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Solarworld Energy Solutions Ltd Management Discussions

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Oct 10, 2025|12:00:00 AM

Solarworld Energy Solutions Ltd Share Price Management Discussions

The following discussion and analysis of our financial condition and results of operations is intended to convey managements perspective on our financial condition and results of operations for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. This discussion and analysis is based on, and should be read in conjunction with, our Restated Consolidated Financial Information (including the schedules, notes and material accounting policies thereto) included in the section titled "Restated Consolidated Financial Information" on page 263.

Our Restated Consolidated Financial Information have been derived from our audited consolidated financial statements for the Fiscals 2025, 2024, and 2023 and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance. Our financial statements are prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015, and read with Section 133 of the Companies Act, 2013 to the extent applicable. Ind AS differs in certain material respects from IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Accordingly, the degree to which the financial statements prepared in accordance with Ind AS included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with Ind AS accounting policies. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial information included in this Red Herring Prospectus, nor do we provide a reconciliation of our financial information to IFRS or U.S. GAAP. Any reliance by persons not familiar with Ind AS accounting policies on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited. Please also see "Risk Factors Significant differences exist between Ind AS ("Indian Accounting Standards") and other accounting principles, such as U.S. GAAP ("Generally Accepted Accounting Principles in the United States of America") and IFRS ("International Financial Reporting Standards"), which investors may be more familiar with and may consider material to their assessment of our financial condition" on page 63.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted.

Some of the information contained in this section, including information with respect to our strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section titled "Forward-Looking Statements" on page 16 for a discussion of the risks and uncertainties related to those statements and also the section titled "Risk Factors" and "Our

Business" on pages 30 and 185, respectively, for a discussion of certain factors that may affect our business, results of operations and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these forward-looking statements.

Unless otherwise indicated, industry and market data used in this section has been derived from the CRISIL Report prepared and released by CRISIL Limited and commissioned and paid for by us in connection with the Offer, pursuant to an engagement letter dated June 20, 2024 read with August 22, 2025. The CRISIL Report is available on the website of our Company at https://worldsolar.in/investors/industry-reports/. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year, refers to such information for the relevant financial year. For further details and risks in relation to commissioned reports, see "Risk Factors

Certain sections of this Red Herring Prospectus contain information from the CRISIL Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks" on page 62. Also, see "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation

Industry and market data" on page 13.

Unless otherwise stated, a reference to "the Company", or "our Company" in this section is a reference to Solarworld Energy Solutions Limited on a standalone basis, while any reference to "we", "us" and "our" in this section refers to Solarworld

Energy Solutions Limited, its Subsidiaries, Joint Ventures and Associate on a consolidated basis.

Overview

We are engaged in providing solar energy solutions, specialising in engineering, procurement and construction ("EPC") services for solar power projects. We commenced our operations in 2013, offering comprehensive, end to end and cost-effective solutions for the installation of solar power projects tailored to our customers needs, which comprise public sector undertakings

("PSUs") and commercial and industrial clients ("C&I Clients"). Our business operations are supported by our strong execution capabilities, which is demonstrated by the projects which have achieved their commercial operation date

("Completed Projects") and our projects for which we have received orders or are currently under execution ("Ongoing Projects"). As on July 31, 2025, we have Completed Projects with a total capacity of 253.67 megawatts ("MW") AC/ 336.17 MW DC, and Ongoing Projects with a capacity of 765 MW AC / 994 MW DC for EPC and 325 MW/650 MWh for BESS.

Our solutions are designed to strengthen our customers sustainable energy infrastructure, supporting their decarbonization efforts and driving energy efficiency improvements. We offer these solutions through two distinct models namely the capital expenditure ("CAPEX") model and the renewable energy service company ("RESCO") model.

Under the CAPEX model, we provide end-to-end solutions by designing, installing, setting up and commissioning the solar power projects on a turn-key basis for our customers, while the ownership of the solar power projects vests with the customer itself. The scope of our services ranges from the evaluation of land, designing of the project, procurement of raw material and components, installation of equipment, setup of the transmission infrastructure and the maintenance/operation of the project for the contracted period.

Under the RESCO model, the power purchaser is not required to make any capital investment for the solar power project, allowing them to reduce their carbon footprint without upfront expenditure. The investment under this model includes land acquisition, equipment procurement and installation, and obtaining necessary regulatory and statutory approvals from local authorities. We install, own and operate the solar power projects, with our customers purchasing the generated power at fixed tariffs agreed upon through long-term power purchase agreements ("PPAs").

Under the CAPEX and RESCO models, we also provide operations and maintenance ("O&M") services depending on the requirements of our customers. These services are designed to provide forward-integrated, full life-cycle support, ensuring the long-term performance and reliability of solar power. A majority of our EPC projects (approximately 95% as on March 31, 2025) have our bundled O&M services for a period ranging from two to five years. For further details, refer to "Our Business

Our Business Operations O&M" on page 199.

Under both the CAPEX and RESCO models, solar power projects are broadly categorized into ground-mounted projects and rooftop projects, catering to different customer needs and site conditions. For further details about our service offerings and our operations, please see "Our Business - Our Business Operations" on page 198.

Particulars Financial year ended March 31, 2025 Financial year ended March 31, 2024 Financial year ended March 31, 2023
Amount ( in million) Percentage of total revenue from operations (%) Amount ( in million) Percentage of total revenue from operations (%) Amount ( in million) Percentage of total revenue from operations (%)
Revenue from CAPEX model 4,779.33 87.73 4,960.18 99.00 2,298.36 98.87
Revenue from RESCO model* 6.51 0.12 7.74 0.15 9.03 0.39

* Our RESCO Projects are in our Joint Venture "Kehan Solarworld Private Limited". In accordance with the Ind AS requirements, revenue generated from the joint venture are not consolidated on a line-by-line basis in the restated consolidated financial statements of our Company. The profit / loss from joint venture is consolidated at profit before tax level. Further, it may be noted that these projects were initially setup by Solarworld Energy Solutions Limited. Subsequent to the commissioning, these projects were transferred to the Joint Venture ie Kehan Solarworld Private Limited.

Our Company has entered into an equity co-operation agreement with ZNSHINE PV-Tech Co. Limited, a Bloomberg NEF tier-1 supplier from China, dated May 14, 2024, ("Equity Co-operation Agreement") for the establishment of a solar panel manufacturing facility which has become operational with effect from July 21, 2025. Our Company will further contribute 10 million as equity, up to 1,500 million as quasi capital, in the form of debt, to be utilised as per the business needs of ZNSHINE PV-Tech Co. Limited. Our initiative aims to incorporate backward integration into our services utilizing in-house components. For further details, see "Our Business - Strategies - Invest in our manufacturing capabilities for solar modules, BESS and solar PV TopCon cell" and "History and Certain Corporate Matters- Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" on pages 196 and 223, respectively.

We have a track record of delivering successful projects for both PSUs and C&I Clients. Our customer mix includes key customers such as SJVN Green Energy Limited, Haldiram Snacks Private Limited, Ethnic Food Manufacturing Private Limited and Samiksha Solarworld Private Limited. While the government projects are often awarded through a reverse bidding process, our Company has also cultivated a presence in the private sector solar power projects. For private sector solar power projects, we rely on our in-house marketing teams which actively engage with potential clients, tailoring our solar solutions to meet their specific energy requirements. Our proactive approach has enabled us to establish a strong connection with the clients thereby ensuring presence in the private sector.

We have successfully completed 46 ground mounted projects and rooftop installations since 2014, as on July 31, 2025. These projects demonstrate our established track record, expertise and commitment to renewable energy solutions in India. Set forth below are the brief details of our Ongoing Projects and Completed Projects, as on July 31, 2025:

Ongoing Projects

Name of Customer Project undertaken by Name of Project State Type of project O&M

Capacity

Year of Award Amount of Contract Value ( in million) Expected date of completion
1 SJVN Green Energy Limited Solarworld Energy Solutions Limited SGEL- Kutch Gujarat Ground Mounted / CAPEX Included 260.00 MW AC / 370.00 MW DC 2024 3,761.10 June 30, 2026
2 SJVN Green Energy Limited Solarworld Energy Solutions Limited SGEL- Kutch Gujarat Ground Mounted / CAPEX Included 100.00 MW AC / 142.00 MW DC 2024 1,084.30 June 30, 2026
3 SJVN Green Energy Limited Solarworld Energy Solutions Limited SGEL- Sonitpur Assam Ground Mounted / CAPEX Included 50.00 MW AC / 68.00 MW DC 2024 2,914.40 March 31, 2026
4 Ortusun Renewable Power Private Limited* Solarworld Energy Solutions Limited Ortusun- Deoli Maharashtr a Ground Mounted / RESCO Included 10.00 MW AC / 12.00 MW DC 2024 201.60 September 30, 2025
5 NTPC Renewal Energy Limited Solarworld Energy Solutions Limited NTPC REL- Bikaner Rajasthan Ground Mounted/R ESCO Included 325 MW AC / 376.00 MW DC 2025 9,349.37 November 19, 2026
6 Customer 1** Solarworld Energy Solutions Limited Vindyachal Madhya Pradesh Ground Mounted/R ESCO Included 20 MW AC/26 MW DC 2025 703.33 September 30, 2026
7 Rajasthan Urja Vidyut Nigam Limited Solarworld BESS one Private Limited RRVUNL- Kota Rajasthan BESS NA 125 MW / 250 MWh 2025 4,653.00 November 30,2026
8 Gujarat Urja Vikas Nigam Limited Solarworld BESS one Private Limited GUVNL- Veloda Rajasthan BESS NA 200 MW / 400 MWh 2025 8,064.00 April 30, 2027

* Ortusun Renewable Power Private Limited has entered into a power purchase agreement with Harrshiv Healthy Foods and More Private Limited

("Harrshiv") dated April 26, 2024 pursuant to which Harrshiv is desirous of purchasing electricity produced by the Ortusun-Deoli Project. Further, Ortusun Renewable Power Private Limited has entered into a power purchase agreement with another customer dated April 26, 2024 pursuant to which such customer is desirous of purchasing electricity produced by the Ortusun-Deoli Project. The disclosure of names has only been made for such customers who have consented to being named in this Red Herring Prospectus. Ortusun Renewable Power Private Limited, Sirius Renewable Power Private Limited, Goutamkumar Ashwinibhai, Mr. Kartik Teltia and the Company have entered into a share purchase agreement dated January 10, 2024. For further details, please refer to

"History and certain corporate matters" on page 221.

** Name of the customer, a public sector undertaking, has not been included due to non-receipt of consent from such customer to be named in the RHP and Prospectus.

