Fujiyama Power Systems Ltd Management Discussions

OVERVIEW

For details in relation to our business, please see section titled “Our Business” on page 221.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The significant factors which can affect our results of operations and financial condition are as follows:

• Our capacity expansion plans;

• Regulatory and policy developments;

• Cost of materials consumed for the manufacture of our products;

• Growth of our sales and distribution network;

• Enhancing our product portfolio;

• Changing consumer preferences; and

• Competition in our industry.

Our capacity expansion plans

Over the years, we have continuously upgraded our existing facilities installed manufacturing capacity. Our installed manufacturing capacity for tubular and lithium-ion batteries grew from 1 MWh in March 2022 to 91 MWh in March 2023, 957 MWh in March 2024 and 1,363 MWh in September 2024. Our total installed manufacturing capacity for our solar panels, solar inverters, solar PCU and UPS and chargers collectively grew from 259 MW in March 2022 to 662 MW in March 2023, 1,035 MW in March 2024 and 1,582 MW in September 2024.

For details of our Companys historical capacity utilization of their manufacturing facilities, calculated on the basis of effective installed capacity for the relevant period and actual production in such periods, please see section titled “Our Business - Capacity and Capacity Utilization” on page 248.

We intend to follow an expansion strategy of executing regular capacity additions, as well as continuous upgradation of our manufacturing technology and processes driven by demand and with a focus on incorporating new emerging technologies. Our manufacturing setup is centred on latest technology and processes focused on precision and accuracy aimed at maximizing production and operational efficiency while maintaining strict quality control and meeting demands of our customers. Recent upgrades to our solar panel manufacturing setup includes TOPCon based solar panel manufacturing technology, which has enhanced our product offering with continuous increase in production capacity. Further, the ongoing project for enlarging our production capabilities by 600 MW for solar inverter and 500 MWh for lithium-ion batteries in our Greater Noida Facility is expected to enable us to meet current and forecasted market demand.

We are in the process of developing a new facility for manufacturing solar panels with an expected additional capacity of 600 MW in Dadri, Uttar Pradesh. We plan to use the Offer proceeds for establishing an integrated project in Ratlam, Madhya Pradesh, which is expected to more than double our current manufacturing capacity. While our existing facilities primarily serve north Indian states, our planned facility at Ratlam, Madhya Pradesh will help us in tapping new distributors and customers and to serve the growing markets in west and south of India.

For details of our ongoing and proposed capacity expansion plans as on the date of this Draft Red Herring Prospectus, please see section titled “Our Business - Proposed Expansion Plans" on page 253.

Our ability to profitably expand our capacities is dependent on our ability to efficiently manage our corresponding increase in expenditures and achieve timely completion and commissioning of the expanded capacities. As our existing and planned capacity additions come into greater utilization and translate into commercial production in line with increased demand for our products, it will result in an increase in our production volumes.

Regulatory and policy developments

The regulatory and policy environment in which we operate is evolving and subject to change. Our business is dependent on GoI and state government policies that support renewable energy, particularly solar energy. For example, government projects are permitted to procure solar modules of certain quality and specification only from a limited number of select suppliers identified in the ALMM identified by the MNRE, for which our products have been enlisted for use in solar projects in India, including government projects, government-assisted projects, schemes and programs launched by the government, open access and net-metering projects.

The PM Suryaghar: Muft Bijli Yojna was launched in 2024, which aims to install rooftop solar panels in 10 million households and with a total financial outlay of Rs 750.21 billion. Our innovative hybrid solar systems which provide for grid connection as well as storage of energy in case of power outages, are eligible for this subsidy. This makes our products more affordable for the customers. We intend to market our proven hybrid and on-grid solar products to address the increased demand due to this initiative.

Further, government schemes such as Pradhan Mantri Janjati Adivasi Nyaya Maha Abhiyan (PM JANMAN) which provides for electrification of 100,000 un-electrified households in particularly vulnerable tribal groups (PVTG) areas located in 18 states and the union territory of Andaman and Nicobar Islands by provision of off- grid solar systems where electricity supply through grid is not feasible, will provide a boost to the demand of our off-grid solar products.

Furthermore, the Grid Connected Solar Rooftop Program, launched in March 2019, aims to provide free electricity to ten million households in India by providing households with a subsidy to install solar rooftop systems also requires the use of domestic content requirement solar modules. We intend to capitalize on such program and meet this demand using our sales channels across India.

For our Greater Noida Facility, we have been granted approval for capital subsidy under the Modified Special Incentives Package Scheme (“M-SIPS”) of the Central Government. We had applied for subsidies on land and capital under the UP-Electronics Manufacturing Policy 2017 (“Policy”), wherein we have received approval for the 25% land rebate for our Greater Noida Facility. Further, the 15% capital subsidy on fixed capital other than the land as provided under the said Policy is approved but pending disbursement. Our application for capital subsidy under the UP-Electronics Manufacturing Policy 2020 (as amended in 2022) for our existing Greater Noida

Facility has been approved, whereas, the application for capital subsidy for our upcoming facility at Dadri, Uttar Pradesh is under process.

For our Ratlam Facility, we intend to apply for a subsidy under the Renewable Energy Equipment Manufacturing Policy of Industrial Promotion Policy, 2025, which offers various incentives which offers various incentives such as capital subsidy, assistance for green industrialization, and patents filling assistance among other things.

If any of these incentives or policies are adversely amended, eliminated or not extended beyond their current expiration dates, or if funding for these incentives is reduced, or if governmental support of renewable energy development, particularly solar energy, is discontinued or reduced, it could have an adverse effect on the viability of new solar energy projects based on current tariff and cost assumptions. For further information, please see section titled “Key Regulations and Policies” on page 264. Any changes and related uncertainties in application, interpretation or implementation of any new regulations or policies introduced require us to assess its implications on our business operations, obtain additional approvals and licences, and may require us to alter our business strategy, or implement onerous requirements and conditions on our operations. This may result in increased compliance costs as well as divert significant management time and other resources.

Cost of materials consumed

Our ability to remain competitive, maintain costs and profitability depend significantly on our ability to source and maintain a stable and sufficient supply of materials and components at acceptable prices. Our major materials requirements include, inter-alia, solar cells, back-sheets, encapsulants, glass, copper, aluminium frame, junction box, ribbon, busbar, insulated-gate bipolar transistors, metal-oxide-semiconductor field-effect transistors, capacitors, microcontrollers, lead (for tubular lead acid batteries) and cells (lithium-ion battery packs). The table below provides details of our cost of materials consumed as a percentage of our total expenses for six months ended September 30, 2024 and Fiscals 2024, 2023 and 2022 :

We depend on external suppliers for our materials and components required and typically purchase materials and components on a purchase order basis and place such orders with them in advance on the basis of our anticipated requirements. As a result, the success of our business is significantly dependent on maintaining good relationships with our materials and component suppliers. Further, we source raw materials from a number of international suppliers as well as from vendors in India. Our supply arrangements are subject to price volatility caused by various factors such as market fluctuations, currency fluctuations, climatic and environmental conditions, production and transportation cost, changes in domestic as well as international government policies, and regulatory and trade sanctions. We currently import solar cells and lithium-ion cells from China. Changes in import duties also impact our cost materials consumed and consequently operating margins. If we cannot fully offset increases in material prices with increases in the prices for our products, we will experience lower margins.

Growth of our sales and distribution network

Our ability to grow our retail sales depends on our relationship with our distributors, dealers and franchisees, and our ability to grow our sales and distribution network. We have an extensive pan-India distribution network of more than 480 distributors, 3,600 dealers and 1,000 exclusive “Shoppe” franchisees as of September 30, 2024 with a presence in 23 states and three union territories.

