to Rs.16,103.42 million in Fiscal 2025 from Rs.14,253.09 million in Fiscal 2024, primarily due to an increase in our revenue from Renewable Energy Power Sales. This increase was partially offset by a decrease in our revenue from Renewable Energy Services.

• Our revenue from Renewable Energy Power Sales increased by 27.81% to Rs.11,072.48 million in Fiscal 2025 from Rs.8,663.33 million in Fiscal 2024, primarily due to the capitalisation of additional capacity in Fiscal 2025 and the full-year revenue generated from plants commissioned during Fiscal 2024.

• Our revenue from Renewable Energy Services decreased by 27.29% to Rs.3,766.53 million in Fiscal 2025 from Rs.5,180.04 million in Fiscal 2024, primarily because fewer customers opted for our Capex Services in Fiscal 2025 compared to Fiscal 2024.

Other income

Our other income increased by 223.19% to Rs.1,146.41 million in Fiscal 2025 from Rs.354.72 million in Fiscal 2024, primarily due to a one-time gain on modification of borrowing terms of Rs.241.36 million and a one-time gain on change of ownership interest in a subsidiary of Rs.275.00 million.

Expenses

Cost of materials consumed and cost of services

Our Cost of materials consumed and cost of services decreased by 9.41% to Rs.4,073.22 million in Fiscal 2025 from Rs.4,496.10 mil lion in Fiscal 2024, which was in line with the decrease in revenue from Renewable Energy Services, partially offset by an increase in O&M cost in the Renewable Energy Power Sales.

Purchase of traded goods

Our purchase of traded goods increased by 93.75% to Rs.26.35 million in Fiscal 2025 from Rs.13.60 million in Fiscal 2024, primarily due to the purchase of goods for supply to Kanoo Cleanmax Renewables Asset Co W.L.L, a joint venture company of the Group for the Bahrain market.

Employee benefits expense

Our employee benefits expense decreased by 33.93% to Rs.1,046.82 million in Fiscal 2025 from Rs.1,584.47 million in Fiscal 2024 due to a decrease in salaries, wages and bonus in Fiscal 2025. In Fiscal 2024, we paid a one-time bonus of Rs.619.46 million paid on account of obtaining equity investment from a new investor in Fiscal 2024, which we did not incur in Fiscal 2025. This decrease was partially offset by an increase in salaries paid due to an increase in our overall headcount to 491 as of March 31, 2025 from 337 as of March 31, 2024.

Other expenses

Our other expenses increased by 8.49% to Rs.806.31 million in Fiscal 2025 from Rs.743.19 million in Fiscal 2024, primarily due to an increase in legal and professional fees incurred, which is in line with the increase in the number of SPVs in relation to our STU- Group Captive projects and our business growth, an increase in CSR expense and an increase in computer and software expenses as we shifted to a new accounting software in Fiscal 2025.

Finance costs

Our finance costs increased by 31.43% to Rs.6,628.87 million in Fiscal 2025 from Rs.5,043.84 million in Fiscal 2024, primarily du e to an increase in our debt and lease liabilities in Fiscal 2025 as we incurred additional debt to support the increase in our power generation capacity. However, our Cost of Project Debt decreased by 0.28% to 9.19% in Fiscal 2025 from 9.47% in Fiscal 2024.

Depreciation, amortisation and impairment

Our depreciation, amortisation and impairment increased by 35.42% to Rs.2,999.90 million in Fiscal 2025 from Rs.2,215.32 million in Fiscal 2024 with an increase in power plants commissioned by us during the year and the full-year depreciation of plants commissioned during Fiscal 2024.

Total tax expenses

Our total tax expenses decreased by 8.03% to Rs.403.18 million in Fiscal 2025 from Rs.438.39 million in Fiscal 2024. There is no significant variance in our current tax for Fiscal 2025 compared to the previous year. This stability is attributed to our consistent inter-company margins driven by steady growth in capacity. We have calculated our deferred tax to account for the temporary differences between our tax records and financial books.

Restated Profit for the year

As a result of the foregoing factors, our restated profit for the year increased by 151.61% to a profit of Rs.194.29 million in Fiscal 2025 from our restated loss of Rs.376.43 million in Fiscal 2024.

Fiscal 2024 Compared to Fiscal 2023

Income

Our total income increased by 48.32% to Rs.14,253.09 million in Fiscal 2024 from Rs.9,609.79 million in Fiscal 2023, primarily du e to an increase in our revenue from Renewable Energy Power Sales and Renewable Energy Services.

• Our revenue from Renewable Energy Power Sales increased by 82.46% to Rs.8,663.33 million in Fiscal 2024 from Rs.4,748.15 million in Fiscal 2023, primarily due to the capitalisation of additional capacity in Fiscal 2024 and the full-year revenue generated from plants commissioned during Fiscal 2023.

• Our revenue from Renewable Energy Services increased by 13.91% to Rs.5,180.04 million in Fiscal 2024 from Rs.4,547.67 million in Fiscal 2023, primarily because more customers availed our Capex Services in Fiscal 2024 compared to Fiscal 2023.

Other income

Our other income increased by 12.98% to Rs.354.72 million in Fiscal 2024 from Rs.313.97 million in Fiscal 2023, primarily due to interest income from banks on fixed deposits measured on amortized cost.

Expenses

Cost of materials consumed and cost of services

Our Cost of materials consumed and cost of services increased by 5.26% to Rs.4,496.10 million in Fiscal 2024 from Rs.4,271.57 million in Fiscal 2023, which is in line with the increase in revenue from both Renewable Energy Services and the Renewable Energy Power Sales.

Employee benefits expenses

Our employee benefits expenses increased by 134.72% to Rs.1,584.47 million in Fiscal 2024 from Rs.675.06 million in Fiscal 2023, primarily due to the increase in salaries, wages and bonus. This increase was primarily due to a one-time bonus of Rs.619.46 million on account of obtaining equity investment from a new investor in Fiscal 2024. Additionally, this increase was attributable to an increase in our employee headcount to 337 as of March 31, 2024 from 273 as of March 31, 2023.

Other expenses

Our other expenses increased by 23.05% to Rs.743.19 million in Fiscal 2024 from Rs.603.97 million in Fiscal 2023, primarily due to an increase in insurance charges on additional capacity commissioned during Fiscal 2024, an increase in legal and professional fees incurred, which aligns with the growth in the number of SPVs related to our STU-Group Captive projects and our business expansion, and an increase in CSR expenses.

Finance costs

Our finance costs increased by 132.20% to Rs.5,043.84 million in Fiscal 2024 from Rs.2,172.22 million in Fiscal 2023, primarily d ue to an increase in our debt and lease liabilities in Fiscal 2024 to support the increase in our power generation capacity. Our Cost of Project Debt decreased by 0.13% to 9.47% in Fiscal 2024 from 9.60% in Fiscal 2023.

Depreciation, amortisation and impairment

Our depreciation, amortisation and impairment increased by 88.35% to Rs.2,215.32 million in Fiscal 2024 from Rs.1,176.15 million in Fiscal 2023 with an increase in power plants commissioned/operated by us during the year.