Completed Projects

Total Number of Projects No. of States Type Capacity AC (in MW) Capacity DC (in MW) Year of Completion
46 9 CAPEX and RESCO 253.67 336.17 April 2014 July 2025

As of July 31, 2025, our Order Book, which is the total value of EPC contracts, BESS projects or other projects for which we have entered into definitive contracts or have been awarded letters of intent in respect of bids, minus the revenue already billed from those projects ("Order Book") was 25,278.14 million. Solar sector growth in India is primarily spurred by robust government backing, demonstrated through an aggressive tendering strategy. Some of the key catalysts include technological advancements, affordable financing, supportive policies, thrust on go-green initiatives/sustainability targets, cost optimisation due to increased grid electricity tariffs, subsidy initiative (specially in rooftop solar) and various incentives such as ISTS charge waiver. (Source: CRISIL Report) It is expected that 170-180 GW of solar capacity additions would be added over Fiscal 2026 to Fiscal 2030 across all sectors. (Source CRISIL Report).

The table below details the historical growth of the Indian solar power industry for the last three Fiscals:

Particulars Fiscal 2025 Fiscal 2023 Fiscal 2023
All Indian solar installed capacity (GW) 105.65 81.81 66.78
Annual capacity additions (GW) 23.83 15.03 12.78
O&M service for solar (Rs billion) 6.6 4.6 3.5
EPC service for solar (Rs billion) 493.8 356.2 269.2

(Source: CRISIL Report)

Principal Factors Affecting our Results of Operations

Our financial performance and results of operations are influenced by a number of important factors, some of which are beyond our control, including without limitation, intense global and domestic competition, general economic conditions, changes in conditions in the regional markets in which we operate, changes in costs of supplies, and evolving government regulations and policies. Some of the more important factors are discussed below, as well as in the section titled "Risk Factors" on page 30.

Relationship with key customers

We are dependent on certain key customers for our business. The table below sets forth our revenue from our top customer and top 10 customers, as a percentage of our revenue from operations for the period indicated:

Revenue from customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount ( in million) Percentage of total revenue from operations (%) Amount ( in million) Percentage of total revenue from operations (%) Amount ( in million) Percentage of total revenue from operations (%)
Top customer* 4,313.92 79.19 4567.51 91.16 2,045.26 87.98
Top 10 customers 5,446.18 99.97 5,007.43 99.95 2,324.61 100.00
Total revenue from operations 5,447.65 100.00 5,010.16 100.00 2,324.61 100.00

* Represents SJVN Green Energy Limited

The identity of our top customer and top 10 customers varied between fiscal years and periods. The loss of any one of our key customers or a substantial reduction in orders from such key customers may impact our business prospects and financial performance. Further, certain of our key customer agreements include terms relating to liquidated damages and/ or idling charges per module per month, for any delay in delivery of modules. In the event of breach of warranties, we are required to indemnify and reimburse the direct loss and damage to the customer. Such agreements can also be typically terminated in event of any default on our part with respect to the terms of such agreement. In addition, in case of an inability on our part to obtain appropriate regulatory approvals within a specified period, the customer is entitled to terminate such agreement or reduce the contracted capacity under such agreement.

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 solar cells and panels. The table below sets forth details of our cost of material consumed, including as a percentage of our total expenses and total revenue from operations, from India, China and other jurisdictions during the last three Fiscals:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount ( million) Percentage of revenue from operations (%) Amount ( million) Percentage of revenue from operations (%) Amount ( million) Percentage of revenue from operations (%)
Cost of materials consumed 2,824.23 51.84 3,813.10 76.11 1,817.45 78.18
- From India 2,823.03 51.82 3,322.06 66.31 1,637.93 70.46
- From China 1.20 0.02 491.05 9.80 179.52 7.72
- Others - - - - - -

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. 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. If we cannot fully offset increases in material prices with increases in the prices for our products, we will experience lower margins.

Regulatory landscape and policies

The solar energy industry in which we operate is subject to constant change. Our business is heavily dependent on GoI and state government policies that encourage establishment and adoption of solar energy projects. For further information, see "Risk Factors Compliance with present and changing laws, rules and regulations and legal uncertainties may adversely affect our business and financial performance." on page 65. In particular, the solar energy industry benefits from various incentives provided by the GoI. If any of these benefits 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 our business and financial condition. We also cannot assure you that laws or regulations will not be adopted, enforced or interpreted in the future in a manner that will not have a material adverse effect on our business and results of operations. Any such adverse change in law or applicable policy may require us to face increased compliance costs, obtain additional and licences, and may also require us to alter our business strategy, or implement onerous requirements and conditions on our operations.

Competition

As a solar module company in India, we compete with other Indian companies in similar sector. A few competitors have undertaken initiatives for higher backward integration which would enable them to compete on costs and have better margin performance. In order to capitalize on this expected growth in demand for solar EPC solutions, we have established a cutting-edge manufacturing facility at Haridwar, Uttarakhand for manufacturing tunnel oxide passivated contact ("TopCon") solar modules with an annual capacity of 1.2 GW, by entering into Equity Co-operation Agreement with ZNSHINE PV-Tech Co. Ltd, a Bloomberg NEF tier-1 supplier. Further, we intend to set up a battery energy storage systems ("BESS") production line of a capacity of 2 GW. Both the manufacturing facilities are funded through debt and internal accruals. Further, 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.

Significant Accounting Policies for the Restated Consolidated Financial Information

A. Statement of compliance and basis of preparation

The restated consolidated financial information comprises the restated consolidated statement of assets and liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the restated consolidated statement of profit and loss including other comprehensive income, the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the year ended March 31, 2025 and for the years ended March 31, 2024 and March 31, 2023, and the summary of material accounting policies and other explanatory note (hereinafter collectively referred to as "Restated Consolidated Financial Information").

The restated consolidated financial information of the Group and its associates and its joint ventures has been specifically prepared for inclusion in the Red Herring Prospectus (the "RHP") to be filed by the Company with the Securities and Exchange Board of India ("SEBI") in connection with the proposed Initial Public Offer of equity shares ("IPO") of the Company (referred to as the "Issuer").

These restated consolidated financial information have been prepared by the management of the Holding Company to comply with the requirements of:

(i) Section 26 of Part I of Chapter III of the Act;

(ii) Relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, issued by SEBI on 11 September 2018 in pursuance of the Securities and Exchange Board of India Act, 1992;

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

The Restated Consolidated Financial Information have been compiled by the Management from:

a. the audited consolidated financial statements of the Group and its associate and its joint ventures as at and for the year ended March 31, 2025 prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 (Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act, which have been approved by the Board of Directors at their meeting held on August 06, 2025.

b. Audited consolidated financial statements of the Group and its associate and its joint venture as at and for the year ended March 31, 2024 prepared in accordance with the Indian Accounting Standards, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended (referred to as "Ind As"), and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 16, 2024.

c. Audited special purpose consolidated financial statements of the Group and its associate and its joint venture as at and for the year ended March 31, 2023 prepared in accordance with the Ind As notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013 which were prepared by the management of the Company and were approved for issue in accordance with the resolution passed by the Board of Directors at their meeting held on September 25, 2024.

Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, the Company has voluntarily adopted March 31, 2024, as reporting date for first time adoption of Ind-AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and consequently April 01, 2021, is the transition date for preparation of its financial statements as at and for the year ended March 31, 2024. Hence, the consolidated financial statements as at and for the year ended March 31, 2024, were the first financials, prepared in accordance with Ind-AS. Upto the financial year ended March 31, 2023, the Company had prepared its consolidated financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with Companies (Accounting Standards) Rules, 2021 ("Indian GAAP" or "Previous GAAP") due to which the special purpose consolidated financial statements are prepared for the purpose of filing Red Herring Prospectus (the "RHP"). Further, this special purpose consolidated financial statements are not the statutory consolidated financial statements under the Act.

The special purpose consolidated financial statements as at and for the year ended March 31, 2023 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind As 101) consistent with that used at the date of transition to Ind As (April 01, 2021) and as per the presentation, accounting policies and grouping/classifications including Revised Schedule III disclosures followed as at and for year ended March 31, 2024.

The special purpose consolidated financial statements referred to above have been prepared solely for the purpose of preparation of restated consolidated financial information for inclusion in RHP in relation to proposed IPO. Hence, this special purpose consolidated financial statements are not suitable for any other purpose other than for the purpose of preparation of restated consolidated financial information.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy thereto in use.

The restated consolidated financial information are prepared on going concern, accrual and historical cost basis except for the following assets and liabilities which have been measured at fair value:

Defined benefit plans-plan assets measured at fair value.

Certain financial assets and liabilities measured at fair value

The Group and its associate and its joint ventures has prepared the restated consolidated financial information on the basis that it will continue to operate as a going concern.

B. Functional & presentational currency

The restated consolidated financial information has been presented in Indian Rupees (Rs. or INR), which is also the Groups functional currency. All amounts have been rounded-off to the nearest millions and decimals thereof, unless otherwise mentioned.

C. Basis of consolidation

The restated consolidated financial information incorporates the consolidated financial statements of the Holding Company and its subsidiaries, associate and its joint ventures. Control is achieved where the Group: a) has power over the investee b) is exposed to, or has rights, to variable returns from its involvement with the investee; and c) has the ability to use its power to affect its returns.

The Group reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of subsidiaries begins when the Company obtains control over the subsidiaries and ceases when the Company loses control of the subsidiaries. Specifically, income and expenses of a subsidiaries acquired or disposed of during the year are included in the restated consolidated statement of profit and loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiaries.

Consolidation procedure:

Subsidiaries

a) Combine items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiaries are based on the amounts of the assets and liabilities recognized in the restated consolidated financial information at the acquisition date.

b) Offset (eliminate) the carrying amount of the parents investment in each subsidiaries and the parents portion of equity of each subsidiaries. Business combinations policy explains how to account for any related goodwill.

c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the restated consolidated financial information. Ind As 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.

d) The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests proportionate share of the acquirees identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes in equity of subsidiaries.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-controlling interests. The total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Associate

Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (see below), after initially being recognized at cost.

Joint ventures

Interests in joint ventures are accounted for using the equity method (see below), after initially being recognized at cost in the restated consolidated statement of assets and liabilities.

Equity method

a) The Groups investments in its associate and its joint venture are accounted for using the equity method. Under the equity method, the investment in an associate and its joint ventures is initially recognized at cost. Goodwill relating to the associate and its joint ventures is included in the carrying amount of the investment and is not tested for impairment individually. The statement of profit and loss reflects the Groups share of the results of operations of the associate and its joint ventures. The aggregate of the Groups share of profit or loss of an associate and its joint ventures is shown on the face of the restated consolidated statement of profit and loss.

b) If an entitys share of losses of an associate and joint venture equals or exceeds its interest in the associate and its joint venture (which includes any long term interest that, in substance, form part of the Groups net investment in the associate and its joint venture), the entity discontinues recognizing its share of further losses.

c) Upon loss of significant influence over the associate and its joint venture, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.

Changes in ownership interests

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiaries. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized within equity.

When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income are reclassified to profit or loss where appropriate.

D. Current vs non-current classifications

The Group presents assets and liabilities in the restated consolidated financial information based on current / non-current classification.