We have an extensive presence in the domestic market having pan-India through an extensive distributor network. Our presence in various regions of India facilitates direct access to distributors and their network. Our distribution team has extensive on-ground distribution experience, having the capability to set up, manage and grow our pan- India distribution network for our products in the solar power generation systems and power back-up solutions categories, including inverters and batteries.

We further operate a “Shoppe” franchise model by which our exclusive franchisee partners house our various products and educate our customers on selecting and purchasing the right rooftop system and components from a single source, ensuring seamless procurement and professional installation. They deal only with products authorised by us and are authorised to sell our products under our brand name. We have made significant investment in terms of training, resources and support provided to our franchisees over the years and developed relationships with these franchisees. Our focus on supporting our franchisees succeed in their business by providing adequate training for installation, maintenance and post-sales support has enabled us to develop a large network of franchisees across India to target the local rooftop market.

Our retail network is also well integrated with our marketing and promotional activities, and helps in strengthening our brand image. Our distributors, dealers and franchisees display advertising boards for our products at their outlets to attract consumers and also undertake customer referral programs. We further market our products and solutions through multiple marketing channels which include use of digital media, digital ads, social media, email campaigns, radio and in-app advertisements, among others. We have a well-integrated system to manage inventory and effectively service our franchisees. These engagements offer insights that we then leverage to strategically focus on particular regions or communities.

Our extensive retail network across India increases visibility and reach of our products through direct customer interaction and distribution by such distributors, dealers and franchisees. This deep penetration across metros, large cities, towns as well as rural areas developed over several years present significant entry barriers for other players in penetrating our target business verticals.

Demand of our products is continuously increasing due to continuously increasing domestic power consumption, government initiatives and decreasing prices of installing roof-top solar systems. Our existing distribution and retail network is well equipped to manage the demand but we are increasing our distribution base and retail network through a curated distribution model to address the ever-increasing demand of solar products in India. For instance, we are focusing development of new distributors in the states which are not covered widely currently. Odisha, West Bengal, Karnataka, Andhra Pradesh, Telangana and Kerala are our key focus areas and we have already started deploying sales teams in these states. Further, we also plan to expand our Shoppe network at a gradual pace to meet the demand.

Enhancing our product portfolio

We have designed and developed an extensive product portfolio of more than 500 SKUs which includes a full range of solar inverters, solar panels and batteries, with a goal of limiting the need of our customers to look to other OEMs. We have a comprehensive product portfolio in the roof-top solar segment. We offer an extensive range of products including solar power conditioning units (“PCUs”), solar off-grid, on-grid and hybrid inverters, solar panels, pulse width modulation (“PWM”) chargers and other battery chargers, lithium-ion and tubular batteries, online uninterruptible power supply (“UPS”) systems, offline UPS systems, solar management units and solar charge controllers, among others. For further details, please see section titled “Our Business - Our Business Operations - Product Portfolio ” on page 237. Our extensive product portfolio enables us to serve a wide customer base with varying needs across the country.

In the recent past, we upgraded our production setup to manufacture the latest technology in solar panels, i.e., TOPCon bifacial and glass-to-glass panels featuring a capacity of 590 Wp, and MonoPerc bifacial modules reaching up to 670 Wp.

We intend to continue to consolidate our position and increase our market share in our key and leading product categories, including solar power generation systems, power backup solutions and power supply systems. We plan to do so by, among other things, (i) increasing the penetration of our brands in these product categories, (ii) launching new differentiated products to address unmet customer needs for products falling in different product categories, and (iii) increasing our covered market share by launching new products and leveraging our leadership positions.

We also plan to expand our capabilities to support new products that we expect to develop through our R&D efforts by making investments directed towards developing, and increasing our manufacturing capabilities to facilitate the launch of new products and meet the growing market requirements. Further, we are also exploring opportunities for backward integration in the solar panel value chain by establishing a solar cell manufacturing line at our upcoming facility at Dadri, Uttar Pradesh to address the demand of DCR cells based solar panel.

We endeavour to increase products in our portfolio which have good potential to generate high profit margin in the future to further diversify our product mix as our success depends upon our ability to anticipate and identify changes in consumer preferences. Our growing product portfolio is expected to increase our sales and facilitate access to a large and diversified customer base, both domestic and global and is expected to be a significant factor affecting our future business, financial condition, results of operations and cash flows.

Changing consumer preferences

The solar panel and power backup solutions market in India is evolving and consumers may be tempted to shift their choices and preferences when new products are launched or various marketing and pricing campaigns of different brands are introduced. Our future growth depends on availability of, the state of the credit markets, consumer credit, and general economic sentiment. While we believe our current products are in line with changing consumer preferences, our growth would be dependent on our ability to respond to such changing consumer preferences more effectively and successfully. The success of our products depends on our ability to innovate our product portfolio in line with the technological developments in the solar and power backup solutions industry and on the basis of shifts in consumer preferences.

Competition

As a manufacturer of solar power generation systems and power backup solutions in India, we compete with other Indian manufacturers in these business verticals. Some of our key competitors across our business verticals include Luminous power technologies, Waaree Energies limited, Premier energies limited, Insolation energy, Genus innovation, Exicom tele-systems limited, Okaya Power private limited, Livguard Energy Technologies Private Limited, Microtek International Private Limited.

We believe we are well-positioned to compete with these companies given the ecosystem we have created in the roof top solar segment, our vast product portfolio, expansive distribution network along with exclusive “Shoppes”. Further, amongst our industry peers, we have the widest variety of SKUs (Source: CARE Report). With over 28 years of operating history in the solar energy segment and the quality of our products, our product development capability and our range of solar inverter, solar panels and batteries we aim to compete effectively with our industry peers.

However, some of our competitors may have greater financial, marketing, personnel and other resources than we do and may be in a position to seek to grow their business more aggressively. Any increase in competition in our industry is likely to adversely impact our market share, margins and profitability.

PRESENTATION OF FINANCIAL INFORMATION

The restated financial statements comprise the restated statement of assets and liabilities of our Company as at September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the restated statement of profit and loss (including other comprehensive income), the restated statement of cash flow and the restated statement of changes in equity, the summary statement of material accounting policies and other explanatory information for the six months period ended September 30, 2024 and each of the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022.

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

• Special purpose financial statements of the Company as at and for the six months period ended September 30, 2024, prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards 34 “Interim Financial Reporting” as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India;

• Audited financial statements of the Company as at and for the year ended March 31, 2024 prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (“Ind AS”) specified under Section 133 of the Companies Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended; and

• Special purpose financial statements for the years ended March 31, 2023 and March 31, 2022 prepared in accordance with the Regulations and the Guidance Note in the audited statutory financial statements read with the Companies (Accounting Standards) Rules, 2021 as amended.

SUMMARY OF MATERIAL ACCOUNTING POLICIES (a) Basis of preparation

The restated financial information have been prepared in accordance with the requirements of:

a) Section 26 of Chapter III of the Companies Act, 2013, as amended (the “Act”);

b) Relevant provisions of The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “Regulations”), issued by the Securities and Exchange Board of India (“SEBI”), in pursuance of the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time. (“The Guidance Note”).

The restated financial information have been prepared on accrual basis under the historical cost basis except for certain financial instruments and defined benefit plan that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

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, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

- Level 3 inputs are unobservable inputs for the asset or liability.

In the application of the Companys accounting policies, the directors of the Company are required to make judgements, estimates and assumptions as explained below in the accounting policies about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

(b) Revenue recognition

(i) Sale of goods and services

Revenue from sale of goods is recognised upon transfer of control of the goods to the customers, which generally coincides with their delivery. Sales are recorded at invoice value, net of goods and service tax, trade discount and sales returns.

Revenue from sale of services are recognised as and when the services are rendered as per the terms of contract with customer.

(ii) Interest income

Interest income is recognized using the time-proportion method, basis taking into consideration the amount outstanding and the applicable interest rates.

