Emmvee Photovoltaic Power Ltd Management Discussions

OVERVIEW

PRESENTATION OF FINANCIAL INFORMATION

The Restated Consolidated Financial Information have been compiled by the management of our Company from:

Audited special purpose Ind AS consolidated financial statements of our Company as at and for the years ended March 31, 2024 and March 31, 2023, prepared by our Company after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exceptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 1, 2023), and as per the presentation, accounting policies and grouping / classifications including revised disclosures under Schedule III of the Companies Act, 2013 followed as at for the year ended March 31, 2025, which have been approved by the Board of Directors at their meeting held on July 1, 2025.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our results of operations and financial condition are affected by a number of important factors including:

Ability to effectively carry out our production capacity expansion and backward integration plans

Module manufacturing capacity expansion

We have expanded our production capacity over the years and are currently in the process of adding a 2.50 GW module production capacity line at our manufacturing unit in Sulibele, Bengaluru, Karnataka, which is expected to be operational in Fiscal 2026. We also intend to add a 6.00 GW solar cell and solar PV module production capacity at a manufacturing unit in ITIR Phase II, Bengaluru, Karnataka, which is expected to be operational in the first half of Fiscal 2028. The table below sets forth details of our current and proposed expansion of our solar PV module and cell manufacturing capacities:

Our ability to expand our existing module manufacturing and solar cell capacity will depend on several factors, including securing necessary regulatory approvals, timely completion of construction and installation activities, availability of skilled labour, and successful procurement of highquality raw materials and equipment. Additionally, we will need to maintain strong relationships with suppliers and managing costs effectively to ensure the financial viability of our expansion projects.

Backward integration

Our expansion and backward integration plans are based on demand forecasts influenced by industry trends, weather, seasonality, and customer preferences, all of which depend on prevailing economic conditions. If these assumptions prove incorrect, our expanded capacities may be underutilized. Efficient utilization of our expanded manufacturing capacities is subject to factors beyond our control. In cases of industry oversupply or lack of demand, we may face difficulties in using these capacities efficiently. Underutilization of our manufacturing capacities and the inability to effectively utilize our expanded and proposed capacities could adversely impact our business operations and financial performance. Our backward integration measures may also require obtaining additional licenses, permits and approvals from statutory bodies in a timely manner.

Import duties and restrictions on certain raw materials imported by us for our manufacturing operations

We import a significant portion of the materials used in the manufacturing of solar cells and solar PV modules from foreign countries, particularly China and other countries, namely Vietnam, Thailand and Malaysia. In Fiscals 2025, 2024 and 2023, 71.53%, 66.44% and 68.17% of our total raw materials were sourced from international suppliers, and 55.73%, 63.25% and 52.51% of our total imported raw materials were sourced from China, respectively. The tables below set forth our cost of imported raw materials from China and other countries as a percentage of our total expenses for the years indicated:

Notes:

(1) Cost of imported materials excludes costs incurred due to payment of custom duties.

(2) These include Vietnam, Malaysia and Thailand.

or import duties on solar cells, materials used in module manufacturing, or equipment required for capacity expansion and technology upgrades may adversely impact our cost structure, operations and business prospects.

Ability to maintain our relationship with key customers and expand our customer base

Notes:

(2) In Fiscal 2025, our top customers include Clean Max Enviro Energy Solutions Private Limited, KPI Green Energy Limited, Solarcraft Power India 2 Private Limited, Hero Rooftop Energy Private Limited, Ayana Renewable Power Private Limited, BN Peak PowerI Private Limited, Lineage Power Private Limited, InSolare Energy Private Limited and other entities whose names have not been disclosed here due to nonreceipt of consent.

(3) In Fiscal 2024, our top customers include Ayana Renewable Power Private Limited, Lineage Power Private Limited, Aditya Birla Renewables Solar Limited, KPI Green Energy Limited, KMV Projects Limited, Prozeal Green Energy Limited and other entities whose names have not been disclosed here due to nonreceipt of consent.

(4) In Fiscal 2023, our top customers include KPI Green Energy Limited, Aditya Birla Renewables Solar Limited and other entities whose names have not been disclosed here due to nonreceipt of consent.

A substantial portion of our revenue is derived from these customers, and any adverse changes in their business operations or financial condition could negatively impact our results. Our ability to maintain strong relationships with our customers depends on us delivering reliable, consistent and timely delivery of highquality services. If any of our key customers reduce their orders, delay payments, or terminate their contracts, it could lead to a significant decline in our revenue. Additionally, our reliance on these customers limits our ability to negotiate favourable terms and conditions, potentially affecting our profitability.

To address these factors, we are actively working to diversify our customer base by expanding our distribution network across India. As of March 31, 2025, we have established a presence in nine states and two union territories through six distributors, with a focus on North, West, and South India. We aim to continue offering modules to small to medium C&I sector entities through the DCR market. We also intend to strategically target key Government of India schemes to enhance our market presence and drive growth. Our integrated manufacturing capabilities and ability to cater to the DCR market makes us well positioned to capitalize on the growing demand for solar modules under such schemes. At the same time, we are strengthening our global footprint, particularly in the United States, by enhancing our international distribution network and setting up dedicated sales teams to engage prospective customers and secure international orders. As of March 31, 2025, our solar PV modules have been supplied to customers in 17 countries. These strategic initiatives are designed to deepen customer relationships and reduce our reliance on a limited number of key customers.