An asset is classified as current when it satisfies any of the following criteria:

a) it is expected to be realized in, or is intended for sale or consumption in, the Groups normal operating cycle. b) it is held primarily for the purpose of being traded; c) it is expected to be realized within 12 months after the reporting date; or d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date. All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

a) it is expected to be settled in the Groups normal operating cycle; b) it is held primarily for the purpose of being traded; c) it is due to be settled within 12 months after the reporting date; or the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents.

Deferred tax assets and liabilities are classified as non-current only.

Material accounting policies:

E. Business combination

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognized in restated consolidated statement of profit and loss as incurred at the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

F. Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognizes the gain directly in equity as capital reserve, without routing the same through OCI.

Goodwill is not amortized but is reviewed for impairment at least annually. For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units or Groups of cash-generating units that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized in the Restated Consolidated Statement of Profit and Loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

G. Use of estimates, assumptions and judgements

The preparation of the restated consolidated financial information in conformity with Ind As requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the restated consolidated financial information and reported amounts of revenues and expenses during the year.

Accounting estimates could change from year to year. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the restated consolidated financial information in the period in which changes are made and, if material, their effects are disclosed in the notes to the restated consolidated financial information.

H. Fair value measurement

Certain accounting policies and disclosures of the Group require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. The valuation team regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

I. Revenue recognition

Revenue from contracts with customers is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. When a performance obligation is satisfied, the revenue is measured at the transaction price which is consideration received or receivable, net of returns and allowances, trade discounts and volume rebates after taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

When another party is involved in providing goods or services to a customer, the Group determines whether the nature of its promise is a performance obligation to provide the specified goods or services itself (i.e., the Group is a principal) or to arrange for the other party to provide those goods or services (i.e., the Group is an agent). When the Group considers itself as a principal and satisfies its performance.

Obligation in a given arrangement, the Group recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for those goods or services transferred. When the Group considers itself as an agent and satisfies its performance obligation in a given arrangement, the Group recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the other party to provide its goods or services. The Groups fee or commission is the net amount of consideration that the Group retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.

The Group derives revenues primarily from sale of solar modules, solar cells, solar accessories and construction/project related activity, engineering, procurement and construction (EPC) and operation and maintenance.

Revenue from sale of goods

Revenue is recognized at point of time when the control of the same is transferred to the customer and it is probable that the Group will collect the consideration to which it is entitled for the exchanged goods The point at which control passes is determined based on the terms and conditions by each customer arrangement.

Revenue from construction/project related activity

Contract revenue is recognized over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is recognized at an allocable transaction price which represents the cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to date, to the total estimated contract costs. With respect to contracts, where the outcome of the performance obligation cannot be reasonably measured, but the costs incurred towards satisfaction of performance obligation are expected to be recovered, the revenue is recognized only to the extent of costs incurred.

Revenue from operation and maintenance

Revenue from operation & maintenance is recognized as the proportion of the total year of services contract that has elapsed at the end of the reporting year.

For contracts where the aggregate of contract cost incurred to date plus recognized profits (or minus recognized losses as the case may be) exceeds the progress billing, the surplus is shown as contract asset and termed as "Unbilled revenue". For contracts where progress billing exceeds the aggregate of contract costs incurred to-date plus recognized profits (or minus recognized losses, as the case may be), the surplus is shown as contract liability and termed as unearned revenue ("excess of billing over revenue"). Amounts received before the related work is performed are disclosed in the Balance Sheet as contract liability and termed as "Advances from customer". The amounts billed on the customer for work performed and are unconditionally due for payment i.e. only passage of time is required before payment falls due, are disclosed in the balance sheet as trade receivables. The amount of retention money held by the customers pending completion of performance milestone is disclosed as part of contract asset and is reclassified as trade receivables when it becomes due for payment.

Contract balances:

(i) Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or the amount is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract.

(ii) Trade receivables

A receivable represents the Groups right to an amount of consideration that is unconditional (i .e., only the passage of time is required before payment of the consideration is due).

(iii) Contract assets

A contract asset is the right to consideration in exchange for goods or services transferred to customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.

J. Other income

Interest income on bank deposits and loan is accrued on a time proportion basis by reference to the principal outstanding and the effective interest rate. Other items of income are accounted as and when the right to receive arises and it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

K. Property, plant and equipment

i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses if any, cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

Property, plant and equipment not ready for the intended use on the date of balance sheet are disclosed as "Capital work-in-progress". Such items are classified to the appropriate category of property, plant and equipment when completed and ready for intended use. Advances given towards acquisition/construction of property, plant and equipment outstanding at each balance sheet date are disclosed as capital advances under "Other non-current assets".

Capital work-in-progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date

ii) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the restated consolidated statement of profit and loss for the period during which such expenses are incurred.

iii) Depreciation and useful lives

Depreciation on property, plant and equipment is calculated on a straight-line basis over the estimated useful life of Property, plant and equipment which coincide with Schedule II to the Companies Act, 2013. Estimated useful life of the assets is given below:

Tangible assets Useful life
Plant and equipment 8-15 Years
Furniture and fixtures 10 Years
Office equipment 5 Years
Computers 3 Years
Motor vehicles 8-10 Years

iv) Gain and loss on disposal of item of property, plant and equipment

Property, plant and equipment are eliminated from restated consolidated financial information, either on disposal or when retired from active use. Losses/gains arising in case retirement/disposals of property, plant and equipment are recognized in the restated statement of profit and loss in the year of occurrence.

v) Residual values

The Groups reviews the residual value, useful lives and depreciation method annually and, if expectations differ from previous estimates, the change is accounted for as a change in accounting estimate on a prospective basis.

L. Inventories

Inventories are stated at the lower of cost and net realizable value.

a) Raw materials, components, construction materials, stores, spares and loose tools: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on

‘First in First Out ("FIFO") method.

b) Cost of finished goods include cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Cost is determined on ‘First in First Out ("FIFO") method.

c) Cost of traded goods include purchase cost and inward freight. Costs are determined on ‘First in First Out ("FIFO") method.

Assessment of net realizable value is made at each reporting period end and when the circumstances that previously caused inventories to be written-down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the write-down, if any, in the past period is reversed to the extent of the original amount written-down so that the resultant carrying amount is the lower of the cost and the revised net realizable value

M. Financial instruments

Financial assets and/or financial liabilities are recognized when the Group becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at fair value excepting for trade receivables not containing a significant financing component are initially measured at transaction price. Transaction costs that are 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 as the case may be, the fair value of such financial assets or liabilities, 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 in profit or loss.

In case of funding to subsidiaries companies in the form of interest free or concession loans and preference shares, the excess of the actual amount of the funding over initially measured fair value is accounted as an equity investment.

A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognized amounts and it is intended to either settle on net basis or to realize the asset and settle the liability simultaneously.

Subsequent measurement of financial assets and financial liabilities is described below.

I. Financial assets Classification and subsequent measurement for the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition:

(i) Financial assets at amortized cost a financial instrument is measured at amortized cost if both the following conditions are met:

The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and 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. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest method.

(ii) Financial assets at fair value

Investments in equity instruments All equity investments 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 Group decides to classify the same either as at fair value through other comprehensive income ("FVOCI") or FVTPL. The Group makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit or loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity. Dividends on such investments are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit or loss.

De-recognition of financial assets

Financial assets (or where applicable, a part of financial asset or part of a Group of similar financial assets) are derecognized from the Restated Consolidated Statement of Assets and Liabilities when the contractual rights to receive the cash flows from the financial asset have expired, or when the financial asset and substantially all the risks and rewards are transferred. The Group also derecognizes the financial asset if it has both transferred the financial asset and the transfer qualifies for derecognition.

II. Financial liabilities

Initial recognition

Financial liabilities are classified as measured at amortized cost or FVTPL. Financial liability is classified as at FVTPL if it is classified as held for trading. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in restated consolidated statement of profit and loss.

Subsequent measurement

After initial recognition, the financial liabilities are subsequently measured at amortized cost using the effective interest rate ("EIR") method.

Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The effect of EIR amortization is included as finance costs in the Restated Consolidated Statement of Profit and Loss.

De-recognition of financial liabilities

A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expired. 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 restated consolidated statement of profit and loss.

III. Impairment of financial assets

In accordance with Ind As 109, the Group uses ‘Expected Credit Loss (ECL) model, for evaluating impairment of financial assets other than those measured at FVTPL. Expected credit losses are measured through a loss allowance at an amount equal to:

The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

Outstanding customer receivables are regularly monitored. The Group periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical data and ageing of accounts receivable. The Group creates allowance for unsecured receivables based on historical credit loss experience, industry practice and business environment in which the entity operates and is adjusted for forward looking information. Subsequently when the Group is satisfied that no recovery of such losses is possible, the financial asset is considered irrecoverable and the amount charged to the allowance account is then written off against the carrying amount of the impaired financial asset.

For other assets, the Group uses 12-month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

IV. Impairment of non-financial assets

As at the end of each financial year, the carrying amounts of PPE, investment property, intangible assets and investments in subsidiaries, associate and joint venture companies are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, PPE, investment property, intangible assets and investments in subsidiaries, associate and joint venture companies are tested for impairment so as to determine the impairment loss, if any. Goodwill is tested for impairment each year. Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined:

(i) in the case of an individual asset, at the higher of the fair value less costs of disposal and the value-in-use; and

(ii) in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating units fair value less costs of disposal and the value-in-use. (The amount of value-in-use is determined as the present value of estimated future cash flows from the continuing use of an asset, which may vary based on the future performance of the Group and from its disposal at the end of its useful life. For this purpose, the discount rate (post-tax) is determined based on the weighted average cost of capital of the Group suitably adjusted for risks specified to the estimated cash flows of the asset). If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognized immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. When an impairment loss recognized earlier is subject to full or partial reversal, the carrying amount of the asset (or cash generating unit), except impairment loss allocated to goodwill, is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognized immediately in the statement of profit and loss.

V. Loans and borrowings

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process.

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

De-recognition of financial instruments

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for de-recognition under Ind As 109. A financial liability (or a part of a financial liability) is derecognized from the Groups balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

N. Provisions, contingent liabilities & contingent assets

General

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group 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.

Long-term provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money. Short term provisions are carried at their redemption value and are not offset against receivables from reimbursements.

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 Group 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.

Contingent assets

A contingent asset is not recognized unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the Ind As restated consolidated financial information.

Onerous contract

Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a reliable estimate of such obligation.

O. Cash and cash equivalents

Cash & cash equivalents in the balance sheet comprise cash at banks and cash on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

P. Cash flow statement

Restated consolidated cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The restated consolidated cash flows from operating, investing and financing activities of the Group are segregated. Certain arrangements entered with financiers have been classified as borrowings by the Group. The Group presents cash outflows to settle the liability arising from financing activities in its statement of cash flows.

Q. Share Capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Groups ordinary shares are classified as equity instruments.

R. Income tax

Current tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income ("OCI") or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provision where appropriate

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the restated consolidated financial information and the corresponding tax bases used in the computation of taxable profit under Income-tax Act, 1961. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

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

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

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

S. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

T. Earnings per share

(i) Basic earnings per share

Basic Earnings Per Share (EPS) is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity share outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for treasury shares.