Exceptional items

Loss from exceptional items decreased to Rs.107.66 million in Fiscal 2024 as compared to loss of Rs.891.90 million in Fiscal 2023, primarily due to fair valuation of CCPS.

Total tax expenses

Our total tax expenses remained stable at Rs.438.39 million in Fiscal 2024 compared to Rs.433.18 million in Fiscal 2023. There is no significant variance in our current tax for Fiscal 2024 compared to the previous year. This stability is due to our consistent intercompany margins, driven by steady growth in capacity. We have calculated our deferred tax to reflect the temporary differences between our tax records and financial books.

Restated Loss for the year

As a result of the foregoing factors, our restated loss for the year decreased by 36.71% to a loss of Rs.376.43 million in Fisc al 2024 from a loss of Rs.594.73 million in Fiscal 2023.

Non-GAAP Measures

In addition to our results determined in accordance with Ind AS, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS. Non- GAAP financial information may be different from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgement by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP financial measures to their most directly identifiable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business.

See, "Risk Factors - We track certain operational and non-GAAP measures with internal systems and tools and do not independently verify such measures. Certain of our operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect our business and reputation"" on page 69.

The following sets forth the non-GAAP financial measures reconciled to our Restated Consolidated Financial information for the periods indicated.

Gross Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Cash PA T.

• Gross Margin is defined as the revenue from operations, less the cost of materials consumed and cost of services, and the purchase of traded goods.

• EBITDA is calculated as Revenue from operations minus Cost of materials consumed and cost of services minus Purchase of traded goods minus Employee benefits expense minus other expenses. The EBITDA is net of any maintenance expense towards our renewable energy plants.

• Adjusted EBITDA is calculated as EBITDA of the segment plus Non-cash expenses minus Non-cash incomes of the respective segments.

• Adjusted EBITDA Margin is calculated as Adjusted EBITDA of the segment as a percentage of Total income for the respective segment.

• Cash PAT is calculated as Restated Profit/(Loss) before share of profit of joint venture and associate minus Restated (Loss)/Profit for the year attributable to Non-controlling interests plus Depreciation, amortisation and impairment expenses plus Non-cash finance cost plus Non-cash expenses minus Deferred tax credit minus Non-cash incomes.

Gross Margin, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

	For the year ended March 31, 2025
	Renewable Energy Power	Renewable Energy Services	Other Unallocable	Total
Particulars	(in Rs. million)
Revenue from operations (A)	11,072.48	3,766.53	118.00	14,957.01
Less: Cost of materials consumed and cost of services (B)	823.99	3,131.23	118.00	4,073.22
Less: Purchase of traded goods (C)	-	26.35	-	26.35
Gross Margin (D=A-B-C)	10,248.49	608.95	-	10,857.44
Gross Margin (%) (D/A)	92.56%	16.17%	-	-
Add: Other income (E)	585.88	-	560.53	1,146.41
Less: Employee benefits expense (F)	554.39	32.94	459.49	1,046.82
Less: Other expenses (G)	727.28	35.40	43.63	806.31
Earnings before interest, tax, depreciation, impairment and amortisation (EBITDA) (H=D+E-F-G)	9,552.70	540.61	57.41	10,150.72
Less: Non-Cash income (I)
(a) Gain on modification of borrowing terms	-	-	241.36	241.36
(b) Gain on change of ownership interest in subsidiary	-	-	275.00	275.00
(c) Net foreign exchange gain	-	-	15.38	15.38
(d) Interest income from amortisation of financial liability	-	-	1.98	1.98
(e) Gain on sale of property, plant and equipment (net)	-	-	26.81	26.81
Add: Non-Cash expenses (J)	-	-
(a) Gratuity expense	-	-	13.95	13.95
(b) Employee share based payment expenses	-	-	445.54	445.54
(c) Net foreign currency exchange loss	-	-	3.67	3.67
(d) Bad debts written off	-	-	29.06	29.06
(e) Expected credit loss allowance	-	-	(14.29)	(14.29)
(f) Loss on derecognition of Right of Use (ROU)	-	-	6.36	6.36
(g) Loss on assets sold/written off	-	-	18.83	18.83
Adjusted EBITDA (K=H-I+J)	9,552.70	540.61	0.00	10,093.31
Total Income (L=A+E)	11,658.36	3,766.53	678.53	16,103.42
Adjusted EBITDA Margin (K/L)	81.94%	14.35%	-

 

	For the year ended March 31, 2024
	Renewable Energy Power	Renewable Energy Services	Other Unallocable	Total
Particulars	(in Rs. million)
Revenue from operations (A)	8,663.33	5,180.04	55.00	13,898.37
Less: Cost of materials consumed and cost of services (B)	575.20	3,865.90	55.00	4,496.10
Less: Purchase of traded goods (C)	-	13.60	-	13.60
Gross Margin (D=A-B-C)	8,088.13	1,300.54	0.00	9,388.67
Gross Margin (%) (D/A)	93.36%	25.11%	-	-
Add: Other income (E)	331.28	-	23.44	354.72
Less: Employee benefits expense (F)	1,119.53	180.02	284.92	1,584.47
Less: Other expenses (G)	628.95	69.09	45.15	743.19
Earnings before interest, tax, depreciation, impairment and amortisation (EBITDA) (D+E-F-G)	6,670.92	1,051.44	(306.63)	7,415.73
Less: Non-Cash income (I)	-	-
(a) Net foreign exchange gain	-	-	10.53	10.53
(b) Interest income from amortisation of financial liability	-	-	9.87	9.87
(c) Gain on financial assets classified at fair value through profit and loss	-	-	1.66	1.66
(d) Gain on sale of property, plant and equipment (net)	-	-	1.38	1.38
Add: Non-Cash expenses (J)	-	-
(a) Gratuity expense	-	-	11.37	11.37
(b) Employee share based payment expenses	-	-	273.55	273.55
(c) Bad debts written off	-	-	11.69	11.69
(d) Expected credit loss allowance	-	-	33.46	33.46
Adjusted EBITDA (A) (K=H-I+J)	6,670.92	1,051.44	0.00	7,722.36
Total Income (L=A+E)	8,994.61	5,180.04	78.44	14,253.09
Adjusted EBITDA Margin (K/L)	74.17%	20.30%	-

 

	For the year ended March 31, 2023
	Renewable Energy Power	Renewable Energy Services	Other Unallocable	Total
Particulars	(in Rs. million)
Revenue from operations (A)	4,748.15	4,547.67	-	9,295.82
Less: Cost of materials consumed and cost of services (B)	309.69	3,961.88	-	4,271.57
Less: Purchase of traded goods (C)	-	-	-	-
Gross Margin (D=A-B-C)	4,438.46	585.79	-	5,024.25
Gross Margin (%) (D/A)	93.48%	12.88%	-	-
Add: Other income (E)	249.44	-	64.53	313.97
Less: Employee benefits expense (F)	446.34	58.91	169.81	675.06
Less: Other expenses (G)	477.39	45.08	81.50	603.97
Earnings before interest, tax, depreciation, impairment and amortisation (EBITDA) (H=D+E- F-G)	3,764.17	481.80	(186.78)	4,059.19
Less: Non-Cashincome	-	-
(a) Net foreign exchange gain	-	-	51.03	51.03
(b) Interest income from amortisation of financial liability	-	-	2.14	2.14
(c) Gain on financial assets classified at fair value through profit and loss	-	-	1.20	1.20
(d) Gain on sale of property, plant and equipment (net)	-	-	10.16	10.16
Add: Non-Cash expenses
(a) Gratuity expense	-	-	12.34	12.34
(b) Employee share based payment expenses	-	-	157.47	157.47
(c) Net foreign currency exchange loss	-	-	29.07	29.07
(d) Bad debts written off	-	-	26.85	26.85
(e) Expected credit loss allowance	-	-	25.58	25.58
Adjusted EBITDA K=H-I+J)	3,764.17	481.80	0.00	4,245.97
Total Income (L=A+E)	4,997.59	4,547.67	64.53	9,609.79
Adjusted EBITDA Margin (K/L)	75.32%	10.59%	-	-