Availability and cost of procuring raw materials and manufacturing our products

Our solar cells are made from primary raw materials such as silicon, silver, aluminium, glass, encapsulation and lamination materials. The cost of our raw materials constitutes a significant portion of our total manufacturing cost. The table below sets forth our cost of materials consumed, as a percentage of our total expenses for the years indicated:

The price of solar PV cells, driven by wafer and raw material costs, can be volatile and unpredictable. These costs are influenced by factors such as economic conditions, market fluctuations, supply availability, currency shifts, and government policies, any of which can raise production costs and impact our operations. Additionally, the prices of our raw materials may also be subject to substantial changes due to government policies and regulations. For instance, the Government of India has introduced an antidumping duty on anodized aluminum frames for solar panels and modules from China, effective from September 27, 2024. Further, an antidumping duty on textured tempered glass from China and Vietnam was imposed on December 4, 2024. These measures could increase production costs and negatively affect our results of operations.

Competition in the solar module manufacturing industry

Our competitors may have greater financial resources, a more effective established local business presence with specific regional advantages or a greater ability to operate with little or no operating margins for sustained periods of time. They may also benefit from superior track records, newer technologies, stronger lender relations, governmental support, and a deeper understanding of regulatory challenges. Increased competition may result in price reductions, reduced margins, and loss of market share, adversely affecting our business.

Despite these challenges, our strategic backward integrated manufacturing capabilities and ALMMlisted solar cell production position us to compete effectively and leverage favourable industry trends.

NONGAAP MEASURES

Reconciliation of NonGAAP measures

Reconciliation of Profit Before Tax for the Year to EBITDA and EBITDA Margin

The table below reconciles profit after tax for the year to EBITDA. EBITDA is calculated as restated profit / (loss) before tax plus finance costs and depreciation and amortization expense. EBITDA Margin is calculated as EBITDA divided by revenue from operations.

Reconciliation of Profit After Tax for the Year to PAT Margin

The table below reconciles profit after tax for the year to PAT margin. PAT margin is calculated as profit after tax for the year divided by revenue from operations.

Reconciliation of Restated Profit for the Year to Return on Equity

The table below reconciles profit after tax for the year to return on equity. Return on equity is calculated as profit after tax for the year divided by average total equity.

Reconciliation of Profit After Tax for the Year to Return on Capital Employed

The table below reconciles profit after tax for the year to return on capital employed. Return on capital employed is calculated as earnings before interest and tax (EBIT) divided by capital employed wherein capital employed is calculated as the sum of total equity and total borrowings less cash and cash equivalents and bank balance.

Debt to Equity

Net Debt to Equity

Net Working Capital

MATERIAL ACCOUNTING POLICIES Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

Cost comprises the purchase price and any cost attributable to bringing the assets to its working condition for its intended use.

Advances paid towards the acquisition of property, plant and equipment outstanding at each consolidated statement of assets and liabilities date is classified as capital advances under other noncurrent assets and the cost of assets not put to use before such date are disclosed under capital workin progress ("CWIP"). CWIP is stated at cost, net of accumulated impairment loss, if any.

Freehold land is not depreciated. Depreciation is provided on all other items of property, plant and equipment on a straight line basis so as to write off their carrying value over their expected useful economic lives as follows:

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

Management is of the view that wherever it is not practicable to identify the component of an asset as a separate depreciable asset, have been identified and depreciated considering the useful life of the asset or the component whichever is shorter.

Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Amortisation is calculated on a straightline basis over the estimated useful lives of the assets as follows:

The amortisation period and the amortisation method for intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

Leases

The Group assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for shortterm leases and leases of low value assets. The Group recognises lease liabilities to make lease payments and rightofuse assets representing the right to use the underlying assets.

Rightofuse assets

The Group recognises rightofuse assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Rightofuse assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of rightofuse assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right ofuse assets are depreciated on a straightline basis over the shorter of the lease term and the estimated useful lives of the assets. The rightofuse assets are also subject to impairment.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of 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 if any. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of

lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Shortterm leases and leases of lowvalue assets

The Group applies the shortterm lease recognition exemption to its shortterm leases of buildings (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of lowvalue assets recognition exemption to certain leases that are considered to below value. Lease payments on shortterm leases and leases of lowvalue assets are recognised as expense on a straightline basis over the lease term.

Impairment of nonfinancial assets

In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of non financial assets are recognised in the statement of profit and loss.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

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:

or indirectly

observable.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Subsequent measurement

For purposes of subsequent measurement, all financial assets are currently classified at amortised cost except investment in

mutual funds which is measured at fair value through profit or loss.

Financial assets at amortised cost

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and

Derecognition

a) The rights to receive cash flows from the asset have expired, or

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

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 12month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forwardlooking factors specific to the debtors and the economic environment.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of financial liabilities at amortised cost, net of directly attributable transaction costs.

Subsequent measurement

For purposes of subsequent measurement all financial liabilities are classified at amortised cost except foreign exchange forward contracts which is measured at fair value through profit or loss.