(iii) Export incentives

Export incentives are recognised on export of goods and when the right to receive the income has been established.

(c) Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less). For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; and

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date.

The lease liability is presented as a separate line in the statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right- of-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Company did not make any such adjustments during the current year.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Impairment policy.

(d) Foreign currency transactions and translations

Initial recognition

Transactions denominated in foreign currencies are accounted at the exchange rates prevailing on the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date

Monetary items denominated in foreign currencies at the year-end are restated at the exchange rates prevailing on the date of the Balance Sheet. Non-monetary items denominated in foreign currencies are carried at cost.

Treatment of exchange differences

Exchange differences arising on settlement / restatement of monetary assets and liabilities of the Company are recognized as income or expense in the Statement of Profit and Loss.

(e) Employee benefits

Employee benefits include provident fund and gratuity.

Defined contribution plan

In accordance with the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits with respect to provident fund, a defined contribution plan in which both the Company and the employee contribute monthly at a determined rate (currently 12% of employees basic salary upto maximum of Rs 15,000 per month). Companys contribution to Provident Fund is charged as an expense in the Statement of Profit and Loss.

Defined benefit Plan

Benefits payable to eligible employees of the Company with respect to gratuity, a defined benefit plan is accounted for on the basis of an actuarial valuation as at the balance sheet date. In accordance with the Payment of Gratuity Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment in an amount equivalent to 15 days basic salary for each completed year of service. Vesting occurs upon completion of five years of service. The company contributes all the ascertained liabilities to a fund set up by the company and administered by a board of trustees. The present value of such obligation is determined by the projected unit credit method and adjusted for past service cost. The resultant actuarial gain or loss on change in present value of the defined benefit obligation is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur.

(f) Taxation

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

(i) Current Tax:

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax as reported in the 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. The Companys current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

(ii) Deferred Tax:

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the restated financial statements 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 (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

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 liabilities and assets are measured at the tax rates that are expected to apply in the period 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 the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

(iii) Current and deferred tax for the year:

Current and deferred tax are recognised in statement of profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

(g) Property, plant and equipment

Recognition and measurement

i. Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost less accumulated depreciation and accumulated impairment losses if any. Freehold land is not depreciated.

ii. Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, the initial estimate of any decommissioning obligation, if any, and, for assets that necessarily take a substantial period of time to get ready for their intended use, finance costs. Cost includes import duties and any non- refundable taxes on such purchase, after deducting rebates and trade discounts and is inclusive of freight, duties, taxes and other incidental expenses. All cost are capitalized which are directly attributable to bringing assets to the condition and location essential for it to operate in a manner as intended by the management. In respect of assets due for capitalization, where final bills/claims are to be received/passed, the capitalisation is based on the engineering estimates. Final adjustments, for costs and depreciation are made retrospectively in the year of ascertainment of actual cost and finalisation of claim.

iii. Capital work in progress includes the cost of property plant and equipment that are not yet ready for their intended use and the cost of assets not put to use before the Balance Sheet date.

iv. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate component of property, plant and equipment.

Depreciation/Amortisation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values and is charged to Statement of Profit and Loss. Depreciation on all tangible fixed assets is provided on the straight line method over the estimated useful life of the assets at the rates specified below.

Depreciation on addition to property, plant and equipment is provided on pro-rata basis from the date of acquisition of the assets. Depreciation on sale/deduction from property, plant and equipment is provided for upto the date of sale, deduction, discardment as the case may be.

The estimated useful life and amortization 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. In respect of assets whose useful lives has been revised, the unamortized depreciable amount is charged over the revised remaining useful lives of the assets.

v. An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of property, plant and equipment (calculated as the difference between the net disposal proceeds and the carrying amount of property, plant and equipment) is included in the Statement of Profit and Loss when property, plant and equipment is derecognized. The carrying amount of any component accounted as a separate component is derecognized, when replaced or when the property, plant and equipment to which the component relates gets derecognized.

(h) Investment property

Investment property is a property held to earn rentals and/or for capital appreciation. Investment property is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment property is measured in accordance with Ind AS 16s requirements for cost model.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.

(i) Asset-for-sale

Non-current asset is classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

(j) Intangible assets

Recognition and measurement

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization 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. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Derecognition of Intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

(k) Impairment of tangible and intangible assets

At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

An assessment is made annually as to see if there are any indications that impairment losses recognized earlier may no longer exist or may have come down. The impairment loss is reversed, if there has been a change in the estimates used to determine the assets recoverable amount since the previous impairment loss was recognized. If it is so, the carrying amount of the asset is increased to the lower of its recoverable amount and the carrying amount that have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. After a reversal, the depreciation charge is adjusted in future periods to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Reversals of Impairment loss are recognized in the Statement of Profit and Loss.

(l) Inventories

Inventories are valued at the lower of cost (on weighted average basis) and net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all expenses incurred in bringing the goods to their present location and condition, including octroi and other levies, transit insurance and receiving charges. Semi-finished and finished goods include appropriate proportion of overheads. Goods in transit are valued at cost excluding import duties.

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.

(m) Provisions, contingent liabilities and contingent assets

(i) Provisions:

Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized 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 recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(ii) Provision for warranty:

The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions or product failures. The timing of outflows will vary as and when warranty claim will arise - being typically 5 years.

(iii) Contingent liabilities:

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

(iv) Contingent assets:

Contingent assets are not recognized in the accounts. However they are disclosed when the possible right to receive exists.

(n) Segment reporting

The Companys segmental reporting is in accordance with Ind AS 108 Operating Segments. Operating segments are reported in a manner consistent with the internal reporting provided to the board of directors, which is responsible for allocating resources and assessing performance of the operating segments, and has been identified as the chief operating decision maker.

(o) Earnings per share

Basic earnings per share (‘EPS) is computed by dividing the net profit or loss (excluding OCI) for the year attributable to equity shareholders by the weighted average number of shares outstanding during the year.

Diluted earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of shares outstanding during the period as adjusted for the effects of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

(p) Cash and cash equivalents

In the cash flow statement, cash and cash equivalents include cash in hand, demand deposits with banks, other short term highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(q) Financial instruments

Financial assets and financial liabilities are recognized when the company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value and transaction cost that is attributable to the acquisition of the financial asset is also adjusted.

Subsequent measurement

For the purpose of Subsequent measurement, the Company classifies financial assets in following categories:

(i) Financial assets at amortized cost

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

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

Financial assets are measured at amortized cost if both of the following conditions are met:

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

(ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Financial assets are measured at fair value through other comprehensive income if both of the following conditions are met:

(i) The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

(ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at FVTPL.

Financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.

Financial assets are subsequently measured at FVTOCI with gains and losses arising from changes in fair value recognized in other comprehensive income.

Financial assets are subsequently measured at FVTPL with gains and losses arising from changes in fair value recognized in profit or loss.

All equity instruments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at fair value through profit and loss (FVTPL). For all other equity instruments, the Company decides to classify the same either as at fair value through other comprehensive income (FVOCI) or fair value through profit and loss (FVTPL).

De-recognition of financial assets

A financial asset is primarily de-recognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognized initially at fair value and transaction cost that is attributable to the acquisition of the financial liabilities is also adjusted. These liabilities are classified at amortized cost.

Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method. This category generally applies to long-term payables and deposits.

De-recognition of financial liabilities

A financial liabilities is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

(r) Impairment of financial instruments

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss for financial assets.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive. When estimating the cash flows, the Company is required to consider:

- All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets.

- Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms

Trade receivables

As a practical expedient the Company has adopted ‘simplified approach using the provision matrix method for recognition of expected loss on trade receivables. The provision matrix is based on historical default rate observed over the expected life of the trade receivable and is adjusted for forward-looking estimates. At every reporting date, the historical default rates are updated and changes in the forward- looking estimates are analysed. Further receivables are segmented for this analysis where the credit risk characteristics of the receivables are similar.