Cash PA T

Cash PAT is calculated as Restated Profit/(Loss) before share of profit of joint venture and associate minus Restated (Loss)/Profit for the year attributable to Non-controlling interests plus Exceptional items plus Depreciation, amortisation and impairment expenses plus Non-cash finance cost plus Non-cash expenses minus Deferred tax credit minus Non-cash incomes.

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2023
Restated Profit/(Loss) before share of profit of joint venture and associate (A)	118.77	(389.48)	(614.26)
Restated (Loss)/Profit for the year attributable to Non-controlling interests (B)	(84.14)	(66.55)	57.96
Deferred tax credit (C)	163.77	168.40	167.48
Exceptional items (D)	0.00	107.66	891.90
Depreciation, amortisation and impairment expenses (E)	2,999.90	2,215.32	1,176.15
Non-cash Finance costs (F)
(a) Interest expense due to effective interest rate adjustment as per Ind AS 109	263.95	231.13	188.75
(b) Interest expense on security deposits from customers measured at amortised cost	4.46	5.62	6.57
Non-cash expenses (G)
(a) Gratuity expense	13.95	11.37	12.34
(b) Employee share based payment expenses	445.54	273.55	157.47
(c) Net foreign currency exchange loss	3.67	-	29.07
(d) Bad debts written off	29.06	11.69	26.85
(e) Expected credit loss allowance	(14.29)	33.46	25.58
(f) Loss on derecognition of Right of Use (ROU)	6.36	-	-
(g) Loss on assets sold/written off	18.83	-	-
Non-cash incomes (H)
(a) Gain on modification of borrowing terms	241.36	-
(b) Gain on change of ownership interest in subsidiary	275.00	-
(c) Net foreign exchange gain	15.38	10.53	51.03
(d) Interest income from amortisation of financial liability	1.98	9.87	2.14
(e) Gain on sale of property, plant and equipment (net)	26.81	1.38	10.16
(f)Gain on financial assets classified at fair value through profit and loss	-	1.66	1.20
Cash PAT (A-B-C+D+E+F-H)	3,250.04	2,375.03	1,610.45

3 Year Average Gross Block to Adjusted EBITDA (EBITDA efficiency)

EBITDA efficiency is calculated as Average Gross Block of the last 3 fiscal years divided by Adjusted EBITDA.

	For the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Gross carrying value of Property, Plant and Equipment at the beginning of the year (A)	72,052.45	32,772.35	23,866.89
Add: Gross carrying value of Intangibles at the beginning of the year (B)	466.45	330.48	267.24
Less: Gross carrying value of Right to Use-Leasehold Land and Buildings at the beginning of the year (C)	684.45	425.72	345.27
Total Opening Gross Block (D=A+B-C)	71,834.45	32,677.11	23,788.86
3 Year average Opening Gross Block (E)			42,766.81
3 Year average Adjusted EBITDA (F)			7,353.88
3 Year Average Gross Block to Adjusted EBITDA (EBITDA efficiency) (G=E/F)			5.82

Cash Salaries, General and Admin Expenses ("SG&A") and Cash SG&A/Adjusted EBITDA

SG&A is calculated as Cash SG&A as a percentage of Adjusted EBITDA. Cash SG&A is calculated as Employee Benefit expenses plus other expenses, adjusted for non-cash expenses. The following table reconciles Cash SG&A to SG&A:

	For the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Employee benefits expense (A)	1,046.82	1,584.47	675.06
Other expenses (B)	806.31	743.19	603.97
SG&A (C) = (A)+(B)	1,853.13	2,327.66	1,279.03
Less: Non-Cash and notional expenses (D)
(a) Gratuity expense	13.95	11.37	12.34
(b) Employee share based payment expenses	445.54	273.55	157.47
(c) Net foreign currency exchange loss	3.67	-	29.07
(d) Bad debts written off	29.06	11.69	26.85
(e) Expected credit loss allowance	(14.29)	33.46	25.58
(f) Loss on derecognition of Right of Use (ROU)	6.36	-	-
(g) Loss on assets sold/written off	18.83	-	-
Cash SG&A (E =C-D)	1,350.01	1,997.59	1,027.72
Adjusted EBITDA (F)	10,093.31	7,722.36	4,245.97
Cash SG&A/Adjusted EBITDA (G=E/F)	13.38%	25.87%	24.20%

Net worth

Net worth is calculated as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, writeback of depreciation, amalgamation.

	As at the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Equity share capital (A)	50.72	43.99	36.27
Compulsorily convertible preference share capital (B)	-	-	19.89
Securities premium (C)	28,982.97	23,189.71	16,538.91
Retained earnings (D)	(5,063.95)	(6,106.00)	(5,369.77)
Statutory reserve (E)	0.03	0.03	0.03
Employee stock options outstanding (F)	885.62	452.89	275.00
Debenture Redemption Reserve (G)	599.00	599.00	599.00
Net worth (H= A+B+C+D+E+F+G)	25,454.39	18,179.62	12,099.33

Return on Net worth

Return on Net worth is calculated as Restated (Loss)/Profit for the year attributable to owners of the company as per the Restated Consolidated Statement of Profit and Loss divided by Net worth.

The following table reconciles Return on Net Worth to Restated Profit/Loss for the year attributable to owners of the Company and Net Worth.

	As at/for the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Restated (Loss)/Profit for the year attributable to owners of the company (A)	278.43	(309.88)	(652.69)
Net worth (B)	25,454.39	18,179.62	12,099.33
Return on Net Worth (A/B) (%)	1.09%	(1.70)%	(5.39)%

Net Asset value per equity share

Net Asset value per equity share is calculated as Net worth divided by Number of equity shares outstanding at the end of the fiscal year. Net Asset value per equity share (bonus and split adjusted is calculated as Net worth divided by Number of equity shares outstanding at the end of the fiscal year (post spilt and bonus issue).

	As at the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Net worth (A)	25,454.39	18,179.62	12,099.33
Number of equity shares outstanding at the end of the fiscal year (B)	5,072,091	4,399,241	3,626,789
Net Asset value per equity share (C=A/B)	5,018.52	4,132.44	3,336.10

 

	As at the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Number of equity shares outstanding at the end of the fiscal year (post spilt and bonus issue) * (D)	101,441,820.00	87,984,820.00	72,535,780.00
Net Asset value per equity share (bonus and split adjusted) (E=A/D)	250.93	206.62	166.80

* The number of equity shares outstanding at the end of the fiscal year is after giving the impact of a 1:10 share split and a 1:1 bonus issue.