Financial liabilities at amortised cost

After initial recognition, financial liabilities at amortised cost are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the consolidated statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of assets and liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Cash and cash equivalents

Cash and cash equivalent in the consolidated statement of assets and liabilities comprise cash at banks and on hand and shortterm deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The method of determining cost is as follows:

Raw material: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average cost method.

Finished goods: Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity. Cost is determined on weighted average basis.

Stores and spares: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average cost method.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

Raw materials and other supplies held for use in the production of finished products are not written down below cost except incases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value. Necessary adjustments/provisions are made in respect of nonmoving, slow moving and damaged items of inventory.

Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares during the year.

The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue and share split that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders

of the Group and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the consolidated statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Warranties

The Group provides performance warranty on PV Modules for 25 years for Glass to Back sheet Modules and 30 years for Glass to Glass Modules. Provisions related to these assurance type warranties are recognised when the product is sold, or the service is provided to the customer. Initial recognition is based on historical experience. The initial estimate of warrantyrelated costs is revised annually.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the restated consolidated financial information, unless the possibility of any outflow in settlement is remote.

Contingent assets

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity. The Group does not recognise the contingent asset in its financial statements since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits is probable, the Group disclose a brief description of the nature of contingent assets at the end of the reporting period.

However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the Group recognise such assets.

Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is measured at transaction price (net of variable consideration, if any). The transaction price is the consideration received or receivable and is reduced by rebates, allowances and taxes and duties collected on behalf of the government.

Revenue from the sale of manufactured goods is recognised at the point in time when control of the goods is transferred to the customers, which generally coincide with the delivery of goods.

Revenue from sale of power is recognised over time for each unit of electricity delivered at the contracted rate on a monthly basis.

Significant financing component Generally, the Group receives shortterm advances from its customers. Using the practical expedient in Ind AS 115, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.

Interest income

Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income on financial assets at amortised cost and financial assets at FVTOCI is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income.

Foreign currencies

Functional and presentation currency

Transactions and balances

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/losses arising out of fluctuation in foreign exchange rates between the transaction date and settlement date are recognised in the profit and loss.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date and the exchange differences are recognised in the profit and loss.

Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of nonmonetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

Group companies

The financial statements of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities are translated at the closing rate at the date of that consolidated statement of assets and liabilities

income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

All resulting exchange differences are recognised in other comprehensive income.

When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Borrowing costs

Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised, if any. All other borrowing costs are expensed in the period in which they occur. Borrowing cost includes interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Retirement and other employee benefits

Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund. The Group recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service.

The Group operates a defined benefit gratuity plan in India. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, are recognised immediately in the consolidated statement of assets

and liabilities with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Accumulated leave, which is expected to be utilised within the next 12 months, is treated as shortterm employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group recognises expected cost of shortterm employee benefit as an expense, when an employee renders the related service.

The Group treats accumulated leave expected to be carried forward beyond twelve months, as longterm employee benefit for measurement purposes. Such longterm compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the consolidated statement of assets and liabilities if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date. Where Group has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is present as noncurrent liabilities.

Income taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI 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 considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group reflects the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.

Deferred tax

Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.

In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

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

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in Other Comprehensive Income or directly in equity.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the

same taxation authority on either the same taxable entity which intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions.

When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset or other systematic basis representative of the pattern of fulfilment of obligations associated with grant received.

When the Group receives grants of nonmonetary assets, the asset and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by equal annual instalments.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker (CODM). Only those business activities are identified as operating segment for which operating results are regularly reviewed by CODM to make decisions about resource allocation and performance measurement.

Events after the reporting period

If the Group receives information after the reporting period, but prior to the date when the restated consolidated financial information are approved for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its consolidated financial statements. The Group will adjust the amounts recognised in its consolidated financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For nonadjusting events after the reporting period, the Group will not change the amounts recognised in its restated consolidated financial information, but will disclose the nature of the non adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.

Critical accounting estimates and judgements

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Leases estimating the incremental borrowing rate ("IBR")

Provision for expected credit losses ("ECLs") on trade receivables

Defined benefit plan (postemployment gratuity)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. 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 longterm nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Deferred tax assets

Valuation of deferred tax assets is dependent on managements assessment of future recoverability of the deferred tax benefit. Expected recoverability may result from expected taxable income in the future, planned transactions or planned optimising measures. Economic conditions may change and lead to a different conclusion regarding recoverability.

Provision for warranties

The Groups performance warranty obligations for its PV Modules thereof are determined using historical information of claims received up to the year end and the managements estimate of further liability to be incurred in this regard during the 25 year warranty period, computed on the basis of past trends of such claims. These assurancetype warranties are recognised when the product is sold or the service provided, with initial recognition based on historical experience, and the initial estimate of warrantyrelated costs is revised annually.

Useful lives of property, plant and equipment and intangible assets

Management reviews its estimate of the useful lives of property, plant and equipment and intangible assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of property, plant and equipment and intangible assets.

Contingencies

Legal proceedings covering a range of matters are pending against the Group. Due to the uncertainty inherent in such matters, it is often difficult to predict the final outcome. The cases and claims against the Group often raise factual and legal issues that are subject to uncertainties and complexities, including the facts and circumstances of each particular case/claim, the jurisdiction and the differences in applicable law. The Group consults with legal counsel and other experts on matters related to specific litigations where considered necessary. The Group accrues a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.