(ii) Diluted earnings per share

Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included.

U. Segment reporting

The Group has engaged in the business of Engineering, Procurement and Construction (EPC) and has only reportable segment in accordance with Ind As-108 Operating Segment. The information relating to this operating segment is reviewed regularly by the Board of Directors to make decisions about resources to be allocated and to assess its performance. The accounting principles used in the preparation of the restated consolidated financial information are consistently applied to record revenue and expenditure in the segment, and are as set out in the material accounting policies.

V. Employee benefits

i. Short term employee benefits

Employee benefits such as salaries, wages, short-term compensated absences, bonus, ex-gratia and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the service

ii. Post-employment benefits

a) Provident fund

The Groups state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognized during the period in which the employee renders the service. The Group has no obligation, other than the contribution payable to the provident fund. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

b) Defined benefits plan

Gratuity

The Group provides for gratuity, a defined benefit plan (the Gratuity Plan") covering eligible employees in accordance with the Payment of Gratuity Act, 1972. Gratuity liability is a defined benefit obligation and is provided on the basis of its actuarial valuation based on the projected unit credit method made at each balance sheet date/reporting date.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Short-term and other long-term employee benefits

The Group records all short-term obligation for such compensated absences as well as performance bonus on the basis of amount paid in the period during which the services are rendered by the employees, all such expenses are recognize in the period in which they actually arise.

W. Share based payments

Senior executives and employees of the Company receive remuneration in the form of share-based payments, whereby they render services as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Groups estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting year, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in statement of profit and loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity settled employee benefits reserve.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of options, but the likelihood of the conditions being met is assessed as part of the Groups best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an options, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an option and lead to an immediate expensing of an option unless there are also service and/or performance conditions.

No expense is recognized for options that do not ultimately vest because non-market performance and/or service conditions have not been met. Where options include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled options are modified, the minimum expense recognized is the grant date fair value of the unmodified option, provided the original vesting terms of the option are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an option is cancelled by the entity or by the counterparty, any remaining element of the fair value of the option is expensed immediately through profit or loss.

When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the Company or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

X. Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded by the Group at its functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses an average rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at the fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of transaction.

Y. Leases

Identifying leases

The Group assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease contracts entered by the Group majorly pertains for premises and equipments taken on lease to conduct its business in the ordinary course.

Group as a lessee

The Group had adopted Ind As 116 "Leases" using the modified retrospective approach by applying the standard to all leases existing at the date of initial application. The Group also elected to use the recognition exemption for lease contracts that, at the commencement date, have a lease term of twelve months or less and do not contain a purchase option ("short-term leases") and lease contracts for which the underlying asset is of low value other than land. ("low value assets"). The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in "Impairment of non-financial assets".

Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group has applied the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option) and low-value assets recognition exemption.

Z. Significant management judgement in applying accounting policies

When preparing the Restated Consolidated Financial Information, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses

Income tax and deferred tax assets

The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting year.

Useful lives of depreciable assets

The Group reviews the useful life of property, plant and equipment at the end of each reporting year. This reassessment may result in change in depreciation expense in future year.

Actuarial valuation

The determination of Groups liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognized in the statement of profit and loss and in other comprehensive income. Such valuation depend upon assumptions determined after taking into account discount rate, salary growth rate, expected rate of return, mortality and attrition rate. Information about such valuation is provided in notes to the restated consolidated financial information.

Impairment of non-financial assets

In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

Contingencies

Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/ claim/ litigation against Group as it is not possible to predict the outcome of pending matters with accuracy.

Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimation requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Black Scholes valuation model has been used by the management for share based payment transactions.

Revenue recognition

For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. The progress is measured in terms of a proportion of actual cost incurred to date, to the total estimated cost attributable to the performance obligation.

AA. Recent accounting pronouncements and changes in accounting standards

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies

(Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to Ind As 116 Leases, relating to sale and lease back transactions, applicable from April 1, 2024. The Company has assessed that there is no significant impact on its financial statements. On May 9, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. There will be no material impact on the restated consolidated financial statements of the Company.

Changes in the accounting policies, if any, in the Fiscals 2025, 2024, and 2023 and their effect on our profits and reserves

There have been no changes in our accounting policies in the last three Fiscals.

Key Performance Indicators and Non-GAAP Financial Measures

In addition to our financial results determined in accordance with Ind AS, we consider and use those certain non-GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. Our management does not consider these non-GAAP financial measures and key performance indicators in isolation or as an alternative or substitutive to the Restated Consolidated Financial Information. We present these non-GAAP financial measures and key performance indicators because we believe they are useful to our Company in assessing and evaluating our operating performance, and for internal planning and forecasting purposes. We believe these non-GAAP financial measures could help investors as an additional tool to evaluate our ongoing operating results and trends with a more granular view of our financial performance.

Non-GAAP financial information are not recognized under Ind AS and do not have standardized meanings prescribed by Ind AS. In addition, non-GAAP financial measures and key performance indicators used by us may differ from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business. Other companies may calculate non-GAAP metrics differently from the way we calculate these metrics. See "Risk Factors We track certain operational metrics and non-generally accepted accounting principles, measures with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation." on page 61.

Set forth below are our key financial and operational performance indicators for the periods indicated:

KPI Unit As of for the
Financial year ended March 31, 2025 Financial year ended March 31, 2024 Financial year ended March 31, 2023
Financial KPIs
Revenue from Operations (1) in million 5,447.65 5,010.16 2,324.61
EBITDA (2) in million 1,067.47 710.93 228.76
EBITDA Margin (%) (3) % 19.60% 14.19% 9.84%
Profit after tax (PAT) (4) in million 770.48 516.91 148.36
PAT Margin (%) (5) % 14.14% 10.32% 6.38%
Debt /Equity Ratio (6) Number 0.37 0.83 2.95
Return on Equity (7) % 40.27% 108.25% 102.40%
Return on Capital Employed (8) % 54.53% 86.57% 38.78%
Net Working Capital (9) Value 1,211.52 732.50 374.59
Net Working Capital (10) Days 82 54 59
Operational KPIs
Order Book (11) in million 17,005.51 8,130.41 5,350.06
Contracted Capacity during the year (12) MW-DC 376 MW DC for EPC and 125 MW/250 MWh for BESS 582.00 168.00
Commissioned Capacity during the year (13) MW-DC 24.00 170.00 105.00
O&M Served during the year (14) MW-DC 299.00 119.00 28.00

Notes:

1. Revenue from operations: Sum of revenue from Sale of Engineering, procurement and construction, sale of services, sale of traded goods and sale of scrap

2. EBITDA: Profit before tax plus finance cost plus depreciation and amortization expense minus other income

3. EBITDA Margin: EBITDA divided by revenue from operation

4. Profit after tax: PAT is restated profit after tax for the year as per restated financial statements

5. PAT Margin: PAT divided by revenue from operation

6. Debt/Equity Ratio: Borrowing divided by Equity

7. Return on Equity: PAT attributable to equity shareholders divided by average of shareholder equity

8. Return on capital employed: EBIT divided by average of Capital Employed outstanding at the beginning of the year and end

9. Net working capital (value): (Current assets minus cash and cash equivalents minus other bank balance) minus (current liabilities minus short term borrowing (including cash credit and working capital demand loan)) 10. Net working capital (days): Net working capital (value) multiplied by number of days and divided by revenue from operation

11. Order Book (value): Total value of contract received minus revenue billed till the date of reporting period 12. Contracted Capacity: Sum of capacity (MW-DC) for contracts executed during the year

13. Commission capacity: Sum of capacity (MW-DC) which is commissioned during the year 14. O&M Served: Sum of Capacity for which O&M services were provided during the year

EBITDA and EBITDA Margin

The following table sets forth our EBITDA and EBITDA Margin for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023 including a reconciliation of each such financial measure to the Restated Consolidated Financial Information.

( million, except for percentages)

Particulars Fiscal
2025 2024 2023
Revenue from operations (A) 5,447.65 5,010.16 2,324.61
Profit for the year (B) 770.48 516.91 148.36
Add: Finance costs (C)/ Period 62.32 67.80 59.06
Add: Tax expense (D) 295.60 166.80 44.94
Add: Depreciation and amortisation expenses (E) 2.27 4.28 2.31
Less: Other income (F) 63.20 44.86 25.91
EBITDA (G=B+C+D+E-F) 1,067.47 710.93 228.76
EBITDA Margin (H=G/A) 19.60% 14.19% 9.84%

PAT and PAT Margin

The following table sets forth our PAT and PAT Margin, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. PAT Margin is calculated as profit for the year divided by revenue from operations.

( million, except for percentages)

Particulars For the fiscal year ended March 31,
2025 2024 2023
Profit for the year (A) 770.48 516.91 148.36
Revenue from operations (B) 5,447.65 5,010.16 2,324.61
PAT Margin (C=A/B) 14.14% 10.32% 6.38%

Net working capital (Value) and Net Working Capital (Days)

The following table sets forth our Net working capital and Net working capital in days for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, including a reconciliation of each such financial measure to the Restated Consolidated Financial Information.

Particulars Fiscal
2025 2024 2023
Revenue from operations (A) 5,447.65 5,010.16 2,324.61
Current Assets (B) 4,349.93 1,436.57 1,113.73
Add: Cash credit and working capital demand loan (C) 370.18 353.83 250.00
Less: Current Liability (D) 2,237.39 652.86 814.06
Less: Cash and Cash Equivalents (E) 110.87 203.81 43.31
Less: Other Bank Balances (F) 1,160.33 201.23 131.76
Net Working Capital (G=B+C-D-E-F) 1,211.52 732.50 374.60
Net Working Capital (Days) (H=G*365/A for each Fiscal) 82 54 59

Total Borrowings

The following table sets forth our Total Borrowings as at March 31, 2025, March 31, 2024, and March 31, 2023, including a reconciliation of such financial measure to the Restated Consolidated Financial Information. Total Borrowings is calculated as the sum of (i) non-current borrowings, and (ii) current borrowings (including current maturities of non-current borrowings).

( million)

Particulars As at March 31,
2025 2024 2023
Non-current borrowings (1) 643.93 160.46 170.46
Current borrowings (including current maturities of non- current borrowings)(2) 501.61 450.58 476.20
Total Borrowings (A=(1)+(2)) 1,145.54 611.04 646.66

Debt-Equity Ratio

The following table sets forth our Debt-Equity Ratio, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, as at March 31, 2025, March 31, 2024, and March 31, 2023. Debt-Equity Ratio is calculated as Total Borrowings divided by total equity.

( million, except for ratios)

Particulars As at, or for the fiscal year ended, March 31,
2025 2024 2023
Total Borrowings (A) 1,145.54 611.04 646.66
Total equity (B) 3,090.66 735.95 219.12
Debt-Equity Ratio (C=A/B) 0.37 0.83 2.95

Return on Equity (RoE)

The following table sets forth our Return on Equity, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. Return on Equity is calculated as profit for the year divided by average shareholders equity for the year. Average shareholders equity is calculated as the sum of (i) total equity as at the beginning of the fiscal year and (ii) total equity as at the end of the fiscal year, divided by 2.