Funds Invested in business, Funds invested in business at the beginning of the year and Average funds invested in business Funds invested in business is calculated as Total Equity and Total Borrowings (non-current borrowings and current borrowings). Funds invested in business at the beginning of the year is Funds invested in the business at the end of previous fiscal.

Average funds invested in business is calculated as an average of Funds invested in business at the end of the fiscal and Funds invested in business at the end of previous fiscal.

	As at/for the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Total Equity (A)	32,047.73	22,339.79	14,687.56
Non-current borrowings (B)	71,268.37	51,954.15	36,185.21
Current borrowings (C)	8,468.61	3,191.49	2,248.94
Funds invested in business (D = A+B+C)	1,11,784.71	77,485.43	53,121.71
Funds invested in business at the beginning of the year (E)	77,485.43	53,121.71	29,883.89
Average Funds invested in business (F)	94,635.07	65,303.57	41,502.80

The Funds invested in business at the beginning of the year for Fiscal 2023 is the Funds invested in business as at March 31, 2022.

Reported ROIC (based on opening funds invested)

Reported ROIC (based on opening funds invested) is calculated as EBITDA as a percentage of Opening funds invested in business. Opening funds invested in business is Funds invested in the business at the end of previous fiscal.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
EBITDA (A)	10,150.72	7,415.73	4,059.19
Opening funds invested in business (B)	77,485.43	53,121.71	29,883.89
Reported ROIC (based on opening funds invested) (A/B)	13.10%	13.96%	13.58%

Reported ROIC (based on average funds invested)

Reported ROIC (based on average funds invested) is calculated as EBITDA as a percentage of Average funds invested in business.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
EBITDA (A)	10,150.72	7,415.73	4,059.19
Average funds invested in business (B)	94,635.07	65,303.57	41,502.80
Reported ROIC (based on average funds invested) (A/B)	10.73%	11.36%	9.78%

Cash ROIC (based on average funds invested)

Cash ROIC (based on average funds invested) is calculated as Adjusted EBITDA as a percentage of Average funds invested in business.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Adjusted EBITDA (A)	10,093.31	7,722.36	4,245.97
Average funds invested in business (B)	94,635.07	65,303.57	41,502.80
Cash ROIC (based on average funds invested) (A/B)	10.67%	11.83%	10.23%

Cash ROIC (based on opening funds invested)

Cash ROIC (based on opening funds invested) is calculated as Adjusted EBITDA as a percentage of Opening funds invested in business. Opening funds invested in business is Funds invested in the business at the end of previous fiscal.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Adjusted EBITDA (A)	10,093.31	7,722.36	4,245.97
Opening funds invested in business (B)	77,485.43	53,121.71	29,883.89
Cash ROIC (based on opening funds invested) (A/B)	13.03%	14.54%	14.21%

Cash ROE (based on opening equity)

Cash ROE (based on opening equity) is calculated as Cash PAT as a percentage of Opening equity. Opening equity is Total equity attributable to the owners of the Company as at the end of previous fiscal.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Cash PAT (A)	3,250.04	2,375.03	1,610.45
Opening equity (B)	18,334.68	12,107.43	12,606.33
Cash ROE (based on opening equity) (A/B)	17.73%	19.62%	12.77%

Opening equity and Average equity

Opening equity is Total equity attributable to the owners of the Company as at the end of previous fiscal.

Average equity is calculated as an average of Total equity attributable to the owners of the Company as at the end the fiscal and Total equity attributable to the owners of the Company at the end of the previous fiscal as per Restated Consolidated Statement of Assets and Liabilities.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Total equity attributable to the owners of the Company (A)	25,634.80	18,334.68	12,107.43
Opening equity (B)	18,334.68	12,107.43	12,606.33
Average equity (B/A)	21,984.74	15,221.06	12,356.88

Cash ROE (based on average equity)

Cash ROE (based on average equity) is calculated as Cash PAT as a percentage of Average equity.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Cash PAT (A)	3,250.04	2,375.03	1,610.45
Average equity (B)	21,984.74	15,221.06	12,356.88
Cash ROE (based on average equity) (A/B)	14.78%	15.60%	13.03%

Reported ROE (based on average equity)

Reported ROE (based on average equity) is calculated as Restated (Loss)/Profit for the year attributable to Owners of the company divided by Average equity.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Restated (Loss)/Profit for the year attributable to Owners of the company (A)	278.43	(309.88)	(652.69)
Average equity (B)	21,984.74	15,221.06	12,356.88
Reported ROE (based on average equity) (A/B)	1.27%	(2.04%)	(5.28%)

Reported ROE (based on opening equity)

Reported ROE (based on opening equity) is calculated as Restated (Loss)/Profit for the year attributable to Owners of the company divided by Opening equity. Opening equity is Total equity attributable to the owners of the Company as at the end of previous fiscal.

	As at/for the year ended March 31,
Particulars	2025	2024	2023
		(in Rs. million)
Restated (Loss)/Profit for the year attributable to Owners of the company (A)	278.43	(309.88)	(652.69)
Opening Equity (B)	18,334.68	12,107.43	12,606.33
Reported ROE (based on opening equity) (A/B)	1.52%	(2.56)%	(5.18)%

Debt (net off liquid assets) and Opening Debt (net off liquid assets)

Debt (net off liquid assets) is calculated as Total Borrowings minus cash and cash equivalents, other balances with bank, balances with bank held as margin money, Lien marked mutual funds - Quoted (measured at FVTPL) and current investments. The following table reconciles Debt (net off liquid assets) and Opening Debt (net off liquid assets) to our Total Borrowings and cash, bank, and mutual fund investment balances.

	As at/for the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Non-current borrowings (A)	71,268.37	51,954.15	36,185.21
Current borrowings (B)	8,468.61	3,191.49	2,248.94
Total Borrowings (C) = (A+B)	79,736.98	55,145.64	38,434.15
Cash and cash equivalents (D)	3,285.85	496.17	1,131.66
Bank balances other than cash and cash equivalents (E)	8,608.04	3,327.41	4,173.29
Balances with banks held as margin money (non-current) (F)	4,068.83	2,604.88	1,420.44
Lien marked mutual funds - Quoted (measured at FVTPL) (G)	554.15	206.73	-
Investment in mutual fund (measured at FVTPL) (H)	-	33.89	33.06
Debt (net off liquid assets) (I=C-D-E-F-G-H)	63,220.11	48,476.56	31,675.70
Opening Debt (net off liquid assets) (J)	48,476.56	31,675.70	11,498.27
Adjusted EBITDA (K)	10,093.31	7,722.36	4,245.97
Debt (net off liquid assets)/Adjusted EBITDA (L=I/K)	4.80	4.10	2.71
Total Equity (M)	32,047.73	22,339.79	14,687.56
Debt (net off liquid assets)/Equity (N=I/M)	1.97	2.17	2.16

The Opening Debt (net off liquid assets) balance for Fiscal 2023 is the balance of Debt (net off liquid assets) at the end of Fiscal 2022.