Recent accounting pronouncements

On 9 May 2025, Ministry of Corporate Affairs notified the amendments to Ind AS 21 Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after 1 April 2025. The Group is currently assessing the probable impact of these amendments on its financial statements.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies in Fiscals 2025, 2024 and 2023.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE Total Income

Our total income comprises our revenue from operations and other income.

Revenue from Operations

Revenue from operations comprises revenue from contracts with customers in relation to (i) sale of products sale of manufactured goods solar photovoltaic modules; and (ii) other operating revenue from (a) scrap sales, and (b) income from power generation.

Other Income

Other income comprises (i) interest income on (a) cash and cash equivalents and other bank balances at amortised cost, (b) loans/advances to related parties at amortised cost, (c) loan to others, (d) income tax refund, and (e) other loans and advances at amortised cost; (ii) net gains on disposal of investments in mutual funds measured at FVTPL; (iii) income from government grants; (iv) liabilities no longer payable written back; (v) gain on derecognition of financial liabilities (early termination of lease); (vi) a gain on sale of subsidiary; (vii) gain on disposal of property, plant and equipment; (viii) gains on disposal of other intangible assets; (ix) gains on foreign currency transactions and translations; (x) gain on modification of lease terms; (xi) unwinding of discount on security deposits at amortised cost; (xii) rental income; and (xiii) miscellaneous income.

Expenses

Expenses comprise (i) cost of materials consumed; (ii) changes in inventories of finished goods; (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortisation expense; and (vi) other expenses.

Cost of Materials Consumed

Cost of materials consumed comprise opening stock and closing stock of raw material and purchases of glass, cell, frames, EVA, EPE, silver paste and wafer.

Changes in Inventories

Changes in inventories comprise inventory of finished goods and finished goods in transit at the beginning and the end of the year.

Employee Benefits Expense

Employee benefits expense comprise (i) salaries, wages and bonus; (ii) contribution to provident and other funds (defined contribution plans); (iii) postemployment gratuity benefits; and (iv) staff welfare expenses.

Finance Costs

Finance costs comprise (i) interest expense on borrowings measured at amortised cost; (ii) interest expense on lease liabilities; (iii) interest expense on income tax; and (iv) other borrowing costs.

Depreciation and Amortzation Expenses

Depreciation and amortization expenses comprise (i) depreciation of property, plant and equipment; (ii) amortization of right touse assets; and (iii) amortization of intangible assets.

Other Expenses

Other expenses primarily include (i) consumption of stores and spares; (ii) power and fuel; (iii) subcontracting expenses; (iv) repairs and maintenance; (v) rates and taxes; (vi) carriage outwards; (vii) legal and professional fees; (viii) insurance; (ix) travel expenses; (x) impairment of plant and machinery; and (x) other miscellaneous expenses.

RESULTS OF OPERATIONS FOR FISCAL 2025, 2024 AND 2023

The following table sets forth certain information with respect to our results of operations on a consolidated basis for Fiscal 2025, 2024 and 2023:

FISCAL 2025 COMPARED TO FISCAL 2024 Income

Total income increased from ? 9,544.44 million in Fiscal 2024 to ? 23,603.25 million in Fiscal 2025, primarily due to an increase in revenue from operations and other income.

Revenue from Operations

Revenue from operations increased from ? 9,519.35 million in Fiscal 2024 to ? 23,356.13 million in Fiscal 2025 primarily on account of an increase in sale of manufactured goods solar photovoltaic modules from ? 9,415.39 million in Fiscal 2024 to ? 23,256.33 million in Fiscal 2025 on account of increase in our total installed capacity from 1,585.13 MW as of March 31, 2024 to 6,015.66 MW as of March 31, 2025, as well as increase in total production from 475.62 MW as of March 31, 2024 to 1,482.31 MW as of March 31, 2025. We have added three new lines for solar module production and one new line for solar cell production since Fiscal 2023, and in Fiscal 2025, we commissioned two new lines for solar module production and one new line for solar cell production, with a manufacturing capacity of 4.43 GW and 2.94 GW, respectively, at Unit III and Unit IV.

Other operating revenue that comprised scrap sales grew from ? 0.05 million in Fiscal 2024 to ? 0.32 million in Fiscal 2025 and income from power generation decreased marginally from ? 103.91 million in Fiscal 2024 to ? 99.48 million in Fiscal 2025.

Other Income

Other income increased from ? 25.09 million in Fiscal 2024 to ? 247.12 million in Fiscal 2025 primarily due to an increase in cash and cash equivalents and other bank balances at amortised cost from ? 3.51 million in Fiscal 2024 to ? 201.62 million in Fiscal 2025 on account of increase in interest income on bank deposits and net gains on disposal of investments in mutual funds measured at FVTPL from nil to ? 16.49 million in Fiscal 2025.

Expenses

Total expenses increased from ? 9,068.24 million in Fiscal 2024 to ? 18,775.05 million in Fiscal 2025, primarily due to an increase in cost of materials consumed, employee benefits expense, finance costs, depreciation and amortization expense and other expenses.

Cost of Materials Consumed

Cost of materials consumed increased by 96.88% from t 7,710.42 million in Fiscal 2024 to t 15,180.01 million in Fiscal 2025 primarily on account of an increase in purchases of raw materials from t 9,187.04 million in Fiscal 2024 to t 18,417.42 million in Fiscal 2025 on account of increase in sale of our products.