Other financial assets

For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a significant increase in the credit risk since initial recognition and if credit risk has increased significantly, impairment loss is provided.

(s) Functional and presentation currency

These restated financial statements are presented in Indian Rupees, the functional currency of the Company. All amounts have been rounded to the nearest lakhs, upto two decimal places, unless otherwise stated.

(t) Operating cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

CHANGES IN ACCOUNTING POLICIES

Except as disclosed below, there have been no changes in the accounting policies of the Company, in the Fiscals ended March 31, 2024, March 31, 2023, and March 31, 2022 and for the six-months period ended September 30, 2024:

(a) Useful life of ‘Vehicles has been revised from 5 years to 10 years for the Fiscal ended March 31, 2023, compared to the Fiscal ended March 31, 2022; and

(b) Changes in the basis of preparation and related accounting policies as required under the Ind-AS transition for the Fiscal ended March 31, 2024, compared to the Fiscal ended March 31, 2023.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE Income

Our total income comprises (i) revenue from operations, and (ii) other income.

Revenue from Operations

Revenue from operations comprise (i) revenue from sale of our products, which primarily includes sale of (a) products in the solar power generation systems category which includes solar panels, solar inverters (on-grid, off- grid and hybrid type), batteries (tubular lead acid and lithium-ion batteries) and solar management units, (b) products in the power backup solutions category which includes UPS systems and inverters, (c) products in the power supply solutions category including hybrid charge controller unit, and (d) products in the chargers category including chargers for three-wheelers (E-Rickshaws) and batteries; (ii) rendering of services, comprising installation, franchise fees and post-sale support, and project sales which comprise sales of our products to government customers and system integrators; and (iii) other operating revenue including export incentives and revenue from sale of scrap.

Other Income

Other income includes (i) interest income on bank deposits; (ii) foreign exchange gain; (iii) unwinding income on security deposit (net); and (iv) sundry balances write back.

Expenses

Our expenses comprise (i) cost of material consumed, primarily relating to cost of raw materials used in the manufacture of our products and rendering of services, including post-sale support; (ii) changes in inventories of finished goods and semi-finished goods; (iii) other operating expenses; (iv) employee benefits expense; (v) finance costs; (vi) depreciation and amortisation expenses; and (vii) other expenses.

Costs of Material Consumed

Cost of material consumed consists of materials used in the manufacture of our products and rendering of services, including post-sale support.

Other Operating Expenses

Other operating expenses comprise contract labour charges, job work charges, power and fuel expenses and expenses towards consumption of stores and spare parts.

Employee Benefits Expense

Employee benefits expense primarily comprises salaries, wages and bonus, contribution to provident funds, gratuity expenses, share based payment, and staff welfare expenses, including medical insurance.

Finance Costs

Finance cost refers to (i) interest expense on borrowings (term loan, working capital and cash credit); (ii) interest paid on income tax and others; (iii) interest expense on lease liability; and (iv) other borrowing costs.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses comprise (i) depreciation on property, plant and equipment; (ii) amortisation of other intangible assets; and (iii) depreciation on right to use assets.

Other Expenses

Other expenses include (i) rent; (ii) freight and cartage outwards; (iii) repair and maintenance (plant and machinery, buildings and others); (iv) travelling and conveyance expenses; (v) advertisement and marketing; (vi) rebate and discount; (vii) warranty; (viii) insurance; (ix) legal and professional charges; (x) bank charges; (xi) payment to auditors; (xii) rates and taxes; (xiii) bad debts written off; (xiv) loss allowance on receivables; (xv) donation; (xvi) payment towards CSR activities; and (xvii) miscellaneous expenses.

NON-GAAP MEASURES

Earnings before Interest, Taxes, Depreciation and Amortization Expenses (“EBITDA”)/ EBITDA Margin/ PAT Margin / Return on Equity / Return on Capital Employed / Debt to Equity Ratio

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 and liquidity. 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 disclosed in the financial statements 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.

EBITDA / EBITDA Margin / PAT Margin / Return on Equity / Return on Capital Employed / Debt to Equity Ratio (“Non-GAAP Measures”) presented in this Draft Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, EBITDA is not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance.

Reconciliation from Restated Profit for the year/period to EBITDA and EBITDA Margin

The table below reconciles restated profit before tax and exceptional item for the year/period to EBITDA. EBITDA is calculated as the sum of profit before tax, depreciation and amortization expenses and finance costs after deducting other income, while EBITDA Margin is calculated as EBITDA of the Company divided by the Revenue from Operations.

Reconciliation from Restated Profit for the Year/ Period to Profit After Tax Margin

The table below reconciles restated profit for the year / period to profit after tax margin which is calculated as restated profit after tax divided by revenue from operations. The table below provides reconciliation of profit after tax margin to revenue from operations.

Reconciliation of Return on Equity Ratio

Return on Equity (ROE) ratio is calculated as PAT divided by shareholders equity.

*on an unannualized basis

Reconciliation of Return on Capital Employed

Return on Capital employed (ROCE) ratio is calculated as EBIT divided by the total capital employed for the year, whereas EBIT equals to (EBITDA minus Depreciation).

* on an unannualized basis

Note: Capital Employed = Total equity (excluding non-controlling interest) add total non-current liability.

Reconciliation from Debt to Equity

The table below reconciles debt to Equity. Debt/ Equity Ratio is calculated as total debt is divided by shareholders equity (excluding non-controlling interest).

RESULTS OF OPERATIONS

The following table sets forth certain information with respect to our results of operations for the six months ended September 30, 2024 and for Fiscal 2024, 2023 and 2022:

SIX MONTHS PERIOD ENDED SEPTEMBER 30, 2024

Income

Total income in the six months period ended September 30, 2024 was Rs 7,240.88 million, which comprised revenue from operations and other income.

Revenue from Operations

Revenue from operations in the six months period ended September 30, 2024 was Rs 7,217.35 million, which primarily comprised revenue from sales of our solar products amounting to Rs 7,160.10 million and rendering of services amounting to Rs 48.35 million, and other operating revenue amounting to Rs 8.90 million.

Other Income

Other income in the six months period ended September 30, 2024 was Rs 23.53 million, which primarily comprised interest income on bank deposits amounting to Rs 2.09 million, unwinding income on security deposit (net) amounting Rs 0.16 million, sundry balances write back amounting to Rs 8.62 million and foreign exchange gain amounting to Rs 12.66 million.

Expenses

Total expenses in the six months period ended September 30, 2024 was Rs 6,230.86 million.

Cost of material consumed

Cost of material consumed in the six months period ended September 30, 2024 was Rs 5,371.78 million. The opening stock of raw materials amounted to Rs 943.19 million, purchases amounted to Rs 6,161.21 million and closing stock of raw materials amounted to Rs (1,732.62 million).

Changes in inventories offinished goods and semi-finished goods

Changes in inventories of finished goods and semi-finished goods in the six months period ended September 30, 2024 was Rs (252.74) million.

Other Operating Expenses

Other operating expenses in the six months period ended September 30, 2024 was Rs 231.77 million, which primarily comprised contract labour charges amounting to Rs 96.81 million, job work charges amounting to Rs 31.23 million, power and fuel expenses amounting to Rs 64.80 million and expenses on consumption of stores and spare parts amounting to Rs 38.93 million.

Employee Benefits Expense

Employee benefits expense in the six months period ended September 30, 2024 was Rs 326.20 million, which primarily comprised salaries, wages and bonus amounting to Rs 297.91 million, contribution to provident funds amounting to Rs 3.72 million, gratuity expenses amounting to Rs 5.21 million, share based payments amounting to Rs 3.95 million and staff welfare expenses amounting to Rs 15.41 million.