DSO (days) or Trade receivable turnover

DSO (days) or Trade receivable turnover of Renewable Energy Power Sales Segment is calculated as average trade receivables of the Renewable Energy Power Sales Segment divided by the Revenue from Operations of that segment for the year multiplied by 365 days. DSO (days) or Trade receivable turnover of Renewable Energy Services Segment is calculated as average trade receivables of the Renewable Energy Services Segment divided by the Revenue from Operations of that segment for the year multiplied by 365 days.

	Fiscal 2025			Fiscal 2024			Fiscal 2023
Particulars	Renewable Energy Power Sales	Renewable Energy Services	Total	Renewable Energy Power Sales	Renewable Energy Services	Total	Renewable Energy Power Sales	Renewable Energy Services	Total
Trade receivables at the end of the year (A)	771.00	1,109.72	1,880.72	816.00	1,701.46	2,517.46	468.40	1,225.73	1,694.13
Trade receivables at the beginning of the year (B)	816.00	1,701.46	2,517.46	468.40	1,225.73	1,694.13	230.61	764.49	995.10
Average Trade receivables (C)	793.50	1,405.59	2,199.09	642.20	1,463.60	2,105.80	349.51	995.11	1,344.62
Revenue from operations (D)	11,072.48	3,766.53	14,957.01	8,663.33	5,180.04	13,898.37	4,748.15	4,547.67	9,295.82
DSO (days) or Trade receivable turnover (E=C/D*365)	26	136	54	27	103	55	27	80	53

Capital expenditure and total expenditure

Capital Expenditure is calculated as Property, plant and equipment plus Capital work in-progress plus Other intangible assets plus Intangible assets under development minus Opening Total Capital Assets plus Depreciation, amortisation and impairment expenses minus Additions - through asset acquisition minus Additions - through business combination plus Payment towards business acquisition.

	As at/for the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Property, plant and equipment (A)	79,157.05	66,098.82	29,012.61
Capital work in-progress (B)	19,125.36	6,774.68	26,821.49
Other intangible assets (C)	1,241.87	394.04	279.04
Intangible assets under development (D)	4.97	21.77	4.90
Total Capital Assets (A+B+C+D) = (E)	99,529.25	73,289.31	56,118.04
Opening Total Capital Assets (F)	73,289.31	56,118.04	27,503.44
Depreciation, amortisation and impairment expenses (G)	2,999.90	2,215.32	1,176.15
Additions - through asset acquisition (H)	105.04	46.47	110.11
Additions - through business combination (I)	2,658.60	346.72	0.00
Payment towards business acquisition (J)	483.46	279.95	537.30
Capital Expenditure (E-F+G-H-I+J) = (K)	26,959.66	19,273.35	30,217.94
Cost of materials consumed and cost of services (L)	4,073.22	4,496.10	4,271.57
Purchase of traded goods (M)	26.35	13.60	0.00
Total Capital and Operational expenditure (K+L+M) = (N)	31,059.23	23,783.05	34,489.51

Total outstanding borrowings

Total Borrowings is calculated as Non-current borrowings plus Current borrowings.

Total outstanding borrowings is calculated as Total Borrowings plus Effective interest rate impact.

	As at/for the year ended March 31,
	2025	2024	2023
Particulars		(in Rs. million)
Total Borrowings (A)	79,736.98	55,145.64	38,434.15
Add: Effective Interest Rate impact (B)	1,044.80	751.96	768.65
Total outstanding borrowings (C=A+B)	80,781.78	55,897.60	39,202.80

Liquidity and Capital Resources

Historically, our primary liquidity requirements have been to finance the construction and development of new capacity. We have met these requirements through cash flows from operations, equity infusions from shareholders (including Promoters) and borrowings. As of March 31, 2025, we had Rs.3,285.85 million in cash and cash equivalents, Rs.8,608.04 million in bank balances other than cash and cash equivalents, Rs.4,068.83 million in balances with banks held as margin money (non-current), Rs.554.15 million in lien-marked mutual funds-quoted, Rs.71,268.37 million in non-current borrowings and Rs.8,468.61 million in current borrowings.

We believe that, after taking into account the expected cash to be generated from operations, our borrowings and the proceeds from the Offer, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital for the next 36 months.

Cashflows

The table below summarizes the statement of cash flows, as per our Restated Consolidated Cash Flow Statements, for the years indicated:

		Fiscal
	2025	2024	2023
Particulars		(in Rs. million)
Net cash flows generated from operating activities	14,041.96	862.76	9,276.49
Net cash flows used in investing activities	(36,170.50)	(19,386.03)	(30,107.65)
Net cash flows generated from financing activities	24,812.43	17,887.78	21,443.28
Net increase/(decrease) in cash and cash equivalents	2,683.89	(635.49)	612.12

Operating Activities

Net cash flows generated from operating activities for Fiscal 2025 was Rs.14,041.96 million. The increase from fiscal 2024 is mainly attributable to an increase in trade payables of Rs.5,035.74 million. These trade payables are primarily payables towards proje cts constructed by the Group and are paid off through project loans obtained. Hence, the movement in payables should not affect our cash generated from operations. The cash generated from operations, as adjusted for these payables, is Rs.9,006.22 million.

Net cash flows generated in operating activities for Fiscal 2024 was Rs.862.76 million. The decrease from fiscal 2023 is mainly attributable to a decrease in trade payables of ^3,312.12 million. The cash generated from operations, as adjusted for these payables— paid primarily through borrowed funds is Rs.4,174.88 million.

Net cash flows generated in operating activities for Fiscal 2023 was Rs.9,276.49 million. This includes an increase due to increase in trade payables of Rs.5,796.00 million. The cash generated from operations, as adjusted for these payables, paid primarily through borrowed funds, is Rs.3,480.49 million.

Investing Activities

Our net cash flows used in investing activities for the Fiscal 2025 was Rs.36,170.50 million, which primarily consisted of capi tal expenditures on property, plant, and equipment, capital work in progress, intangible assets, and capital advances of Rs.29,106.17 million, movement in restricted bank balances (net) of Rs.4,505.76 million, movement in fixed deposits (net) of Rs.2,107.85 milli on.

Our net cash flows used in investing activities for Fiscal 2024 was Rs.19,386.03 million, which primarily consisted of capital expenditures on property, plant, and equipment, capital work in progress, intangible assets, and capital advances of Rs.18,661.34 million, and payment towards business acquisition of Rs.279.95 million, which was partially offset by interest received on loans a nd deposits of Rs.260.42 million.

Our net cash flows used in investing activities for Fiscal 2023 was Rs.30,107.65 million, which primarily consisted of capital expenditures on property, plant, and equipment, capital work in progress, intangible assets, and capital advances of Rs.28,455.89 million and movement in restricted bank balances (net) of Rs.2,243.52 million, which was partially offset by movements in fixed deposits (net) of Rs.675.12 million and payment towards business acquisition of Rs.537.30 million.