Changes in inventories of finished goods

Changes in inventories of finished goods were t (1,156.84) million in Fiscal 2025 compared to t (164.62) million in Fiscal 2024. This was due to a decrease in inventory of finished goods at the end of the year from t (611.52) million in Fiscal 2024 to t (1,768.36) million in Fiscal 2025 on account of increase in business operations.

Employee Benefits Expense

Employee benefits expense increased from t 240.04 million in Fiscal 2024 to t 777.67 million in Fiscal 2025, primarily due to an increase in salaries, wages and bonus from t 214.12 million in Fiscal 2024 to t 692.58 million in Fiscal 2025 on account of increase in number of employees from 476 as of March 31, 2024 to 611 as of March 31, 2025.

Finance Costs

Finance costs increased from t 335.07 million in Fiscal 2024 to t 1,078.77 million in Fiscal 2025, primarily due to an increa se in interest expense on borrowings measured at amortised cost from t 273.92 million in Fiscal 2024 to t 941.84 million in Fisc al 2025 on account of an increase in total borrowings from t 14,413.02 million as of March 31, 2024 to t 19,496.86 million as of March 31, 2025 to fund our capacity expansion.

Depreciation and Amortisation Expense

Depreciation and amortisation expense increased from t 418.21 million in Fiscal 2024 to t 1,559.53 million in Fiscal 2025, primarily due to an increase in depreciation of property, plant and equipment from t 401.33 million in Fiscal 2024 to t 1,482.92 million in Fiscal 2025 on account of commissioning of new plant and machinery and capacity expansion at Unit III and Unit IV.

Other Expenses

Other expenses increased from t 529.12 million in Fiscal 2024 to t 1,335.91 million in Fiscal 2025, primarily due to an increase in:

Power and fuel from t 70.82 million in Fiscal 2024 to t 288.19 million in Fiscal 2025 on account of increase in production;

Carriage outwards from t 75.25 million in Fiscal 2024 to t 263.62 million in Fiscal 2025 on account of increase in sales of our products;

Legal and professional fees from t 31.29 million in Fiscal 2024 to t 131.25 million in Fiscal 2025 on account of commissioning of Unit III and IV;

Insurance from t 33.03 million in Fiscal 2024 to t 81.36 million in Fiscal 2025 on account of commissioning of new plant and machinery in Unit III and IV;

Impairment of plant and machinery from nil in Fiscal 2024 to t 200.11 million in Fiscal 2025 on account of closure of Unit I; and

Other miscellaneous expenses from t 34.62 million in Fiscal 2024 to t 137.21 million in Fiscal 2025 on account of increase in marketing expense leading to increase in sales and increase in testing and inspection charges for upgradation of technology.

This was partially offset by decreases in (i) bad debts written off from t 319.03 million in Fiscal 2024 to t 12.89 million i n

Fiscal 2025; and (ii) subcontracting expenses from t 45.79 million in Fiscal 2024 to t 20.74 million in Fiscal 2025.

Profit before Tax for the Year

For the reasons stated above, we recorded a profit before tax for the year of t 4,828.20 million in Fiscal 2025 compared to t

476.20 million in Fiscal 2024.

Tax Expenses

Current tax was t 713.77 million in Fiscal 2025 compared to t 303.77 million in Fiscal 2024, on account of corresponding

increase in the restated profit before tax. Deferred tax was t 424.29 million in Fiscal 2025 compared to t (116.56) million in

Fiscal 2024, on account of increase in depreciation and carry forward business loss of our subsidiary, Emmvee Energy Private limited. As a result, total tax expense increased to ? 1,138.06 million in Fiscal 2025 from ? 187.21 million in Fiscal 2024.

Profit after Tax for the Year

As a result of the foregoing, we recorded a profit after tax for the year of ? 3,690.14 million in Fiscal 2025 as compared to ? 288.99 million in Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023

Income

Total income increased by 48.12% from ? 6,443.70 million in Fiscal 2023 to ? 9,544.44 million in Fiscal 2024, primarily due to an increase in revenue from operations.

Revenue from Operations

Revenue from operations increased by 54.00% from ? 6,181.26 million in Fiscal 2023 to ? 9,519.35 million in Fiscal 2024 primarily on account of an increase in sale of manufactured goods solar photovoltaic modules from ? 6,045.77 million in Fiscal 2023 to ? 9,415.39 million in Fiscal 2024 on account of increase in our total production from 218.57 MW in Fiscal 2023 to 475.62 MW in Fiscal 2024. Other operating revenue that comprised scrap sales decreased from ? 1.11 million in Fiscal 2023 to ? 0.05 million in Fiscal 2024 and income from power generation decreased from ? 134.38 million in Fiscal 2023 to ? 103.91 million in Fiscal 2024.

Other Income

Other income decreased by 90.44% from ? 262.44 million in Fiscal 2023 to ? 25.09 million in Fiscal 2024 primarily due to a decrease in gain on sale of subsidiary from ? 227.81 million in Fiscal 2023 to ? 0.02 million in Fiscal 2024 on account of In d AS adjustments on account of disposal of our erstwhile subsidiary, ES Neptune Solar Private Limited.