Finance Costs

Finance costs in the six months period ended September 30, 2024 was Rs 100.63 million.

Other Expenses

Other expenses in the six months period ended September 30, 2024 was Rs 373.85 million on account of:

• Rent costs amounting to Rs 4.13 million, primarily on account of rent and godown expenses;

• Freight & cartage outwards expenses amounting to Rs 104.64 million, primarily on account of freight charges paid on supply of our products to distributors and dealers;

• Repair and maintenance expenses amounting to Rs 13.26 million, primarily on account of repair on machinery;

• Travelling and conveyance expenses amounting to Rs 47.65 million, primarily on account of conveyance and reimbursement expenses, including conveyance paid to on-field service and sales team;

• Advertisement and marketing expenses amounting to Rs 114.95 million, primarily on account of advertising and marketing expenses, including participation in exhibitions;

• Warranty expenses amounting to Rs 14.32 million;

• Insurance expenses amounting to Rs 12.14 million, primarily on account of keymen insurance and medical insurance, among others;

• Legal and professional charges amounting to Rs 13.72 million;

• Payment to auditors to expenses amounting to Rs 4 million, primarily on account of audit fees, certification fees and others;

• Rates and taxes amounting to Rs 1.52 million, primarily on account of factory licence fee;

• Loss allowance on receivables to expenses amounting to Rs 5.42 million;

• Payment towards CSR activities amounting to Rs 3.78 million; and

• Miscellaneous expenses amounting to Rs 34.27 million.

Restated Profit before Tax

Restated profit before tax for the six months period ended September 30, 2024 was Rs 1,010.02 million.

Tax Expense

Current tax expense in the six months period ended September 30, 2024 was Rs 234.46 million. Deferred tax in the six months period ended September 30, 2024 was Rs 24.66 million. Total tax expense in the six months period ended September 30, 2024 was Rs 259.12 million.

Restated Profit for the Period

For the various reasons discussed above, we recorded a restated profit of Rs 750.90 million in the six months period ended September 30, 2024.

Restated total comprehensive income for the period

Restated total comprehensive income for the six months period ended September 30, 2024 was Rs 750.38 million. Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA for the six months period ended September 30, 2024 was Rs 1,166.49 million, while EBITDA margin (EBITDA as a percentage of our revenue from operation) was 16.16% for the six months period ended September 30, 2024.

FISCAL 2024 COMPARED TO FISCAL 2023

Total Income

Total income increased by 39.36 % from Rs 6,653.27 million for Fiscal 2023 to Rs 9,271.78 million for Fiscal 2024, primarily due to an increase in revenue from operations and other income.

Revenue from Operations

Revenue from operations increased by 39.24% from Rs 6,640.83 million for Fiscal 2023 to Rs 9,246.88 million for Fiscal 2024, primarily due to an increase in sale of our solar products and rendering of services.

Sale of products (which includes domestic and export sales) increased from Rs 6,561.12 million in Fiscal 2023 to Rs 9,177.76 million in Fiscal 2024 on account of an increase in sale of our solar products, including solar panels, solar inverters and batteries.

Rendering of services decreased from Rs 66.13 million in Fiscal 2023 to Rs 54.71 million in Fiscal 2024 on account of a decrease in franchise fees.

Other operating revenue increased by 6.11 % to Rs 14.41 million in Fiscal 2024 from Rs 13.58 million in Fiscal 2023 on account of an increase in other operating revenue from sale of scrap from Rs 1.56 million in Fiscal 2023 to Rs 6.44 million in Fiscal 2024. This was offset by a decrease in export incentives from Rs 12.02 million in Fiscal 2023 to Rs 7.97 million in Fiscal 2024.

Other Income

Other income increased significantly by 101.77 % from Rs 12.44 million in Fiscal 2023 to Rs 25.10 million in Fiscal 2024, primarily due to an increase in interest income on bank deposits from Rs 3.28 million in Fiscal 2023 to Rs 4.56 million in Fiscal 2024 on account of interest on fixed deposit receipts, gain on foreign exchange from Rs 6.35 million in Fiscal 2023 to Rs 19.90 million in Fiscal 2024 on account of exchange gain, and unwinding income on security deposit (net) from Rs 0.01 million in Fiscal 2023 to Rs 0.04 million in Fiscal 2024.

This was partially offset by a decrease in sundry balances write back to Rs 0.60 million in Fiscal 2024 from Rs 2.80 million in Fiscal 2023.

Total Expenses

Total expenses increased by 36.40% from Rs 6,338.51 million in Fiscal 2023 to Rs 8,645.96 million in Fiscal 2024, primarily due to an increase in cost of material consumed, other operating expenses, employee benefits expense, finance costs, depreciation and amortization expense, and other expenses.

Cost of Material Consumed

Cost of material consumed increased by 39.55% from Rs 4,998.21 million in Fiscal 2023 to Rs 6,975.10 million in Fiscal 2024, primarily due to increase in revenue from operations from Rs 6,640.83 million for Fiscal 2023 to Rs 9,246.88 million for Fiscal 2024 which resulted in a consequent increase in cost of material consumed.

Other Operating Expenses

Other operating expenses increased significantly by 99.11% from Rs 159.39 million in Fiscal 2023 to Rs 317.36 million in Fiscal 2024, primarily due to an increase in contract labour charges from Rs 78.25 million in Fiscal 2023 to Rs 138.87 million in Fiscal 2024 on account of increase in contractor labour expenses due to increase in manpower, expenses towards power and fuel from Rs 19.17 million in Fiscal 2023 to Rs 82.22 million in Fiscal 2024 on account of increase in electricity charges, and consumption of stores and spare parts from Rs 8.89 million in Fiscal 2023 to Rs 48.48 million in Fiscal 2024 on account of packing and consumable expenses.

This was partially offset by a decrease in job work charges from Rs53.08 million in Fiscal 2023 to Rs 47.79 million in Fiscal 2024 on account of decrease in services charges.

Employee Benefits Expense

Employee benefits expense increased by 16.18% from Rs 435.66 million in Fiscal 2023 to Rs 506.16 million in Fiscal 2024, primarily due to an increase in salaries, wages and bonus from Rs 401.67 million in Fiscal 2023 to Rs 455.20 million in Fiscal 2024 on account of hiring additional employees in sales and marketing and manpower used in manufacturing operations, gratuity expenses from Rs 7.27 million in Fiscal 2023 to Rs 9.15 million in Fiscal 2024, share based payment from nil in Fiscal 2023 to Rs 11.58 million in Fiscal 2024, and staff welfare expenses from Rs 19.57 million in Fiscal 2023 to Rs 23.96 million in Fiscal 2024.

This was partially offset by a decrease in contribution to provident funds from Rs 7.15 million in Fiscal 2023 to Rs 6.27 million in Fiscal 2024 on account of decrease in employee provident fund expenses.

Finance Costs

Finance costs increased by 66.84% from Rs 154.26 million in Fiscal 2023 to Rs 257.37 million in Fiscal 2024, primarily due to an increase in interest expense on borrowings (including term loan, working capital and cash credit) from Rs 114.60 million in Fiscal 2023 to Rs 195.65 million in Fiscal 2024 on account of increase in interest on term loan and working capital, interest paid on income tax and others from Rs 2.01 million in Fiscal 2023 to Rs 5.02 million in Fiscal 2024 on account of increase in interest on income tax, interest expense on lease liability from Rs 3.36 million in Fiscal 2023 to Rs 3.51 million in Fiscal 2024 on account of increase in interest on lease liabilities, and other borrowing costs from Rs 34.29 million in Fiscal 2023 to Rs 53.19 million in Fiscal 2024 on account of increase in interest on vendor finance.