( million, except for percentages)

Particulars As at, and for the fiscal year ended, March 31,
2025 2024 2023
Profit for the year (A) 770.48 516.91 148.36
Average shareholders equity (B) 1,913.30 477.53 144.88
Return on Equity (C=A/B) 40.27% 108.25% 102.40%

Net Debt

The following table sets forth our Net Debt, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, as at March 31, 2025, March 31, 2024, and March 31, 2023. Net Debt is calculated as Total Borrowings less cash and cash equivalents and other bank balances.

( million)

Particulars As at March 31,
2025 2024 2023
Total Borrowings (A) 1,145.54 611.04 646.66
Cash and cash equivalents (1) 110.87 203.81 43.31
Other bank balances other than cash and cash equivalents (2) 1,160.33 201.23 131.76
Net Debt (B=A-(1+2)) (125.66) 206.00 471.59

Net Worth

The following table sets forth our Net Worth, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, as at March 31, 2025, March 31, 2024, and March 31, 2023. Net Worth is calculated as the sum of equity share capital and other equity.

( million)

Particulars As at March 31,
2025 2024 2023
Equity share capital (A) 370.69 3.20 3.20
Other equity (B) 2,719.97 732.75 215.92
Net Worth (C=A+B) 3,090.66 735.95 219.12

Capital Employed

The following table sets forth our Capital Employed, including a reconciliation of such financial measure to the Restated Consolidated Financial Information as at March 31, 2025, March 31, 2024, and March 31, 2023. Capital Employed is calculated as Net Worth + Net Debt

( million)

Particulars As at March 31,
2025 2024 2023
Net Worth (A) 3,090.66 735.95 219.12
Net Debt (B) (125.66) 206.00 471.58
Capital Employed (D = A+B) 2,965.00 941.95 690.70

Return on Capital Employed (RoCE)

The following table sets forth our Return on Capital Employed, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. Return on Capital Employed is calculated as earnings before interest and tax divided by average of Capital Employed Average capital employed is calculated as the sum of (i) total capital employed as at the beginning of the fiscal year and (ii) total capital employed as at the end of the fiscal year, divided by 2.

( million, except for ratios)

Particulars For the fiscal year ended March 31,
2025 2024 2023
Profit before tax (A) 1,066.08 683.71 193.30
Finance costs (B) 62.32 67.80 59.06
Other Income (C) 63.20 44.86 25.91
EBIT (C=A+B-C) 1,065.20 706.65 226.45
Average Capital Employed (D) 1,953.47 816.32 583.94
Return on Capital Employed (E=C/D) 54.53% 86.57% 38.78%

Return on Net Worth

The following table sets forth our Return on Net Worth, including a reconciliation of such financial measure to the Restated Consolidated Financial Information, as at, and for the financial years ended, March 31, 2025, March 31, 2024, and March 31, 2023. Return on Net Worth is calculated as profit for the year divided by Average Net Worth as at the beginning and end of the year.

( million, except for percentages)

Particulars As at, and for the fiscal year ended, March 31,
2025 2024 2023
Profit for the year (A) 770.48 516.91 148.36
Average Net Worth (B) 1,913.30 477.53 144.88
Return on Net Worth (C=A/B) 40.27% 108.25% 102.40%

Net Asset Value per share

The following table sets forth our Net Asset Value, including a reconciliation of such financial measure to the Restated Consolidated Financial Information as at March 31, 2025, March 31, 2024, and March 31, 2023. Net Asset Value is calculated as net worth divided by Closing number of equity shares (adjusted for Bonus Issue and Split of Equity Shares).

( million)

Particulars As at March 31,
2025 2024 2023
Net worth (A) 3,090.66 735.95 219.12
Closing number of equity shares (adjusted for Bonus Issue and Split of Equity Shares) (B) 7,41,37,042 6,46,40,000 6,46,40,000
Net Asset Value per equity shares ((C=(A*1,000,000)/B) 41.69 11.39 3.39

Overview of Income and Expenditure

The following descriptions set forth information with respect to key components of our profit and loss statement.

Income

Income consists of revenue from operations and other income.

Revenue from operations

Revenue from operations comprises revenue from contracts with customers, which further comprises

(i) engineering, procurement and construction project,

(ii) sale of products, and

(iii) sale from services (O&M and others).

Other income

Other income primarily comprises interest income on fixed deposits with banks and from loan and other non-operating income which further comprises

(i) interest on income tax refund,

(ii) profit on sale of property, plant and equipment,

(iii) fair value gain on mutual fund,

(iv) gain on foreign exchange fluctuation,

(v) liabilities no longer required written back,

(vi) insurance claim receivable, and

(vii) other operating revenue (scrap sale).

Expenses

Our expenses comprises

(i) cost of material consumed,

(ii) purchase of stock in trade,

(iii) engineering, procurement and construction project expenses,

(iv) employee benefit expense,

(v) finance costs,

(vi) depreciation and amortisation expense, and

(vii) other expense.

Cost of material consumed

Cost of component and construction material comprises

(i) purchases,

(ii) freight inward, and

(iii) custom clearance charges.

Construction and operating expenses

Construction and operating expenses comprises

(i) installation and commission charges,

(ii) site expenses,

(iii) support services,

(iv) security charges,

(v) professional services,

(vi) forecasting and scheduling services,

(vii) DSM charges,

(viii) labour cess charges,

(ix) insurance, and

(x) survey expenses.

Employee benefit expense

Employee benefit expense comprises

(i) salaries and wages,

(ii) contribution to provident fund and other funds,

(iii) gratuity, staff welfare expenses.

Finance costs

Finance costs comprises

(i) interest on loan against property on banks, working capital loan from banks, unsecured loan from others, and vehicle loan from banks, and

(ii) other borrowing costs which further comprises bank and financial charges and bank guarantee and letter of credit issuance charges.

Depreciation and amortisation expenses

Depreciation and amortisation expenses comprises depreciation on property, plant and equipment.

Other expenses

Other expenses comprises

(i) repair and maintenance on plant & building and others,

(ii) rent expenses,

(iii) legal and professional expenses,

(iv) insurance expenses,

(v) tour and travelling expenses,

(vi) electricity charges,

(vii) advertisement & business promotion expenses,

(viii) payment to auditor,

(ix) communication expenses,

(x) printing and stationary,

(xi) preliminary expenses written off,

(xii) CSR expenses,

(xiii) rates and taxes,

(xiv) loss on sale of fixed assets,

(xv) provision for impairment / written off investments in associates,

(xvi) bad debts / advances written off,

(xvii) interest on late payment of statutory dues,

(xviii) provision for doubtful made to supplier,

(xix) office expenses,

(xx) provision / (reversal) for foreseeable loss on construction contracts,

(xxi) membership & subscription expenses,

(xxii) miscellaneous expenses.

Tax Expense

Our tax expenses include our current tax expenses, previous year tax adjustments, and deferred tax (credit). Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit under Income-tax Act, 1961. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

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

Results of operations information based on the Restated Consolidated Financial Information

Results of operations information for the Fiscals 2025, 2024, and 2023

Set forth below is certain select financial information based on the Restated Consolidated Financial Information for the Fiscals 2025, 2024, and 2023, the components of which are also expressed as a percentage of our total income for the Fiscals indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Amount ( million) Percentage of total income (%) Amount ( million) Percentage of total income (%) Amount ( million) Percentage of total income (%)
Income
Revenue from operations
- Engineering, procurement and construction projects 4,779.33 86.73 4,960.18 98.12 2298.36 97.78
- products 610.50 11.08 3.11 0.06 4.2 0.18
- operation and maintenance and other services 56.97 1.03 44.15 0.87 22.05 0.94
- scrap sale 0.85 0.02 2.72 0.05 - -
Other income 63.20 1.15 44.86 0.89 25.91 1.1
Total income 5,510.85 100.00 5,055.02 100.00 2,350.52 100.00
Expenses
Cost of Material consumed 2,824.23 51.25 3,813.10 75.43 1817.45 77.32
Purchase of Stock-in- Trade 600.32 10.89 3.1 0.06 3.43 0.15
Engineering, procurement and construction project expenses 534.87 9.71 436.34 8.63 252.56 10.74
Employee benefits expenses 110.43 2.00 8.68 0.17 4.99 0.21
Finance costs 62.32 1.13 67.8 1.34 59.06 2.51
Depreciation and
amortisation expenses 2.27 0.04 4.28 0.08 2.31 0.1
Other expenses 285.33 5.18 60.35 1.19 31.49 1.34
Total expenses 4,419.77 80.20 4,393.65 86.92 2,171.29 92.37
Profit before share of profit / (loss) of an associate / joint venture 1,091.08 19.80 661.37 13.08 179.23 7.63
Share of profit / (loss) of joint ventures / associate (net) (3.85) (0.07) 22.34 0.44 14.07 0.6
Loss on sale of joint venture (21.15) (0.38) - - - -
Profit before tax 1,066.08 19.35 683.71 13.53 193.3 8.22
Tax expense
Current tax expenses Tax related to earlier years 333.74 0.32 6.06 0.01 172.29 (0.01) 3.41 0 47.2 - 2.01 -
Deferred tax (credit) (38.46) (0.70) (5.48) (0.11) (2.26) -0.1
Total tax expense 295.60 5.36 166.8 3.3 44.94 1.91
Profit for the year 770.48 13.98 516.91 10.23 148.36 6.31
Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss
(i) Remeasurement of defined benefit plans (5.11) (0.09) (0.07) 0 0.21 0.01
(ii) Income tax relating to items that will not be reclassified to profit or loss 1.29 0.02 0.02 0 (0.05) 0
(iii) Share in other comprehensive income of joint ventures / associate (net of tax) - - (0.03) 0 (0.04) 0
Other comprehensive income / (loss) (3.82) (0.07) (0.08) 0 0.12 0
Total comprehensive income / (loss) for the year 766.66 13.91 516.83 10.22 148.48 6.32

Results of operations information for the Fiscal 2024 compared with Fiscal 2025

Total Income

Our total income increased by 9.02% from 5,055.02 million for Fiscal 2024 to 5,510.85 million for Fiscal 2025. In Fiscal 2024 and Fiscal 2025, our revenue from operations constituted 99.11% and 98.85% of our total income, respectively.

Revenue from Operations

Revenue from operations from sale of engineering, procurement and construction project decreased by 3.65% from 4,960.18 million in Fiscal 2024 to 4,779.33 million in Fiscal 2025. This was on account of revenue recognition of project undertaken for public sector undertaking on milestone basis for 968 MW DC , which are under construction during the Fiscal 2025, corresponding to projects having capacity of 192 MW DC for which major part of revenue were recognized during the Fiscal 2024.

Revenue from sale of products increased by 19,530.23% from 3.11 million in Fiscal 2024 to 610.50 million in Fiscal 2025, primarily due to sale of solar panels and solar cells to two different customers of 610.12 million in Fiscal 2025 .