Expenses

Total expenses increased by 43.33% from ? 6,327.03 million in Fiscal 2023 to ? 9,068.24 million in Fiscal 2024, primarily due to an increase in cost of materials consumed, employee benefits expense, finance costs and other expenses.

Cost of Materials Consumed

Cost of materials consumed increased by 52.28% from ? 5,063.21 million in Fiscal 2023 to ? 7,710.42 million in Fiscal 2024 primarily on account of an increase in purchases of raw materials from ? 5,212.22 million in Fiscal 2023 to ? 9,187.04 millio n in Fiscal 2024 on account of increase in sales of our products.

Changes in inventories of finished goods

Changes in inventories of finished goods were ? (164.62) million in Fiscal 2024 compared to ? (40.95) million in Fiscal 2023. This was due to a decrease in inventory of finished goods in transit at the end of the year from ? (92.35) million in Fiscal 2023 to ? (195.31) million in Fiscal 2024 on account of increase in the scale of our business operations.

Employee Benefits Expense

Employee benefits expense increased by 19.52% from ? 200.83 million in Fiscal 2023 to ? 240.04 million in Fiscal 2024, primarily due to an increase in salaries, wages and bonus from ? 181.51 million in Fiscal 2023 to ? 214.12 million in Fiscal 2024 on account of increase in number of employees from 382 as of March 31, 2023 to 476 as of March 31, 2024.

Finance Costs

Finance costs increased from ? 281.60 million in Fiscal 2023 to ? 335.07 million in Fiscal 2024, primarily due to an increase in interest expense on borrowings measured at amortised cost from ? 238.28 million in Fiscal 2023 to ? 273.92 million in Fiscal 2024, on account of increase in total borrowings from ? 5,196.21 million as of March 31, 2023 to ? 14,413.02 million as of March 31, 2024 to fund our capacity expansion.

Depreciation and Amortisation Expense

Depreciation and amortisation expense decreased by 2.03% from ? 426.89 million in Fiscal 2023 to ? 418.21 million in Fiscal 2024, primarily due to a decrease in amortization of righttouse assets from ? 26.89 million in Fiscal 2023 to ? 15.86 million in Fiscal 2024. This was partially offset by an increase in depreciation of property, plant and equipment fro m ? 397.54 million

in Fiscal 2023 to ? 401.33 million in Fiscal 2024.

Other Expenses

Other expenses increased by 33.80% from ? 395.45 million in Fiscal 2023 to ? 529.12 million in Fiscal 2024, primarily due to an increase in:

Power and fuel from ? 42.74 million in Fiscal 2023 to ? 70.82 million in Fiscal 2024 on account of increase in production;

Subcontracting expenses from ? 27.61 million in Fiscal 2023 to ? 45.79 million in Fiscal 2024 on account of increase in business operations;

Legal and professional fees from ? 10.76 million in Fiscal 2023 to ? 31.29 million in Fiscal 2024 on account of increase in consultancy fees paid for increase in sales in export market;

Bad debts written off from ? 5.15 million in Fiscal 2023 to ? 319.03 million in Fiscal 2024 on account of writeoff of long outstanding dues in Fiscal 2024; and

Other miscellaneous expenses from ? 4.39 million in Fiscal 2023 to ? 34.62 million in Fiscal 2024 on account of increase in business development cost leading to increase in sales.

This was partially offset by decreases in (i) utilization of provision for expected credit loss from ? 37.14 million in Fisca l 2023 to ? (170.20) million in Fiscal 2024 and (ii) carriage outwards from ? 126.79 million in Fiscal 2023 to ? 75.25 million in Fiscal 2024 on account of change in sales terms to exworks for certain contracts, which led to a decrease in carriage outwards expenses.

Profit before Tax for the Year

For the reasons stated above, we recorded a profit before tax for the year of t 476.20 million in Fiscal 2024 compared to t 116.67 million in Fiscal 2023.

Tax Expenses

Current tax was ? 303.77 million in Fiscal 2024 compared to ? 11.88 million in Fiscal 2023, on account of corresponding increase in the restated profit before tax. Deferred tax was ? (116.56) million in Fiscal 2024 compared to ? 11.70 million in Fiscal 2023, on account of timing in depreciation. As a result, total tax expense increased from ? 26.96 million in Fiscal 20 23 to ? 187.21 million in Fiscal 2024.

Profit after Tax for the Year

As a result of the foregoing, we recorded a profit after tax for the year of t 288.99 million in Fiscal 2024 as compared to t 89.71 million in Fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

We finance our operations and capital requirements primarily through equity infusion of our Promoter entity funded by investors, cash flows from operations and borrowings under credit facilities from certain banks. We believe that our credit facilities, together with cash generated from our operations will be sufficient to finance our working capital needs for next 12 months. We expect that these sources will continue to be our principal sources of cash in the medium term. However, there can be no assurance that additional financing will be available, or if available, that it will be available on terms acceptable to us.

CASH FLOWS

The following table sets forth certain information relating to our cash flows in the years indicated:

Operating Activities

Fiscal 2025

In Fiscal 2025, net cash flow from operating activities was ? 6,137.53 million. Profit before tax was ? 4,828.20 million and adjustments primarily consisted of depreciation and amortisation expense of ? 1,559.53 million, finance costs of ? 967.29 million and gain on discard/sale of fixed assets of ? 200.11 million. These were partially offset by interest income of ? 213.22 million.