Financing Activities

Our net cash flows generated from financing activities for Fiscal 2025 was Rs.24,812.43 million and primarily included proceeds from non-current borrowings of Rs.27,078.12 million, proceeds from issue of capital to non-controlling interests in subsidiaries of Rs.3,264.02 million and proceeds from issue of shares of Rs.5,799.99 million which was partially offset by finance costs paid of Rs.5,804.63 million and repayment of non-current borrowings of Rs.3,852.78 million.

Our net cash flows generated from financing activities for Fiscal 2024 was Rs.17,887.78 million and primarily included proceeds from non-current borrowings of ^31,074.17 million, proceeds from issue of capital to non-controlling interests in subsidiaries of Rs.1,763.67 million and proceeds from issue of shares of Rs.5,593.84 million which was partially offset by repayment of non-current borrowings of Rs.14,362.01 million and finance costs paid of Rs.4,487.77 million.

Our net cash flows generated from financing activities for Fiscal 2023 was Rs.21,443.28 million and primarily included proceeds from non-current borrowings of Rs.28,334.20 million and proceeds from issue of capital to non-controlling interests in subsidiaries of Rs.1,445.95 million which was partially offset by repayment of non-current borrowings of Rs.5,986.21 million and finance costs paid of Rs.1,981.22 million.

Indebtedness

As of March 31, 2025, we had current borrowings of Rs.8,468.61 million and non-current borrowings of Rs.71,268.37 million. Our current borrowings primarily relate to current maturities of long-term loans and certain short-term loans and overdrafts; and our non-current borrowings primarily relate to long-term project finance and mezzanine debt.

Contractual Obligations

The table below sets forth our contractual obligations with definitive payment terms as of March 31, 2025:

Particulars	Within twelve months	More than twelve months	Total
Borrowings	8,468.61	72,313.17	80,781.78
Trade payables	12,954.28	-	12,954.28
Lease liabilities	151.25	3,191.07	3,342.32
Other financial liabilities	1,645.18	126.89	1,772.07

Contingent Liabilities and Commitments

The following table sets forth the principal components of our contingent liabilities and commitments:

	As of March 31, 2025
Particulars	(in Rs. million)
Claims against the group not acknowledged as debt
Income tax	903.65
Goods and service tax	852.47
Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for	15,132.93

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements that would materially affect our financial condition or results of operations.

Related Party Transactions

We enter into various transactions with related parties. For further information please see " Other Financial Information - Related Party Transactions" on page 663.

Quantitative and Qualitative Disclosures about Market Risks

Market risk

The Groups activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into forward contracts to hedge their foreign currency exposure.

Foreign currency risk management

The functional currency of the Group is Indian Rupees. The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts

Significant Economic Changes

Other than as described above under the heading titled "Our Business"" on page 256 of this Draft Red Herring Prospectus to the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.

Unusual or Infrequent Events of Transactions

Except as described in this Draft Red Herring Prospectus, there have been no events or transactions that, to our knowledge, may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in the heading titled "Principal Factors Affecting Our Financial Condition and Results of Operations"" and the uncertainties described in the section titled "Risk Factors"" beginning on page 37. To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.

Significant Developments after Fiscal 2025 that may affect our future results of operations

Pursuant to resolutions passed by our Board and our Shareholders in their meetings held on June 25, 2025 and June 27, 2025 respectively, 1 equity share of our Company of face value of Rs. 10 each was sub-divided into 10 Equity Shares of face value of Rs. 1 each. Therefore, an aggregate of 5,072,091 equity shares of face value of Rs. 10 each of our issued, subscribed and paid -up equity share capital were split into 50,720,910 Equity Shares of face value of Rs.1 each.

Further, Our Company has allotted 50,720,910 equity shares of face value of Rs.1 each as bonus shares in proportion of one bonu s equity share of Rs.1 each for every one existing fully paid-up equity shares of Rs.1 each. This has been approved by the Board of Directors of our Company, and our Shareholders in their extraordinary general meeting, held on August 7, 2025, and August 8, 2025, respectively.

Except as discussed above and elsewhere in this Draft Red Herring Prospectus and except as set forth below, to our knowledge, no circumstances have arisen since the date of the Restated Consolidated Financial Information as disclosed in this Draft Red Herring Prospectus which materially and adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our liabilities within the next twelve months.

Material Accounting Policies

Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to us and revenue can be reliably measured. Revenue excludes indirect taxes which are collected on behalf of Government.

Revenue from sale of power

Revenue from sale of power is recognised when the units of electricity is delivered at the price agreed with the customer in the power purchase agreement which coincides with the transfer of control and we have a present right to receive the payment.

Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts and other incentives, if any, as specified in the contract with the customer or on account of change in law. Revenue also excludes taxes or other amounts collected from customers in its capacity as an agent. If the consideration in a contract includes a variable amount or consideration payable to the customer, we estimate the amount of consideration to which we will be entitled in exchange for transferring the goods/services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

Revenue from construction contracts

Contract revenues are recognised over a period of time, based on the stage of completion of the contract activity. Revenue is measured based on the proportion of contract costs incurred for satisfying the performance obligation to the total estimated contract costs.

Expected loss, if any, on a contracts is recognised as expense in the period in which it is foreseen, irrespective of the stage of completion of the contract.

Contract modifications are accounted for, when additions, deletions or changes are approved either to the contract scope or contract price. Accounting for modifications of contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is a standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract, if the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.

Revenue from sale of services

Revenue from services rendered over a period of time, such as operation and maintenance contracts, are recognized on straight line basis over the period of the performance obligation.

Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to us and the amount of income can be measured reliably.

Contract balances

A trade receivable represents our right to an amount of consideration that is unconditional i.e. only the passage of time is required before payment of consideration is due and the amount is billable.

Unbilled revenue is recognised for work performed under a contract but has not yet been invoiced to the customer.

Advance from customer represents a contract liability which is the obligation to transfer goods or services to a customer for which we have received consideration from the customer.

Government Subsidy

Government grants in the nature of subsidy related to customer contracts are recognised as revenue from operations in the Restated Consolidated Statement of Profit and Loss, on a prudent basis, on commissioning of the solar power plant when there is reasonable assurance that the conditions for the grant of subsidy will be fulfilled and grant will be realised. When the grant relates to an asset, the subsidy amount is deducted from the carrying amount of the asset.

Goods and Service tax input credit

Goods and Service tax input credit is accounted for in the books in the period in which the underlying goods and service received is accounted and when there is reasonable certainty in availing/utilising the credits.

Employee benefits

Short-term benefits

Salaries, wages, and other short-term benefits, accruing to employees are recognised at undiscounted amounts in the period in which the employee renders the related service.

Retirement benefits

• Defined contribution plan: We offer our employees defined contribution plans in the form of provident fund and family pension fund. Provident fund and family pension funds cover substantially all regular employees. Contributions are paid during the year into separate funds under certain fiduciary-type arrangements. Both our employees and we pay predetermined contributions into provident fund and family pension fund. The contributions are normally based on a certain proportion of the employees salary. The contributions made are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

• Defined benefit plan: For defined benefit plans in the form of gratuity, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in Other Comprehensive Income in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Share-based payments

Equity-settled share-based payments to our employees are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 43 of our Restated Consolidated Financial Information. The fair value determined at the grant date of the equity -settled share-based payments to our employees is expensed on a straight-line basis over the vesting period, based on our estimate of equity instruments that will eventually vest, with a corresponding increase in equity at the end of year. At the end of each year, we revisit our estimate of the number of equity instruments expected to vest and recognizes any impact in profit or loss, such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

Foreign Currencies

Our functional currency is the Indian rupee (Rs.).