Revenue from operation and maintenance and other services increased by 29.04% from 44.15 million in Fiscal 2024 to 56.97 million in Fiscal 2025, primary due to recognition of O&M revenue for 1 project of public sector undertaking having capacity of 105 MW DC in Fiscal 2024, however company have recognized O&M revenue for 3 Projects of public sector undertaking having capacity of 273 MW DC in Fiscal 2025.

Revenue from sale of scrap decreased by 68.75% from 2.72 million in Fiscal 2024 to 0.85 million for Fiscal 2025 , primary on account of sale of scrap of packing box, loose cables, wires etc in Fiscal 2024.

Other Income

Our other income increased by 40.88% from 44.86 million in Fiscal 2024 to 63.20 million in Fiscal 2025, primarily due increase in interest on fixed deposit by 38.70 million from 10.05 million in Fiscal 2024 to 48.75 million in Fiscal 2025 which is partially set off due to recognition of receipts of insurance claims of 11.56 million during Fiscal 2024 and reduction of recognition of interest on loans by 4.03 million from 11.27 million in Fiscal 2024 to 7.24 million in Fiscal 2025.

Expenses

Cost of material consumed

Our cost of material consumed, which is the aggregate of our purchases, freight inward and custom clearance charges decreased by 25.93% from 3,813.10 million in Fiscal 2024 to 2,824.23 million in Fiscal 2025. In Fiscal 2024 we completed and commissioned two major engineering, procurement and commissioning projects undertaken for public sector undertakings having capacity of 168 MW (DC), however cost of material consumed were recognized for five under construction projects having capacity of 968 MW DC in Fiscal 2025.

Purchase of stock-in-trade

Our purchase of stock-in-trade increased by 19,265.16% from 3.10 million in Fiscal 2024 to 600.32 million in Fiscal 2025 primary due to sale of solar panels and solar cells to two different customers of 610.12 million in Fiscal 2025.

Engineering, procurement and construction project expenses

Our engineering, procurement and construction project expenses, which is the aggregate of installation and commission charges, site expenses, support services, security charges, professional services, forecasting and scheduling services, DSM charges, labour cess charges, insurance, and survey expenses increased by 22.58% from 436.34 million in Fiscal 2024 to 534.87 million in Fiscal 2025 which was primarily on account of In Fiscal 2024 we completed and commissioned two major engineering, procurement and commissioning projects undertaken for public sector undertakings having capacity of 168 MW (DC), however engineering, procurement and construction project expenses were recognized for five under construction projects having capacity of 968 MW DC in Fiscal 2025.

Employee benefits expenses

Our employee benefit expenses, which include salaries and wages, contributions to provident and other funds, gratuity, and staff welfare expenses, increased by 1,172.24% from 8.68 million in Fiscal 2024 to 110.43 million in Fiscal 2025. Until

Fiscal 2024, the Company outsourced installation activities for its projects to labour vendors and engaged employees through one of its joint ventures (Danton Power Private Limited). However, starting April 1, 2024, the Company began carrying out all project activities in-house. Consequently, all employees were transferred to the Companys payroll. As a result, employee costs rose significantly in Fiscal 2025, both due to the transfer of employees to the Companys rolls and the hiring of additional employees to support the growing scale of business operations.

Finance costs

Our finance costs which is the aggregate of interest on loan against property on banks, working capital loan from banks, unsecured loan from others, and vehicle loan from banks, other borrowing costs decreased by 8.08% from 67.80 million for Fiscal 2024 to 62.32 million for Fiscal 2025 which was primarily attributable to repayment of loan against property of 168 million in Fiscal 2025.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses which is the aggregate of depreciation on property, plant and equipment decreased by 46.96% from 4.28 million in Fiscal 2024 to 2.27 million in Fiscal 2025 which was primarily attributable to rectification of depreciation which were highly charged during last fiscals on certain tools and vehicles.

Other expenses

Our other expenses which is the aggregate of repair and maintenance on plant and building and others, rent expenses, legal and professional expenses, insurance expenses, tour and travelling expenses, electricity charges, advertisement and business promotion expenses, payment to auditor, communication expenses, printing and stationary, preliminary expenses written off, CSR expenses, rates and taxes, loss on sale of fixed assets, provision for impairment / written off investments in associates, bad debts / advances written off, interest on late payment of statutory dues, provision for doubtful made to supplier, office expenses, provision / (reversal) for foreseeable loss on construction contracts, membership and subscription expenses, miscellaneous expenses increased by 372.79% from 60.35 million in Fiscal 2024 to 285.33 million in Fiscal 2025 which was primarily attributable to provision for receivable from customers of 144.36 million and provision for foreseeable losses on construction contracts of 22.02 million, commission expense of 10.03 million in Fiscal 2025 and increase in legal and professional expenses by 25.83 million from 18.43 million in Fiscal 2024 to 44.26 million in Fiscal 2025.

Share of profit / (loss) of joint ventures / associate

Our share of profit of joint ventures / associate was 22.34 million in Fiscal 2024 and loss of 3.85 million in Fiscal 2025, which represented 0.44% and (0.07%) of our total income, respectively.

Tax expense

Our total tax expense (including current tax expenses, previous year tax adjustment and deferred tax (credit)) increased by 77.22% from 166.80 million in Fiscal 2024 to 295.60 million in Fiscal 2025 on account of increase in current tax as a result of increase in business profits.

Profit for the year

As a result of the foregoing, our profit for the year increased by 49.05% from 516.91 million in Fiscal 2024 to 770.48 million in Fiscal 2025.

Results of operations information for the Fiscal 2023 compared with Fiscal 2024

Total Income

Our total income increased by 115.06% from 2,350.52 million in Fiscal 2023 to 5,055.02 million in Fiscal 2024. In Fiscal

2023 and Fiscal 2024, our revenue from operations constituted 98.90% and 99.11% of our total income, respectively.

Revenue from Operations

Revenue from operations from sale of engineering, procurement and construction project increased by 115.81% from 2,298.36 million in Fiscal 2023 to 4,960.18 million in Fiscal 2024. In Fiscal 2023, we installed and commissioned an engineering, procurement and construction project for a public sector undertaking having capacity of 105 MW (DC) and in Fiscal 2024 we completed and commissioned two engineering, procurement and construction projects for public sector undertakings having capacity of 168 MW (DC). Accordingly, the revenue increased from 2,324.61 million in Fiscal 2023 to 5,010.16 million in

Fiscal 2024.

Revenue from sale of products decreased by 25.95% from 4.20 million in Fiscal 2023 to 3.11 million in Fiscal 2024, on account of discontinued business operations of sale of grains in Fiscal 2023, which was partially set off due to selling of solar modules of 3.11 million during the Fiscal 2024.

Revenue from operation and maintenance and other services increased by 100.23% from 22.05 million in Fiscal 2023 to 44.15 million in Fiscal 2024, primarily due to recognition of revenue of 26.00 million from operation and maintenance of a project undertaken for a public sector undertaking which was delivered in Fiscal 2023.

Revenue from sale of scrap increased by 2.72 million from Nil in Fiscal 2023 to 2.72 million for Fiscal 2024, primary on account of sale of scrap of packing box, loose cable wires etc.

PAT Margin increased from Fiscal 2023 to Fiscal 2024 on account of the following reasons:

- Increase in the scale of operations vis-a vis our fixed and indirect costs, the margins have increased. This may also be seen from our asset light model.

- Increase in the scale of operations, we have been able to achieve economies of scale in purchase and execution of our projects.

- Due to overall favourable market conditions i.e. rapid expansion in the market over the last few years, the margins have improved.

Other Income

Our other income increased by 73.14% from 25.91 million in Fiscal 2023 to 44.86 million in Fiscal 2024, due to recognition of insurance claim of 11.56 million and increase in gain in foreign exchange fluctuation by 6.43 million in Fiscal 2024.

Expenses

Cost of material consumed

Our cost of material consumed, which is the aggregate of our purchases, freight inward and custom clearance charges increased by 109.81% from 1,817.45 million in Fiscal 2023 to 3,813.10 million in Fiscal 2024. In Fiscal 2023, we installed and commissioned an engineering, procurement and commissioning project for a public sector undertaking having capacity of 105 MW (DC). In Fiscal 2024 we completed and commissioned two major engineering, procurement and commissioning projects undertaken for public sector undertakings having capacity of 168 MW (DC).

Purchase of stock-in-trade

Our purchase of stock-in-trade decreased by 9.62% from 3.43 million in Fiscal 2023 to 3.10 million in Fiscal 2024.

Engineering, Procurement and construction project expenses

Our engineering, procurement and construction project expenses, which is the aggregate of installation and commission charges, site expenses, support services, security charges, professional services, forecasting and scheduling services, DSM charges, labour cess charges, insurance, and survey expenses increased by 72.77% from 252.56 million in Fiscal 2023 to 436.34 million in Fiscal 2024. In Fiscal 2023, we installed and commissioned an engineering, procurement and commissioning project for a public sector undertaking having capacity of 105 MW (DC). In Fiscal 2024 we completed and commissioned two major engineering, procurement and commissioning projects undertaken for public sector undertakings having capacity of 168 MW (DC).

Employee benefits expenses

Our employee benefits expenses which is the aggregate of salaries and wages, contribution to provident fund and other funds, gratuity, staff welfare expenses increased by 73.95% from 4.99 million in Fiscal 2023 to 8.68 million in Fiscal 2024 which was primarily attributable to increase in the number of employees during Fiscal 2024 and annual increments for Fiscal 2022.

Finance costs

Our finance costs which is the aggregate of interest on loan against property on banks, working capital loan from banks, unsecured loan from others, and vehicle loan from banks, other borrowing costs increased by 14.80% from 59.06 million in Fiscal 2023 to 67.80 million in Fiscal 2024 which was primarily attributable to (a) increase in the interest expense on borrowing by 5.10 million and (b) increase in the interest on unsecured loan of 3.30 million in Fiscal 2024.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses which is the aggregate of depreciation on property, plant and equipment, increased by 85.28% from 2.31 million in Fiscal 2023 to 4.28 million in Fiscal 2024, which is primarily due to higher depreciation on certain vehicles, office equipment and computers during Fiscal 2024, as the same were capitalized in March 2023. Accordingly, the depreciation on the said assets was recognized during Fiscal 2024.

Other expenses

Our other expenses which is the aggregate of repair and maintenance on plant and building and others, rent expenses, legal and professional expenses, insurance expenses, tour & travelling expenses, electricity charges, advertisement and business promotion expenses, payment to auditor, communication expenses, printing and stationary, preliminary expenses written off, CSR expenses, rates and taxes, loss on sale of fixed assets, provision for impairment / written off investments in associates, bad debts / advances written off, interest on late payment of statutory dues, provision for doubtful made to supplier, office expenses, provision / (reversal) for foreseeable loss on construction contracts, membership & subscription expenses, miscellaneous expenses increased by 91.65% from 31.49 million in Fiscal 2023 to 60.35 million in Fiscal 2024 which is primarily due to (a) recognition of bad debts and advances written off of 20.63 million during Fiscal 2024, (b) increase in the legal and professional expenses by 11.46 million, insurance expenses by 1.50 million, CSR expenses by 1.40 million which is partially set off, and (c) recognition of provision for foreseeable losses on construction contracts (as per Ind AS 11) of 13.53 million in Fiscal 2023.