Operating profit before working capital changes was ? 7,337.42 million in Fiscal 2025. The working capital adjustments included increase in other current liabilities of ? 3,226.03 million, increase in trade payables of ? 1,920.67 million, incre ase in other financial liabilities of ? 39.30 million, decrease in other non current assets of ? 48.33 million and decrease in other non current liabilities of ? 761.78 million. These were partially offset by an increase in inventories of ? 4,521.61 million, inc rease in trade receivables of ? 942.75 million and increase in other current assets of ? 868.35 million. Cash generated from operations for Fiscal 2025 amounted to ? 6,793.01 million. Income taxes paid (net of refunds) amounted to ? 655.48 million.

Fiscal 2024

In Fiscal 2024, net cash flow from operating activities was ? 2,344.61 million. Profit before tax was ? 476.20 million and adjustments primarily consisted of depreciation and amortisation expense of ? 418.21 million, bad debts written off of ? 319.03 million and finance costs of ? 277.37 million. These were partially offset by provision reversal for expected credit loss of ? 170.20 million.

Operating profit before working capital changes was ? 1,305.08 million in Fiscal 2024. The working capital adjustments included increase in other current liabilities of ? 1,483.18 million, increase in other non current liabilities of ? 1,172.90 million and increase in trade payables of ? 892.73 million, increase in other financial liabilities of ? 25.98 million. This was partially offset by increase in inventories of ? 1,648.13 million and increase in trade receivable of ? 419.00 million, increase in oth er current assets of ? 212.92 million. Cash generated from operations for Fiscal 2024 amounted to ? 2,495.73 million. Income taxes paid (net of refunds) amounted to ? 151.12 million.

Fiscal 2023

In Fiscal 2023, net cash used in operating activities was ? 594.78 million. Profit before tax was ? 116.67 million and adjustments primarily consisted of profit on sale of investment subsidiaries of ? 227.81 million and foreign exchange differences of ? 53.12 million. These were partially offset by depreciation and amortisation expense of ? 426.89 million, finance costs of ? 256.42 million and provision accrued for expected credit loss of ? 37.14 million.

Operating profit before working capital changes was ? 535.38 million in Fiscal 2023. The working capital adjustments included increase in other non current assets of ? 203.73 million, increase in other current assets of ? 335.24 million, increase in inventories of ? 209.07 million and increase in other financial liabilities of ? 107.28 million. This was partially offset by increase in in trade payables of ? 293.51 million, decrease in trade receivables of ? 281.46 million and increase in other liabilities of ? 94.08 million. Cash generated from operations for Fiscal 2023 amounted to ? 603.10 million. Income taxes paid (net of refunds) amounted to ? 8.32 million.

Investing Activities

Fiscal 2025

Net cash flow used in investing activities was ? 9,856.66 million in Fiscal 2025, primarily due to purchase of property, plant and equipment including capital advances of ? 9,883.04 million, investment in mutual funds of ? 8,677.20 million. This was partially offset by proceeds from disposal of investment in mutual funds of ? 6,125.40 million, Proceeds from bank deposits other than cash and cash equivalents of ? 2,355.11 million, interest received of ? 223.81 million and purchase of intangible assets of ? 1.64 million.

Fiscal 2024

Net cash flow used in investing activities was ? 10,000.46 million in Fiscal 2024, primarily due to purchase of property, pla nt and equipment including capital advances of ? 6,732.70 million, proceeds from bank deposits other than cash and cash equivalents of ? 3,267.63 millionand purchase of intangible assets of ? 13.18 million. This was partially offset by interest received of ? 11.35 million, proceeds from sale of property, plant and equipment of ? 1.60 million, and sale of investments i n subsidiaries of ? 0.10 million.

Fiscal 2023

Net cash flow used in investing activities was ? 1,306.75 million in Fiscal 2023, primarily due to purchase of property, plant and equipment including capital advances of ? 4,445.68 million. This was partially offset by proceeds from sale of property,

plant and equipment of t 2,118.98 million, sale of investments in subsidiaries of t 962.26 million, proceeds from bank deposi ts other than cash and cash equivalents of t 40.65 million and interest received of t 17.04 million.

Financing Activities

Fiscal 2025

Net cash flow from financing activities was t 4,081.34 million in Fiscal 2025, primarily due to proceeds of borrowings of t 7,252.52 million. This was partially offset by repayment of borrowings of t 2,168.68 million, interest paid of t 953.82 million, payment of lease liabilities net of ROU asset of t 23.23 million and interest paid on lease liabilities of t 25.45 million.

Fiscal 2024

Net cash flow from financing activities was t 8,944.48 million in Fiscal 2024, primarily due to proceeds of long term borrowings of t 9,574.77 million. This was partially offset by repayment of borrowing of t 357.96 million, interest paid of t 261.20 million, payment of lease liabilities net of ROU asset of t 7.68 million and interest paid on lease liabilities of t 3.45 million.

Fiscal 2023

Net cash flow from financing activities was t 798.25 million in Fiscal 2023, primarily due to proceeds of long term borrowing s of t 2,396.66 million. These were partially offset by repayment of borrowing of t 1,337.04 million, interest paid of t 238.28 million, interest paid on lease liabilities of t 18.14 million and payment of lease liabilities net of ROU asset of t 4.95 million.