Depreciation and Amortization Expenses

Depreciation and amortisation expenses increased significantly by 115.59% from Rs 59.41 million in Fiscal 2023 to Rs 128.08 million in Fiscal 2024, primarily due to an increase in depreciation on property, plant and equipment

from Rs 53.42 million in Fiscal 2023 to Rs 120.11 million in Fiscal 2024 on account of purchase of machinery, amortisation of other intangible assets from Rs 0.51 million in Fiscal 2023 to Rs 1.77 million in Fiscal 2024 on account of purchase of software, and depreciation on right to use assets from Rs 5.48 million in Fiscal 2023 to Rs 6.20 million in Fiscal 2024 on account of right of use assets.

Other Expenses

Other expenses increased by 13.40% from Rs 510.87 million in Fiscal 2023 to Rs 579.32 million in Fiscal 2024, on account of increase in:

• freight and cartage outward expenses from Rs 95.88 million in Fiscal 2023 to Rs 171.23 million in Fiscal 2024, primarily on account of freight outward due to increase in sales of solar products; and

• Loss allowance on receivable from Rs 2.94 million in Fiscal 2023 to Rs 65.44 million in Fiscal 2024, primarily on account of delay in payment by customers;

Restated Profit Before Tax

For the reasons discussed above, restated profit before tax increased significantly by 98.89% from Rs 314.76 million in Fiscal 2023 to Rs 626.02 million in Fiscal 2024.

Total Tax Expenses

Current tax increased significantly by 336.61% from Rs 23 million in Fiscal 2023 to Rs 100.42 million in Fiscal 2024 on account of current tax expenses. Deferred tax was Rs 46.37 million in Fiscal 2023 compared to Rs 73.00 million in Fiscal 2024. As a result, total tax expense increased significantly by 143.31% from Rs 71.10 million in Fiscal 2023 to Rs 172.99 million in Fiscal 2024.

Restated Profit for the Year

For the various reasons discussed above, restated profit for the year increased significantly by 85.93% from Rs 243.66 million in Fiscal 2023 to Rs 453.03 million in Fiscal 2024.

Restated total comprehensive income for the year

Restated total other comprehensive income increased significantly by 81.55% from Rs 249.51 million in Fiscal 2023 to Rs 452.99 million in Fiscal 2024.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA increased significantly by 91.16% from Rs 515.99 million in Fiscal 2023 to Rs 986.37 million in Fiscal 2024, while EBITDA margin (EBITDA as a percentage of our revenue from operation) increased from 7.77% in Fiscal 2023 to 10.67% in Fiscal 2024.

FISCAL 2023 COMPARED TO FISCAL 2022

Total Income

Total income increased by 30.94% from Rs 5,081.26 million for Fiscal 2022 to Rs 6,653.27 million for Fiscal 2023, primarily due to an increase in revenue from operations and other income.

Revenue from Operations

Revenue from operations increased by 31.02% from Rs 5,068.38 million for Fiscal 2022 to Rs 6,640.83 million for Fiscal 2023, primarily due to an increase in sale of our products, addition of manufacturing capabilities, increase in market reach and retail network by adding new distributors and exclusive Shoppe franchisees, and venturing into manufacturing of new products.

Sale of products (which includes domestic and export sales) increased from Rs 4,978.77 million in Fiscal 2022 to Rs 6,561.12 million in Fiscal 2023 on account of an increase in sale of our products in the solar power generations systems category, including solar panels, solar inverters and batteries.

Rendering of services decreased from Rs 87.59 million in Fiscal 2022 to Rs 66.13 million in Fiscal 2023 on account of a decrease in franchise fees.

Other operating revenue increased significantly by 572.28% to Rs 13.58 million in Fiscal 2023 from Rs 2.02 million in Fiscal 2022 on account of an increase in export incentives from Rs 2.02 million in Fiscal 2022 to Rs 12.02 million in Fiscal 2023, and other operating revenue from sale of scrap from nil in Fiscal 2022 to Rs 1.56 million in Fiscal 2023.

Other Income

Other income decreased by 3.42% from Rs 12.88 million in Fiscal 2022 to Rs 12.44 million in Fiscal 2023, primarily due to a decrease in interest income on bank deposits from Rs 5.30 million in Fiscal 2022 to Rs 3.28 million in Fiscal 2023 on account of decrease in interest on fixed deposit receipts, and sundry balances write back from Rs 3.49 million in Fiscal 2022 to Rs 2.80 million in Fiscal 2023 on account of apprenticeship incentive.

This was partially offset by an increase in gain on foreign exchange to Rs 6.35 million in Fiscal 2023 from Rs 4.09 million in Fiscal 2022 on account of foreign exchange gain, and unwinding income on security deposit (net) to Rs 0.01 million in Fiscal 2023 from Nil in Fiscal 2022.

Total Expenses

Total expenses increased by 35.27% from Rs 4,685.74 million in Fiscal 2022 to Rs 6,338.51 million in Fiscal 2023, primarily due to an increase in cost of material consumed, other operating expenses, employee benefits expense, finance costs, depreciation and amortization expense, and other expenses.

Cost of Material Consumed

Cost of material consumed increased by 17.40% from Rs 4,257.58 million in Fiscal 2022 to Rs 4,998.21 million in Fiscal 2023, primarily due to increase in revenue from operations from Rs 5,068.38 million for Fiscal 2022 to Rs 6,640.83 million for Fiscal 2023 which resulted in a consequent increase in cost of material consumed.

Other Operating Expenses

Other operating expenses increased significantly by 80.29% from Rs 88.41 million in Fiscal 2022 to Rs 159.39 million in Fiscal 2023, primarily due to an increase in contract labour charges from Rs 31.32 million in Fiscal 2022 to Rs 78.25 million in Fiscal 2023 on account of increase in labour expenses, job work charges from Rs 38.30 million in Fiscal 2022 to Rs53.08 million in Fiscal 2023 on account of increase in services charges, and expenses towards power and fuel from Rs 5.43 million in Fiscal 2022 to Rs 19.17 million in Fiscal 2023 on account of increase in electricity expenses.

This was partially offset by a decrease in consumption of stores and spare parts from Rs 13.36 million in Fiscal 2022 to Rs 8.89 million in Fiscal 2023 on account of decrease in consumable expenses.

Employee Benefits Expense

Employee benefits expense increased by 32.75% from Rs 328.18 million in Fiscal 2022 to Rs 435.66 million in Fiscal 2023, primarily due to an increase in salaries, wages and bonus from Rs 306.47 million in Fiscal 2022 to Rs 401.67 million in Fiscal 2023 on account of increase in salaries and bonus due to increase in manpower, contribution to provident funds from Rs 4.62 million in Fiscal 2022 to Rs 7.15 million in Fiscal 2023 on account of increase in employee provident fund expenses, gratuity expenses from Rs 5.65 million in Fiscal 2022 to Rs 7.27 million in Fiscal 2023, and staff welfare expenses from Rs 11.44 million in Fiscal 2022 to Rs 19.57 million in Fiscal 2023.

Finance Costs

Finance costs increased significantly by 231.81% from Rs 46.49 million in Fiscal 2022 to Rs 154.26 million in Fiscal 2023, primarily due to an increase in interest expense on borrowings (including term loan, working capital and cash credit) from Rs 32.96 million in Fiscal 2022 to Rs 114.60 million in Fiscal 2023 on account of increase in interest on working capital, interest paid on income tax and others from nil in Fiscal 2022 to Rs 2.01 million in Fiscal 2023, interest expense on lease liability from nil in Fiscal 2022 to Rs 3.36 million in Fiscal 2023, and other borrowing costs from Rs 13.53 million in Fiscal 2022 to Rs 34.29 million in Fiscal 2023 on account of interest on vendor finance.