Share of profit / (loss) of joint ventures / associate

Our share of profit of joint ventures / associate was 14.07 million in Fiscal 2023 and 22.34 million in Fiscal 2024, which represented 0.60% and 0.44% of our total income, respectively.

Tax expense

Our total tax expense (including current tax expenses, previous year tax adjustment and deferred tax (credit)) increased by

271.16% from 44.94 million in Fiscal 2023 to 166.80 million in Fiscal 2024. On account of increase in the current tax as a result of increase in business profits.

Profit for the year

As a result of the foregoing, our profit for the year increased by 248.42% from 148.36 million in Fiscal 2023 to 516.91 million in Fiscal 2024.

Liquidity and Capital Resources

Capital Requirements

Our principal capital requirements are for capital expenditure, acquisitions of technologies, working capital requirements and payment of principal and interest on our borrowings. Our principal source of funding has been, and is expected to continue to be, cash generated from our operations, supplemented by borrowings from banks and financial institutions. For the Fiscals 2025, 2024, and 2023, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements and other cash outlays, principally with funds generated from operations, with the balance met from external borrowings.

Liquidity

Our primary liquidity requirements have been to finance our working capital needs and capital expenditures, including for upgrading of existing facilities, manufacturing capacity expansion and undertaking of new projects, and the repayment of borrowings and debt service obligations. Historically, our principal sources of funding have included cash generated from operations, borrowings by way of short-term and long-term borrowings from banks, credit granted by suppliers, cash and cash equivalents and equity and financing provided by our shareholders. We have also entered into various revolving credit and other working capital facilities, which provides sufficient liquidity for our present requirements.

We had aggregate cash and cash equivalents and other bank balances of 1,271.20 million, 405.04 million, and 175.07 million as at March 31, 2025, March 31, 2024, and March 31, 2023, respectively.

Cash Flows Based on the Restated Consolidated Financial Information

The following table summarizes our cash flows for the Fiscals 2025, 2024, and 2023:

( in million)

Particulars As at, or for the fiscal year ended, March 31,
2025 2024 2023
Net cash generated from / (used in) operating activities (A) 538.99 71.75 (71.40)
Net cash generated from / (used in) investing activities (B) (2,734.97) 192.16 32.82
Net cash used generated from / (used in) financing activities (C) 2,103.04 (103.41) 63.58
Increase / (Decrease) in net cash and cash equivalents (A+B+C) (92.94) 160.50 25.00
Opening cash and cash equivalent 203.81 43.31 18.31
Closing cash and cash equivalents 110.87 203.81 43.31

Net cash generated from / (used in) operating activities

We used 71.40 million net cash in operating activities during Fiscal 2023. While our profit before tax for the year was 193.30 million, we had operating profit before working capital changes of 231.10 million. Our working capital adjustments for Fiscal 2023 primarily consisted increase in trade receivables by 134.00 million and balance with Govt authorities by 86.30 million which is partially set off due to increase in trade payables by 80.71 million and advances from customer by 166.31 million. Our cash used in operating activities was 71.40 million, adjusted by direct taxes paid (including tax deducted at source) of 42.23 million.

We generated 71.75 million net cash from operating activities during Fiscal 2024. While our profit before tax for the year was 683.71 million, we had operating profit before working capital changes of 730.05 million. Our working capital adjustments for Fiscal 2024 primarily consisted increase in trade receivables by 112.17 million and decrease in advances from customer by 205.37 million. Our cash generated from operating activities was 71.75 million, adjusted by direct taxes paid (including tax deducted at source) of 128.55 million.

We generated 538.99 million net cash from operating activities during Fiscal 2025. While our profit before tax for the year was 1,066.08 million, we had operating profit before working capital changes of 1,271.74 million. Our working capital adjustments for Fiscal 2025 primarily consisted increase in trade receivables by 1,292.75 million and increase in other liabilities by 928.87 million and increase in trade payable by 676.24 million. Our cash generated from operating activities was 538.99 million, adjusted by direct taxes paid (including tax deducted at source) of 354.78 million.

Net cash generated from / (used in) investing activities

Net cash generated from investing activities in Fiscal 2023 was 32.82 million, primarily on account of loan received back during the year of 77.36 million, which is partially set off due to fixed deposits made (net of redemption) of 22.09 million.

Net cash generated from investing activities in Fiscal 2024 was 192.16 million, primarily on account of loan received back during the year of 332.33 million, which is partially set off due to fixed deposits made (net of redemption) of 66.15 million.

Net cash used in investing activities in Fiscal 2025 was 2,734.97 million, primarily on account of fixed deposits made of 2,960.35 million, which is set off due to fixed deposits matured of 1,930.69 million and purchase of property plant and equipment (including capital work-in-progress) net of capital advances and capital payables by 1,518.76 million.

Net cash generated from / (used in) financing activities

Net cash generated from financing activities in Fiscal 2023 amounted to 63.58 million, which primarily consisted of proceeds from long term borrowings of 69.05 million (net of repayment) which is partially set off due to finance cost paid of 34.86 million.

Net cash used in financing activities in Fiscal 2024 amounted to 103.41 million , which primarily consisted of repayment of short term borrowings of 31.64 million and finance cost paid during the year of 61.78 million.

Net cash generated in financing activities in Fiscal 2025 amounted to 2,103.04 million, which primarily consisted of proceeds from equity shares of 1,614.10 million and proceeds of long term borrowings of 666.52 million which is partially set off due to repayment of long term borrowing of 183.05 million.

Contingent Liabilities and Commitments

The following table summarizes our contingent liabilities and commitments as at March 31, 2025, March 31, 2024, and March 31, 2023, as determined in accordance with Ind AS 37, are described below:

( in million)

Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Disputed statutory liability of Company (refer note (i)) 7.71 7.71 -
Corporate guarantees for financial obligations of other related party (refer note (ii)) 65.42 70.27 -
Corporate guarantees for financial obligations of subsidiary (refer note (ii)) 660.16 - -
Corporate guarantees for financial obligations of joint ventures (refer note (ii)) 2.78 9.48 15.51
Disputed loan and advances of Company (refer note (iii)) - - 38.56

Note:

(i) Disputed demand for Income tax includes a dispute of Rs.7.71 millions for financial year 2022- 23 between the Company and income tax department for which the Company has filed appeals with respective authorities. The Company also believes that the above issues, when finally settled are not likely to have any significant impact on the financial position of the Company.

(ii) The Company had provided a corporate guarantee to the bank for financing extended to joint venture, subsidiary and related party. In the event that the joint venture, subsidiary and related party fails to meet its repayment obligations of loan, the Company will be required to fulfill the loan obligations. However, corporate guarantee was issued based on the joint venture, subsidiarys and related party creditworthiness and its strong repayment history, with no prior defaults. Therefore, the Company has not recognised a liability in relation to this corporate guarantee given to joint venture and related party. The impact of corporate guarantee commission is not material to the Company.

(iii) The Company had given total advances of Rs. Nil (March 31, 2023: Rs. 38.56 millions and April 01, 2022: Rs. 38.56 millions) in different tranches requirements to Karmic Energy Private Limited ("KEPL") for acquiring majority stake in the said Company. The Company had also remitted as a partial payment towards one time settlement of Karmic Energy Private Limited Loan Account with State Bank of India in financial year 2020-21. The matter is subjudice & being followed up.

For details, see "Restated Consolidated Financial Information - Note 45. Contingent liabilities" on page 336.

Capital Expenditure

Capital expenditures consist primarily purchases of furniture and fixtures, office equipment , motor vehicles, IT Equipments and Tools and machinery items. We also make investments at our buildings to upgrade and modernize the facilities. Capital expenditure will vary from year to year depending upon a number of factors, including the need to replace equipment and the timing of certain projects, such as investment in new technologies.

During the Fiscals 2025, 2024, and 2023, we incurred cash outflow towards the purchase of property, plant and equipment and intangible assets of 1,518.76 million, 1.83 million, and 9.75 million, respectively. The following table summarizes our cash outflow for the purchase of property, plant and equipment and intangible assets for the Fiscals 2025, 2024, and 2023:

( in millions)

Particulars For the fiscal year ended March 31,
2025 2024 2023
Freehold Land 391.61 - -
Plant and machinery 1.49 0.59 3.59
Furniture and fixture 11.63 0.16 1.19
Office equipment 1.47 0.06 0.33
Computer 7.44 0.73 0.80
Vehicles 2.22 0.29 3.84
Capital work in Progress 1,044.17 - -
Capital advance for purchase of software and licenses, plant & machinery and freehold land (net of payables) 58.73 - -
Total Capital Expenditure 1,518.76 1.83 9.75

The above capital expenditures were primarily financed by internally generated resources and long-term bank borrowings.

Financial Indebtedness

The following table sets forth our secured and unsecured debt position as of July 31, 2025:

(in million)

Category of Borrowing Sanctioned Amount (to the extent applicable) Amount outstanding as on July 31, 2025
Secured Loan
Fund based facilities
Term Loan 800.00 799.16
Vehicle Loan 3.73 2.82
Cash Credit 840.00 545.21
WCDL (as sub-limit of Cash Credit)* 840.00 -
Non-fund based facilities
Bank Guarantee 3,344.00 1,755.02
Letter of Credit (as sub-limit of Bank Guarantee)* 3,344.00 379.65
Unsecured Loan 247.50 92.81
Total borrowings 5,235.23 3,574.67

Quantitative and Qualitative Disclosures about Market Risk

The Chief Operating Decision Maker (CODM) being the Board of Directors (Board) has overall responsibility for the establishment and oversight of the Group risk management framework. Board of Directors regularly reviews the changes in the market conditions, management policies and procedures and the adequacy of risk management framework in relation to the risks faced by the Group. The framework seeks to identify, asses and mitigate financial risk in order to minimize potential adverse effects on the Groups financial performance.

In the course of its business, the Group is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.

The Group has exposure to the following risks arising from financial instruments: a. Credit risk b. Liquidity risk

c. Market risk

This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and processes for measuring and managing risk, and the Groups management of capital.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, cash and cash equivalents, bank deposits and other financial assets.