INDEBTEDNESS

As of March 31, 2025, we had total borrowings (consisting of current and noncurrent borrowings) of t 19,496.86 million. Our debt to equity ratio (calculated as aggregate of total borrowings (i.e. current and noncurrent) for the period / year divided by total equity attributable to the owners of the holding company for the period/year ) was 3.63 as of March 31, 2025.

The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2025, and our repayment obligations in the periods indicated:

CONTRACTUAL OBLIGATIONS AND OFFBALANCE SHEET ARRANGEMENTS

The table below sets forth our contractual obligations as at March 31, 2025 as per the Restated Consolidated Financial Information. These obligations primarily relate to our contractual maturities of financial liabilities such as trade payables, other financial liabilities and lease liabilities..

Except as disclosed in this Draft Red Herring Prospectus, there are no offbalance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTINGENT LIABILITIES AND COMMITMENTS

The following table sets forth our contingent liabilities as at March 31, 2025 as per Ind AS 37 that have been disclosed in the Restated Consolidated Financial Information:

Capital Commitments

CAPITAL EXPENDITURES

In Fiscals 2025, 2024, and 2023, our capital expenditure towards additions to property, plant and equipment, capital work in progress and intangible assets were ? 29,780.17 million, ? 5,598.90 million and ? 1,663.43 million, respectively. The following table sets forth our capital expenditure for the periods indicated:

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include sales of goods and services, interest income, purchase of goods and services, salaries, wages and bonus, interest expense, sale of trademarks to Mr. Manjunatha Donthi Venkatarathnaiah, corporate social responsibility contribution to Emmvee Foundation Trust, rent paid, purchases of property, plant and equipment land and building, borrowings received and borrowings repaid, loan repayment received, loans advanced, gratuity fund contribution to Emmvee Photovoltaic Power Private Limited Employees Gratuity Fund Trust and reimbursement of expenses.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our activities expose us to credit risk, liquidity risk and market risk. Our overall risk management program focuses on robust liquidity management as well as monitoring of various relevant market variables, thereby consistently seeking to minimize potential adverse effects on our financial performance.

Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

Trade receivables

To manage the credit risks arising from customers, the Groups periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivables.

The Group does not hold any collateral as security. The letters of credit and other forms of credit insurance are considered integral part of trade receivables and considered in the calculation of impairment.

Other financial assets

In case of cash and cash equivalents, since the amount is in form of demand deposits with bank there is no credit risk perceived. The Group invests only in debt mutual funds with very low credit risk.

Other financial assets like security deposits and bank deposits are mostly with government authorities and scheduled banks and hence, the Group does not expect any significant credit risk with respect to these financial assets.

Market Risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of the financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivable and payables and loans and borrowings.

Interest rate risk

Foreign exchange risk

Liquidity Risk

Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. The Group manages liquidity risk by maintaining sufficient cash and by having access to funding through an adequate amount of committed credit lines. Management monitors the Groups net liquidity position through rolling forecasts on the basis of expected cash flows.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

KNOWN TRENDS OR UNCERTAINTIES

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business.

COMPETITIVE CONDITIONS

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES

Changes in revenue in the last three Fiscals are as described in Fiscal 2025 compared to Fiscal 2024", and Fiscal 2024

compared to Fiscal 2023" above on pages 341 and 343, respectively.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

We generate a significant portion of our revenue from, and are therefore dependent on, certain key customers. The table below sets forth the revenue generated from our largest, top 5 and top 10 customers, including as a percentage of our revenue from operations, in the periods indicated:

Notes:

(2) In Fiscal 2025, our top customers include Clean Max Enviro Energy Solutions Private Limited, KPI Green Energy Limited, Solarcraft Power India 2 Private Limited, Hero Rooftop Energy Private Limited, Ayana Renewable Power Private Limited, BN Peak PowerI Private Limited, Lineage Power Private Limited, InSolare Energy Private Limited and other entities whose names have not been disclosed here due to nonreceipt of consent.

(3) In Fiscal 2024, our top customers include Ayana Renewable Power Private Limited, Lineage Power Private Limited, Aditya Birla Renewables Solar Limited, KPI Green Energy Limited, KMV Projects Limited, Prozeal Green Energy Limited and other entities whose names have not been disclosed here due to nonreceipt of consent.

(4) In Fiscal 2023, our top customers include KPI Green Energy Limited, Aditya Birla Renewables Solar Limited and other entities whose names have not been disclosed here due to nonreceipt of consent.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below and elsewhere in this Draft Red Herring Prospectus, to our knowledge no circumstances have arisen since March 31, 2025 that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months:

Pursuant to the resolution passed by the shareholders of the Company in the extraordinary general meeting dated April 18, 2025, our Company allotted 539,590,500 equity shares of face value of ? 2 each by way of bonus to its shareholders in the ratio of 10:1.

Our Company through our Subsidiary, Emmvee Energy Private Limited entered into a share purchase agreement dated April 5, 2025 and shareholders agreement dated May 5, 2025 with Clean Max Enviro Energy Solutions Private Limited for the purpose of investing in Clean Max Ganga Private Limited, which was incorporated by Clean Max Enviro Energy Solutions Private Limited.