Depreciation and Amortization Expenses

Depreciation and amortisation expenses increased by 335.24% from Rs 13.65 million in Fiscal 2022 to Rs 59.41 million in Fiscal 2023, primarily due to an increase in depreciation of plant and machinery from Rs 5.54 million in Fiscal 2022 to Rs 40.91 million in Fiscal 2023 due to capitalization of plant and machinery.

This was due to an increase in depreciation on property, plant and equipment from Rs 11.34 million in Fiscal 2022 to Rs 53.42 million in Fiscal 2023 on account of purchase of plant and machinery and increase in depreciation on right to use assets from Rs 2.17 million in Fiscal 2022 to Rs 5.48 million in Fiscal 2023.

Other Expenses

Other expenses increased by 8.40% from Rs 471.27 million in Fiscal 2022 to Rs 510.87 million in Fiscal 2023, on account of increase in:

• Advertising and Marketing expenses from Rs 130.27 million in Fiscal 2022 to Rs 171.28 million in Fiscal 2023, primarily on account of advertising expenses on digital media, digital ads, in-store branding (for example at authorized distributors and reseller outlets), social media, email campaigns, radio, in-app advertisements, and participation in expos, among others; and

• Travelling and conveyance expenses from Rs 100.27 million in Fiscal 2022 to Rs 133.26 million in Fiscal 2023, primarily on account of travelling expenses due to increase in market presence and areas we serve.

Restated Profit Before Tax

For the reasons discussed above, restated profit before tax decreased by 20.42% from Rs 395.52 million in Fiscal 2022 to Rs 314.76 million in Fiscal 2023.

Total Tax Expenses

Current tax decreased significantly by 79.09% from Rs 110.00 million in Fiscal 2022 to Rs 23 million in Fiscal 2023 on account of income tax provisions. Deferred tax was Rs 2.56 million in Fiscal 2022 compared to Rs 46.37 million in Fiscal 2023. As a result, total tax expense decreased by 35.42% from Rs 110.09 million in Fiscal 2022 to Rs 71.10 million in Fiscal 2023.

Restated Profit for the Year

For the various reasons discussed above, restated profit for the year decreased by 14.63% from Rs 285.43 million in Fiscal 2022 to Rs 243.66 million in Fiscal 2023.

Restated total comprehensive income for the year

Restated total other comprehensive income decreased by 10.95% from Rs 280.18 million in Fiscal 2022 to Rs 249.51 million in Fiscal 2023.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA increased by 16.54% from Rs 442.78 million in Fiscal 2022 to Rs 515.99 million in Fiscal 2023, while EBITDA margin (EBITDA as a percentage of our revenue from operations) decreased from 8.74% in Fiscal 2022 to 7.77% in Fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through equity issuance, debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short-term working capital requirements.

CASH FLOWS

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

Operating Activities

Six months period ended September 30, 2024

For the six months period ended September 30, 2024, net cash inflow from operating activities was Rs 762.04 million. Adjustments primarily included depreciation and amortisation expenses of Rs 79.37 million, finance costs of Rs 98.40 million, interest expense on lease liability of Rs 2.23 million, interest income on bank deposits of Rs (2.09) million, loss allowances on receivables of Rs 5.42 million, share based payment of Rs 3.95 million, and unwinding income on security deposit (net) of Rs (0.16) million.

Operating profit before working capital changes was Rs 1,197.14 million. The main working capital adjustments included decrease in trade receivables of Rs 68.07 million, increase in inventories of Rs 966.95 million, increase in other assets of Rs 184.95 million, increase in other financial assets of Rs 7.65 million, increase in trade payables of Rs 660.60 million, increase in provisions of Rs 13.45 million, decrease in other liabilities of Rs 58.76 million, and increase in other financial liabilities of Rs 92.80 million. Cash generated from operations was Rs 813.75 million for the six months period ended September 30, 2024. Income taxes paid (net) was Rs 51.71 million for the six months period ended September 30, 2024.

Fiscal 2024

For Fiscal 2024, net cash inflow from operating activities was Rs 854.59 million. Adjustments primarily included depreciation and amortisation expenses of Rs 128.08 million, finance costs of Rs 253.86 million, interest expense on lease liability of Rs 3.51 million, interest income on bank deposits of Rs (4.56) million, loss allowances on receivables of Rs 65.44 million, share based payment of Rs 11.58 million, and unwinding income on security deposit (net) of Rs (0.04) million.

Operating profit before working capital changes was Rs 1,083.89 million. The main working capital adjustments included increase in trade receivables of Rs 426.88 million, increase in inventories of Rs 449.51 million, decrease in other assets of Rs 204.28 million, decrease in other financial assets of Rs 29.83 million, increase in trade payables of Rs 436.94 million, increase in provisions of Rs 8.59 million, increase in other liabilities of Rs 19.34 million, and increase in other financial liabilities of Rs 22.90 million. Cash generated from operations was Rs 929.38 million for Fiscal 2024. Income taxes paid (net) was Rs 74.79 million for Fiscal 2024.

Fiscal 2023

For Fiscal 2023, net cash inflow from operating activities was Rs 778.81 million. Adjustments primarily included depreciation and amortisation expenses of Rs 59.41 million, finance costs of Rs 150.90 million, interest expense on lease liability of Rs 3.36 million, interest income on bank deposits of Rs (3.28) million, loss allowances on receivables of Rs 2.94 million, share based payment of Nil, and unwinding income on security deposit (net) of Rs (0.01) million.

Operating profit before working capital changes was Rs 528.08 million. The main working capital adjustments included decrease in trade receivables of Rs 106.44 million, increase in inventories of Rs 91.24 million, decrease in other assets of Rs 10.68 million, decrease in other financial assets of Rs 2.34 million, increase in trade payables of Rs 256.30 million, increase in provisions of Rs 8.80 million, decrease in other liabilities of Rs 23.98 million, and increase in other financial liabilities of Rs 12.76 million. Cash generated from operations was Rs 810.18 million for Fiscal 2023. Income taxes paid (net) was Rs 31.37 million for Fiscal 2023.

Fiscal 2022

For Fiscal 2022, net cash used in operating activities was (Rs 584.64) million. Adjustments primarily included depreciation and amortisation expenses of Rs 13.65 million, finance costs of Rs 46.49 million, interest expense on lease liability of nil, interest income on bank deposits of Rs (5.30) million, loss allowances on receivables of 4.71 million, share based payment of nil, and unwinding income on security deposit (net) of nil.

Operating profit before working capital changes was Rs 455.07 million. The main working capital adjustments included decrease in trade receivables of Rs 50.75 million, increase in inventories of Rs 1,054.77 million, increase in other assets of Rs 277.40 million, decrease in other financial assets of Rs 131.71 million, increase in trade payables of Rs 84.81 million, increase in provisions of Rs 10.81 million, increase in other liabilities of Rs 139.11 million, and increase in other financial liabilities of Rs 22.54 million. Cash used in operations was Rs (437.37) million for Fiscal 2022. Income taxes paid (net) was Rs 147.27 million for Fiscal 2022.

Investing Activities

Six months period ended September 30, 2024

Net cash used in investing activities was (Rs 159.94) million for the six months period ended September 30, 2024, primarily on account of purchase of property, plant and equipment (including capital work in progress and capital advances) of (Rs 181.68) million, purchase of other intangible assets of (Rs 9.60) million, which was offset by proceeds from sale of property, plant and equipment and investment property of Rs 15.50 million, interest received of Rs 2.24 million, and net realisation from fixed deposits of Rs 13.60 million.

Fiscal 2024

Net cash used in investing activities was (Rs 445.92) million for Fiscal 2024, primarily on account of purchase of property, plant and equipment (including capital work in progress and capital advances) of (Rs 471.05) million, purchase of other intangible assets of (Rs 12.92) million, purchase of investment property of nil, which was offset by proceeds from sale of property, plant and equipment and investment property of Rs 5.05 million, interest received of Rs 4.13 million, and net realisation from fixed deposits of Rs 28.87 million.