Credit risk exposure

The following table shows the exposure to the credit risk at the reporting date:

March 31, 2025

( in million)

Particulars Estimated gross carrying amount at default Expected credit losses Carrying amount net of provision
Cash & cash equivalents 110.87 - 110.87
Bank balance other than cash and cash equivalents 1,160.33 - 1,160.33
Trade receivables 1,586.57 144.05 1,442.52
Other financial assets 961.80 - 961.80
Loans 215.21 - 215.21
Investments 73.07 - 73.07

March 31, 2024

Particulars Estimated gross carrying amount at default Expected credit losses Carrying amount net of provision
Cash & cash equivalents 203.81 - 203.81
Bank balance other than cash and cash equivalents 201.23 - 201.23
Trade receivables 302.03 - 302.03
Other financial assets 613.79 - 613.79
Loans 1.40 - 1.40
Investments 88.30 - 88.30

March 31, 2023

Particulars Estimated gross carrying amount at default Expected credit losses Carrying amount net of provision
Cash & cash equivalents 43.31 - 43.31
Bank balance other than cash and cash equivalents 131.76 - 131.76
Trade receivables 205.19 - 205.19
Other financial assets 307.15 - 307.15
Loans 253.70 - 253.70
Investments 68.43 - 68.43

(i) Trade & other receivables:

The Group has an established process to evaluate the creditworthiness of its customers to minimise potential credit risk. Credit evaluations are performed by the Group before agreements to render services are entered into with prospective customers. Outstanding customer receivables are regularly monitored. One customer of the Group individually accounted for more than 70% of the outstanding trade receivable as at March 31, 2025 (March 31, 2024: One customer, March 31, 2023: One customer).

The Groups major customers includes public sector undertakings. Accordingly, the Companys customer credit risk is low. The Companys average project execution cycle is around 12 to 24 months. General payment terms include monthly progress payments and certain retention money to be released at the end of the project. For private customers, the Group evaluates the creditworthiness based on publicly available financial information and the Groups historical experiences. The Groups exposure to its counterparties are continuously reviewed and monitored by the Chief Operating Decision Maker (CODM) being the Board of Directors (Board). Credit period varies as per the contractual terms with the customers. Group doesnt have significant financing component in the contracts with customers.

Expected credit loss for trade receivables:

( in million)

Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Ageing of gross carrying amount
Unbilled Revenue 115.18 26.03 1.22
Not due - - -
less than 180 days 1,244.58 275.58 123.61
181-365 days 56.91 - 80.01
More than 1 year 169.74 0.26 0.35
2-3 years 0.16 - -
More than 3 year - 0.16 -
Gross carrying amount 1,586.57 302.03 205.19
Expected credit loss (144.05) - -
Net carrying amount 1,442.52 302.03 205.19

(ii) Cash and cash equivalents and other bank balances:

Credit risk is limited as the Group generally invests in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Counterparty credit limits are reviewed by the Group periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterpartys potential failure to make payment.

Impairment on cash and cash equivalents, deposits and other financial instruments has been measured on the 12-month expected credit loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on external credit ratings of counterparties.

2) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. The Groups financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.

The Group regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.

Maturity profile of financial liabilities

The following table details the Groups remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include principal cash flows along with interest. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting year. The contractual maturity is based on the earliest date on which the Group may be required to pay.

( in million)

Particulars On demand Less than 1 year 1-5 years More than 5 years Total
As at March 31, 2025
Borrowings* 107.75 389.33 442.36 201.71 1,141.15
Trade payables - 625.01 - - 625.01
Other financial liabilities - 116.67 - - 116.67
As at March 31, 2024
Borrowings* 82.32 378.52 121.78 110.23 692.85
Trade payables - 122.04 - - 122.04
Other financial liabilities - 16.31 - - 16.31
As at March 31, 2023
Borrowings* 214.31 273.74 122.66 133.12 743.83
Trade payables - 113.04 - - 113.04
Other financial liabilities - 0.07 - 0.07

* represent actual maturities including future interests.

3) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Group is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the

Groups exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Interest rate risk

Interest rate risk is the risk that the future consolidated cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates.

The Group is exposed to interest rate risk because entities in the Group, borrow funds at floating interest rates.

( in million)

Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Financial liabilities
Fixed rate borrowings 110.79 85.31 217.89
Variable rate borrowings 1,034.75 525.73 428.77
Total borrowings 1,145.54 611.04 646.66

Interest rate sensitivity - variable rate instruments

The sensitivity analysis below have been determined based on the exposure to interest rates for financial instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial period and held constant throughout the reporting period in the case of instruments that have floating rates. A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased) profit /loss by the amounts as under:

Profit or loss
Particulars 100 basis point increase 100 basis point decrease
As at March 31, 2025 10.35 (10.35)
As at March 31, 2024 5.26 (5.26)
As at March 31, 2023 4.29 (4.29)

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Groups exposure to foreign exchange risk arises solely from capital payables denominated in foreign currency. The Group does not have any foreign currency revenue or other significant foreign currency transactions. The Group monitors exchange rate fluctuations and manages this risk in accordance with its established risk management policies.

The carrying amounts of the Groups foreign currency denominated monetary items are as follows:

Foreign currency risk sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the Groups profit before tax is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures recognized by the Group that have not been hedged by a derivative instrument or otherwise are as under:

( in million)

March 31, 2025
Particulars Currency Symbol Foreign Currency Indian Rupees Gain/ (loss) Impact on profit/ (loss) before tax and equity
1% increase 1% decrease
Change in United States Dollar Rate $
Capital payables 0.92 78.41 (0.78) 0.78

 

March 31, 2024
Particulars Currency Symbol Foreign Currency Indian Rupees Gain/ (loss) Impact on profit/ (loss) before tax and equity
1% increase 1% decrease
Change in United States Dollar Rate $
Capital payables - - - -

 

March 31, 2023
Particulars Currency Symbol Foreign Currency Indian Rupees Gain/ (loss) Impact on profit/ (loss) before tax and equity
1% increase 1% decrease
Change in United States Dollar Rate $
Capital payables - - - -

The following significant exchange rates have been applied during the year

Currency Year-end spot rate (INR)
March 31, 2025 March 31, 2024 March 31, 2023
USD 85.45 83.35 82.18

(c) Price risk

The Group is mainly exposed to the price risk due to its investment in liquid mutual funds and equity investments. However, Groups equity investments are held for strategic rather than trading purposes.

There are no mutual funds as on March 31, 2025 (March 31, 2024: 0.17 million, March 31, 2023: 0.16 million)

Reservations, Qualifications, Adverse Remarks and Matters of Emphasis Included in Financial Statements

There are no reservations, qualifications, adverse remarks and matters of emphasis included in the Restated Consolidated Financial Information.

Off-Balance Sheet Arrangements

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

Related Party Transactions

We enter into various transactions with related parties. For further information see "Restated Consolidated Financial Information Note 38. Related party disclosures" on page 317.

Significant economic changes that materially affect or are likely to affect income from continuing operations

Other than as described above, to the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.

Unusual or Infrequent Events of Transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions, including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc., that, to our knowledge, may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled

"Principal Factors Affecting Our Financial Condition and Results of Operations" and the uncertainties described in the "Risk Factors" on page 30. To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our sales, revenue or income from continuing operations.

Future Relationship between Cost and Income

To the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenue.

New products or business segments / material increases in revenue due to increased disbursements and introduction of new products

As on the date of this Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

Significant dependence on single or few customers

We offer a comprehensive range of customized solutions for solar power projects, serving corporations such as Haldiram Snacks Private Limited, Ethnic Food Manufacturing, Moon Beverages Private Limited, Harrshiv Healthy Foods and SJVN Green Energy Limited. Our consultative approach allows us to tailor solutions precisely to our customers needs, optimizing their solar energy systems for efficiency and cost-effectiveness.

The following table sets forth, for the last three Fiscal Years, the revenue contribution of our top customer and top 10 customers, as well as such revenue contributions as a percentage of our revenue from operations.

Revenue from customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of total revenue from operations Amount Percentage of total revenue from operations Amount Percentage of total revenue from operations

( in million)

(%)

( in million)

(%)

( in million)

(%)

Top customer* 4,313.92 79.19 4,567.51 91.16 2,045.26 87.98
Top 10 customers 5,446.18 99.97 5,007.43 99.95 2,324.61 100.00
Total revenue from operations 5,447.65 100.00% 5,010.16 100.00 2,324.61 100.00

* Represents SJVN Green Energy Limited which is our repeated customer for each of the Fiscals

Since we are dependent on certain key customers for a significant portion of our revenue from our operations in a particular reporting period, the loss of any of such customers or a reduction in demand from such customers, for any reason, including due to loss of contracts, delay in fulfilling existing orders, failure to negotiate acceptable terms in negotiations, disputes or a loss of market share or a downturn in such customers business, if not suitably replaced with another customer, could adversely affect our business, future prospects financial condition and results of operations in that period.

For further details, refer to "Risk Factors In Fiscals 2025, 2024, and 2023, we derived 79.19%, 91.16%, and 87.98% of our revenue, respectively, from one of our key customers, SJVN Green Energy Limited. The loss of such key customer may materially and adversely affect our business, future prospects, and financial performance." on page 31.

Seasonality of business

Our business is subject to seasonal variations. Our quarterly operating results are difficult to predict and may fluctuate significantly in the future. We have experienced seasonal and quarterly fluctuations in the past, especially in the high and low wind seasons, winter months and monsoon seasons and we may experience the same in future. For example, we have historically booked majority of our revenue from operations in the second half of a particular Fiscal period.

The following factors could cause our operating results to fluctuate:

Climate change and extreme weather events can affect the performance and reliability of renewable energy systems, potentially leading to disruptions or damage to infrastructure;

occurrences of low global horizontal irradiation and fluctuating wind speed that affects our generation of solar power and wind power, respectively; and

Competitive conditions

We operate in a competitive environment and expect competition in our industry from existing and potential competitors to intensify. Please refer to the sections "Industry Overview", "Our Business", and "Risk Factors" on pages 130, 185, and 30, respectively, for further information on our industry and competition.

Significant Developments after April 1, 2025 that may affect our future results of operations

Except as disclosed in this Red Herring Prospectus, to the Companys knowledge, no circumstances have arisen since the date of the last financial statements forming part of the Restated Consolidated Financial Information as disclosed in this Red Herring Prospectus that could materially and adversely affect or are likely to affect our operations or profitability, the value of our assets or our ability to pay our liabilities within the next 12 months.

Other Income

The table below provides recurring and non recurring nature of our other income.

( in million)

Particulars Nature For the year ended March 31, 2025 For the year ended March 31, 2024 For the year ended March 31, 2023
Interest Income on
Deposits with banks Recurring 48.75 10.05 5.03
Loan Non recurring 7.24 11.27 20.05
Other non-operating income
Interest on income tax refund Non Recurring - 0.05 0.40
Profit on sale of property, plant, and equipment Non recurring - 0.19 0.00
Remeasurement of fair value of investment Non recurring - 0.01 0.01
Gain on sale of investment Non recurring 1.59 - -
Deemed gain on loss of control of subsidiary Non recurring 0.21 0.00 0.00
Gain on foreign exchange fluctuation Recurring 4.98 6.77 0.34
Liabilities no longer required written back Non recurring 0.33 4.96 0.08
Insurance claim receivable Non recurring - 11.56 0.00

 

Particulars Nature For the year ended March 31, 2025 For the year ended March 31, 2024 For the year ended March 31, 2023
Miscellaneous income Non recurring 0.10 - -
Total 63.20 44.86 25.91

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