Income and expenses in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in Restated Consolidated Statement of Profit and Loss.

Foreign currency denominated non-monetary assets and liabilities that are measured at historical cost are not retranslated.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

• Current tax: The tax currently payable is based on taxable profit for the reporting period. Taxable profit differs from ‘profit before tax as reported in the Restated Consolidated Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Our current tax is calculated using tax rates (applicable tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. Current income taxes are recognized in the Restated Consolidated Statement of Profit and Loss except to the extent that the tax relates to items recognized outside profit and loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

• Deferred tax: Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Restated Consolidated Financial Information and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which we expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Property, Plant and Equipment, Capital work in progress and Depreciation

All items of property, plant and equipment, including freehold land, are initially recorded at cost. Subsequent to initial recognition, property, plant and equipment other than freehold land are measured at cost less accumulated depreciation and any accumulated impairment losses.

The cost of property, plant and equipment comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, including relevant borrowing costs for qualifying assets and any expected costs of decommissioning.

Interest on borrowed money allocated to and utilised for qualifying assets pertaining to the period up to the date of capitalisation is added to the cost of the assets.

Salary cost and cost of travelling directly attributable to the construction of property, plant and equipment has been capitalised to the cost of property, plant and equipment.

Freehold land is not depreciated.

Any gain or loss arising on derecognition/disposal of an asset is included in profit or loss.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, as appropriate.

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation on property, plant and equipment has been provided as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect Solar Power Plant, Wind Farms and Hybrid Farms where the life is considered as 25 years taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, manufacturers warranties and maintenance support, etc.

Expenditure related to and incurred during implementation (net of incidental income) of capital projects to get the assets ready for intended use is included under "Capital Work in Progress (including related inventories)". The same is allocated to the respective items of property plant and equipment on completion of construction/erection of the capital project/property, plant and equipment. Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

Intangible Assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Category of Asset	Useful Life of assets (in years)
Computer software	3
Commercial Right to use lease hold land	25-30
Customer contracts	Balance PPA tenure

Intangible assets under development

Expenditure on intangible assets eligible for capitalization are carried as intangible assets under development where such assets are not yet ready for their intended use.

Impairment of assets

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are compared at the lowest levels for which there are largely independent cash inflows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment.

We assess at each reporting date whether there is any objective evidence that a financial asset is impaired. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that we expect to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12- month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

We consider a financial asset to be in default when internal or external information indicates that we are unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

For trade receivables, we applied a simplified approach in calculating ECLs. Therefore, we do not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Our trade receivables are mainly from high credit worthy Commercial and Industrial ("C&I") customers. Delayed payment carries interest as per the terms of agreements with C&I customers.

Financial Instruments

Recognition and initial measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognized by us when it becomes a party to the contractual provisions of the financial instrument.

Financial assets

Financial assets at Amortised cost

A financial asset shall be measured at amortised cost using effective interest rates if both of the following conditions are met:

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

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

Financial assets at fair value through profit or loss (FVTPL)

Financial assets at FVTPL include financial assets that either do not meet the criteria for amortised cost classification or are equity instruments held for trading or that meet certain conditions and are designated at FVTPL upon initial recognition. All derivative financial instruments also fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements may apply. Assets in this category are measured at fair value with gains or losses recognized in the Restated Consolidated Statement of Profit and Loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.

Financial assets at fair value through other comprehensive income (FVTOCI)

On initial recognition, we can make an irrevocable election (on an instrument-by-instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the equity investment is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the ‘Reserve for equity instruments through other comprehensive income. The cumulative gain or loss is not to be reclassified to the Restated Consolidated Statement of Profit and Loss on disposal of the investments.

Impairment of financial asset

We assess expected credit losses associated with our assets carried at amortised cost based on our past history of recovery, creditworthiness of the counter party and existing market conditions. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, we apply the simplified approach for recognition of impairment allowance as provided in Ind AS 109 - Financial Instruments, which requires expected lifetime losses to be recognised on initial recognition of the receivables.

Derecognition of financial asset

We derecognise a financial asset when the contractual rights to the cash flows from the asset expire, or when we transfer the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Financial liabilities

Initial recognition

All financial liabilities are recognised initially at fair value minus, in the case of financial liabilities not at fair value through profit and loss, directly attributable transaction costs.

Subsequent measurement

Financial liabilities at amortised cost

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent reporting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss are carried at fair value with net changes in fair value, including interest expense, recognised in the Restated Consolidated Statement of Profit and Loss.

Derivative financial instruments

We enter into derivative contracts to hedge foreign currency transactions. Such derivative financial instruments are measured at fair value at the end of each reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss immediately.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Incremental costs directly attributable to the issuance of new ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

Derecognition of financial instruments

We derecognise financial liabilities when, and only when, our obligations are discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Restated Consolidated Statement of Profit and Loss.

Fair value measurement

When the fair values of financial assets or financial liabilities recorded or disclosed in the Restated Consolidated Financial Information cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow ("DCF") model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include consideration of inputs such as liquidity risk, credit risk and volatility.

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

• Level 1-Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• Level 2-Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

• Level 3-Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Cash and cash equivalents

We consider all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

For the purpose of the Restated Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.

Inventories

Inventories are valued at cost or net realisable value, whichever is lower, cost being worked out on weighted average basis. Cost includes all charges for bringing the goods to their present location and condition.

Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

Leases:

We evaluate each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.

The Group as a lessee

We assess, whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract involves:

• the use of an identified asset,

• the right to obtain substantially all the economic benefits from use of the identified asset, and

• the right to direct the use of the identified asset.

Right to Use Asset

We, at the inception of the lease contract, recognize a Right-of-Use ("RoU") asset at cost and corresponding lease liability, except for leases with term of less than twelve months (short term) and low-value assets.

The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received. Subsequently, the RoU assets is measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The RoU assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets.

Category of Lease	Useful life (in years)
Leasehold land	25-30

We apply Ind AS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment loss in the Restated Consolidated Statement of Profit and Loss as described in the note (l) of our Restated Consolidated Financial Information.

Lease liabilities

For lease liabilities at inception, we measure the lease liability at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the lease, if the lease term reflects our exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

We recognize the amount of the re-measurement of lease liability as an adjustment to the RoU assets. Where the carrying amount of the RoU assets is reduced to zero and there is a further reduction in the measurement of the lease liability, we recognize any remaining amount of the re-measurement in the Restated Consolidated Statement of Profit and Loss.

Provisions, contingent liability and contingent asset

A provision is recognized if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent liabilities may arise from litigation, taxation and other claims against us. The contingent liabilities are disclosed where it is managements assessment that the outcome of any litigation and other claims against us is uncertain or cannot be re liably quantified, unless the likelihood of an adverse outcome is remote. A contingent asset is disclosed in the Restated Consolidated Financial Information by way of notes to accounts when an inflow of economic benefits is probable.