Fiscal 2023

Net cash used in investing activities was (Rs 1,323.05) million for Fiscal 2023, primarily on account of purchase of property, plant and equipment (including capital work in progress and capital advances) of (Rs 1371.47) million, purchase of other intangible assets of (Rs 4.89) million, purchase of investment property of (Rs 21.77) million, which was offset by sale proceeds of investment sale of Rs 0.05 million, proceeds from sale of property, plant and equipment and investment property of Rs 1.15 million, interest received of Rs 6.47 million, and net realisation from fixed deposits of Rs 67.41 million.

Fiscal 2022

Net cash used in investing activities was (Rs 457.16) million for Fiscal 2022, primarily on account of purchase of property, plant and equipment (including capital work in progress and capital advances) of (Rs 323.72) million, purchase of other intangible assets of (Rs 0.08) million, and investment in fixed deposits of (Rs 138.71) million, which was offset by sale proceeds of investment sale of Rs 0.05 million, and interest received of Rs 5.30 million.

Financing Activities

Six months period ended September 30, 2024

Net cash used in financing activities was (Rs 602.06) million for the six months period ended September 30, 2024, primarily attributable to repayment of borrowings of (Rs 496.26) million, payment of lease liabilities (including security deposit) of (Rs 5.51) million, and interest paid of (Rs 100.29) million.

Fiscal 2024

Net cash used in financing activities was (Rs 367.64) million for Fiscal 2024, primarily attributable to repayment of borrowings of (Rs 109.57) million, payment of lease liabilities (including security deposit) of (Rs 6.85) million, and interest paid of (Rs 251.22) million.

Fiscal 2023

Net cash inflow from financing activities was Rs 545.03 million for Fiscal 2023, primarily attributable to net proceeds from borrowings of Rs 697.20 million, payment of lease liabilities (including security deposit) of (Rs 6.82) million, and interest paid of (Rs 145.35) million.

Fiscal 2022

Net cash inflow from financing activities was Rs 1,039.86 million for Fiscal 2022, primarily attributable to net proceeds from borrowings is Rs 1,086.35 million, and interest paid of (Rs 46.49) million.

INDEBTEDNESS

As of February 15, 2025, we had total outstanding borrowings (consisting of long term borrowings, short term borrowings and current maturities of long term borrowings) of Rs 3,534.13 million. For further information on our indebtedness, please see the section titled “Financial Indebtedness” on page 364.

CONTINGENT LIABILITIES

The following table below sets forth the principal components of our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Liabilities and Contingent Assets, as of September 30, 2024:

CAPITAL AND OTHER COMMITMENTS

The table below sets forth our capital commitments disclosed as per Ind AS 16 as of September 30, 2024:

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table summarizes the maturity profile of our financial liabilities, as at September 30, 2024:

CAPITAL EXPENDITURES

For six months period ended September 30, 2024, and Fiscals 2024, 2023 and 2022 and our capital expenditure towards property plant and equipment, intangible assets and capital work in progress during the year/period were Rs 97.20 million, Rs 501.92 million, Rs 1,382.92 million and Rs 304.44 million, respectively, as per the table below:

The following table sets forth our property, plant and equipment, intangible assets and capital work in progress as at the year/period indicated:

RELATED PARTY TRANSACTIONS

We have entered into transactions with certain related parties, including certain Directors, relatives of Directors, Key Managerial Personnel of our Company, enterprises owned or influenced by such key managerial personnel, enterprises owned or significantly influenced by key managerial personnel with whom there were transactions/balance during the year. In particular, we have entered into various transactions with such parties in relation to, amongst others, remuneration, rent, sale and purchase of goods and services, purchase of intangible assets and purchase of property, plant and equipment.

For further information on our related party transactions, please see the section titled “ Summary of the Offer Document - Related party transactions and “Related party transactions” on pages 26 and 362, respectively.

AUDITORS OBSERVATIONS

Our Statutory Auditors have included certain observations in their auditors report on our audited financial statements for Fiscal 2024 and Fiscal 2022, and the annexure to the auditors reports as required under section 143 of the Companies Act and the Companies (Auditors Report) Order, 2020 (“CARO 2020 Order"), in respect of our Company in the manner set forth hereunder:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Companys activities expose us to a variety of financial risks: market risk, credit risk and liquidity risk. Our Companys overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of our Company.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including borrowings.

Foreign Exchange risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. Our Companys exposure to the risk of changes in foreign exchange rates relates primarily to the trade receivables and trade payables. Our Company evaluates exchange rate exposure arising from foreign currency transactions.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our Companys exposure to the risk of changes in market interest rates relates primarily to our Companys borrowing with floating interest rates. For all long-term and short-term borrowings with floating rates, the risk of variation in the interest rates is mitigated through liasoning and negotiation with the lenders. Our Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.

Credit risk

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Our Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. Our Company has no significant concentration of credit risk with any counterparty.

Trade receivables

Trade receivables are consisting of a large number of customers. Our Company has a credit evaluation policy for each customer and based on the evaluation credit limit of each customer is defined.

As per simplified approach, our Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Cash and cash equivalents and deposits with banks

Credit risk on cash and cash equivalents and deposit with banks is generally low.

Liquidity risk

Liquidity risk is defined as the risk that our Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. Our Companys treasury team is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors our Companys liquidity position through rolling forecasts on the basis of expected cash flows.

For further information, please see section titled “Restated Financial Information - Note 40: Financial Risk Management Objectives” on page 351.

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

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in “ - Significant Factors Affecting our Results of Operations and Financial Condition ” and the uncertainties described in “Risk Factors on pages 371 and 30, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “— Significant Factors Affecting our Results of Operations and Financial Condition and the uncertainties described in “Risk Factors” on pages 371 and 30, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in “Risk Factors", “Our Business” on pages 30 and 221, and this section respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

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.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See “Our Business”, “Industry Overview and “Risk Factors” on pages 221, 153 and 30, respectively, for further details on competitive conditions that we face across our various business segments.

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 and six months period ended September 30, 2024 are as described in “— Six months period ended September 30, 2024”, “— Fiscal 2024 compared to Fiscal 2023” and “— Fiscal 2023 compared to Fiscal 2022” above on pages 390, 391 and 393, respectively.

SEGMENT REPORTING

For details in relation to our segment information, please see section titled “Restated Financial Information - Note 37 - Segment Information” on page 346.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

There is no significant dependence on a single or few customers.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality. For further information, see “Risk Factors - While our business is not seasonal, however, our business prospects andfuture financial performance depend on the demand for solar power products. Any decrease in demand for such products could adversely affect our business, results of operations and cash flows", “Industry Overview” and "Our Business" on pages 66, 153 and 221, respectively.

SIGNIFICANT DEVELOPMENTS AFTER SEPTEMBER 30, 2024 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below, to our knowledge no circumstances have arisen since September 30, 2024, that could materially and adversely affect or are likely to affect, our operations, trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months:

1. Pursuant to a resolution passed by the Board dated November 27, 2024 and a special resolution passed by the Shareholders dated November 28, 2024 the erstwhile equity shares of face value Rs 10 each of our Company were sub-divided into Equity Shares of face value of Rs 1 each. Consequently, the issued and subscribed Equity Share capital of our Company, comprising 24,574,643 Equity Shares of face value Rs 10 each, was sub-divided into 245,746,430 Equity Shares of face value Rs 1 each.

2. Pursuant to a resolution passed by our Board dated November 27, 2024, and a special resolution passed by the Shareholders dated November 28, 2024, our Company has issued bonus shares in the ratio 1:4 and allotted 34,348,715 bonus shares of face value Rs 1 each to the existing shareholders, excluding Pawan Kumar Garg.