Segment Reporting

Segments are identified based on the manner in which the chief operating decision-maker ("CODM") decides about the resource allocation and reviews performance.

Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price agreed between the segments. Such transfer prices are either determined to yield a desired margin or agreed on a negotiated basis.

Revenue, expenses, assets and liabilities which relate to us as a whole and are not allocable to segments on reasonable basis have been included under "unallocated revenue/expenses /assets/liabilities".

Earnings per share

Basic earnings per equity share has been computed by dividing the net profit or loss for the reporting period attributable to equity shareholders by the weighted average number of equity shares outstanding during the reporting period.

Diluted earnings per equity share is computed by dividing the net profit or loss for the period attributable to equity shareholders as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares by the weighted average number of equity shares outstanding during the reporting period as adjusted to the effects of all dilutive potential equity shares, except where results are anti-dilutive.

Earnings before interest, tax, depreciation, impairment and amortisation ("EBITDA")

We present EBITDA in the Restated Consolidated Statements of Profit and Loss; this is not specifically required by Ind AS 1. The term EBITDA is not defined in Ind AS. Ind AS compliant Schedule III allows companies to present line items, sub-line items and sub-totals as an addition or substitution on the face of the financial statements when such presentation is relevant to an understanding of our financial position or performance to or to cater to industry/sector-specific disclosure requirements or when required for compliance with the amendments to the Companies Act or under the Indian Accounting Standards.

Measurement of adjusted EBITDA

Accordingly, we have elected to present EBITDA as a separate line item on the face of the Restated Consolidated Statement of Profit and Loss. In its measurement, we do not include exceptional items, depreciation, impairment and amortisation expenses, finance costs, share of profit from joint venture and associate and tax expense.

Business Combination

In determining whether a particular set of activities and assets is a business, we assess whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. We have an option to apply a ‘concentration test that permits a simplified assessment of whether an acquired set of activities and a ssets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair value of assets transferred by us, liabilities incurred by us to the former owners of the acquiree and the equity interest issued by us in exchange of the control of the acquiree. Acquisition related costs are recognised in Restated Consolidated Statement of Profit and Loss as incurred.

Business combination involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities/business are reflected at their carrying value.

Purchase consideration paid in excess/shortfall of the fair value of identifiable assets and liabilities including contingent liabilities and contingent assets, is recognised as goodwill/capital reserve respectively.

Deferred tax assets and liabilities and assets or liabilities related to employee benefits arrangements are recognized and measured in accordance with Ind AS 12 "Income Taxes" and Ind AS 19 "Employee Benefits" respectively.

Potential tax effects of temporary differences and carry forwards of an acquiree that exist at the acquisition date or arise as a result of the acquisition are accounted in accordance with Ind AS 12.

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is tested at the independent cash generating unit. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Operating Cycle

All assets and liabilities have been classified as current or non-current as per our normal operating cycle and other criteria set out in Schedule III to the Companies Act 2013. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Based on the nature of our products/activities and the normal time between acquisition of assets and their realization in cash or cash equivalents we have determined our operating cycle as twelve months for the purpose of classification of its assets and liabilities as current and non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities. Advance tax paid is classified as non-current assets.

Other Borrowing Cost

Borrowing costs directly attributable to the acquisition or construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in Restated Consolidated Statement of Profit and Loss in the period in which they are incurred.

The entity suspends capitalisation of borrowing costs during extended periods in which it suspends active development of a qualifying asset.

The entity determines the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any interest income earned on temporary investment of specific borrowings pending their expenditure on qualifying assets, to the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset. If any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. In case if the entity borrows generally and uses the funds for obtaining a qualifying asset, borrowing costs eligible for capitalisation are determined by applying a capitalisation rate to the expenditure on that asset.

Prepaid Common Infrastructure Facility Charges

Prepaid common infrastructure facility charges represent upfront payments made to secure the right to use the common infrastructure facilities, where ownership remains with a third party. These payments are recognized as assets at the amount paid on the date the right is obtained and amortised over the period of use.

Redemption liability (Non-controlling interests ("NCI"))

We have contractual obligation/rights to repurchase shares issued to non-controlling interests, to be settled in cash by us, is recognised at present value of the redemption amount as a financial liability and is reclassified from equity. Changes in the carrying value of the redemption amount are recognised in the Restated Consolidated Statement of Profit and Loss as finance cost.

Redemption liability is de-recognised when the obligation is discharged. On de-recognition of a redemption liability in its entirety (or part of it), the difference between the carrying value and the sum of the consideration paid is recognised in the restated consolidated statement of profit and loss as gain or loss on extinguishment of financial liability.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of Restated Consolidated Financial Information in conformity with the recognition and measurement principles of Ind AS requires management to make judgments, estimates and assumptions, that effect the reported balances of assets and liabilities, disclosures relating to contingent liabilities/contingent assets as at the date of the Restated Consolidated Financial Information and the reported amounts of income and expenses for the years presented. Actual results may differ from these estimates.

These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimate is revised if the revision affect only that period, or in the period of the revision and future periods if the revision affects both current and future period.

In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the Restated Consolidated Financial Information pertain to:

• Useful lives of property, plant and equipment and intangible assets: We review the useful life of property, plant and equipment and intangible assets at the end of each reporting period. This reassessment may result in change in depreciation and amortization expense in future periods.

• Impairment of non-financial assets: We estimate the value in use of the cash generating unit ("CGU") based on future cash flows after considering current economic conditions and trends, estimated future operating results, growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The cash flows are discounted using a suitable discount rate in order to calculate the present value.

• Impairment of investments: We review our carrying value of investments annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

• Defined benefit plans: The cost of the defined benefit plans and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each Balance Sheet date.

• Income Taxes: We review the carrying amount of deferred tax assets at the end of each reporting period. The policy has been detailed in Note (h) of our Restated Consolidated Financial Information.

• Impairment of financial assets: The impairment provision for financial assets (other than trade receivables) are based on assumptions of risk of default and expected loss rates. We make judgements about these assumptions for selecting the inputs

to the impairment calculation, based on our past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

• Trade receivables are stated at their nominal values as reduced by appropriate allowances for estimated irrecoverable amounts which are based on the aging of the receivable balances and historical experiences. Individual trade receivables are written off when management deems them not be collectible.

• Costs to complete for Construction contracts: Our management estimates the costs to complete for each project for the purpose of revenue recognition and recognition of anticipated losses on projects, if any. In the process of calculating the cost to complete, management conducts regular and systematic reviews of actual results and future projections with comparison against budget. This process requires monitoring controls including financial and operational controls and identifying major risks that we face and developing and implementing initiatives to manage those risks. Our management is confident that the costs to complete the project are fairly estimated.

Exceptional items

We disclose certain financial information both including and excluding exceptional items. The presentation of information excluding exceptional items allows a better understanding of our underlying trading and provides consistency with our internal management reporting. Exceptional items are identified by virtue of either their size or nature so as to facilitate comparison with prior periods and to assess underlying trends in our financial performance. Exceptional items can include, but are not restricted to, gains and losses on the disposal of properties/significant undertakings, impairment charges, exchange gain/(loss) on non-current borrowings/assets and changes in fair value of derivative contracts.