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Vikram Solar Ltd Management Discussions

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Apr 13, 2026|05:30:00 AM

Vikram Solar Ltd Share Price Management Discussions

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Summary Statements on page 375. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 included herein is derived from the Restated Consolidated Summary Statements, included in this Red Herring Prospectus, which have been derived from our audited consolidated financial statements for Fiscal 2025, 2024 and 2023 and restated in accordance with the requirements of Section 26 of the Companies Act 2013, as amended, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see "Restated Consolidated Summary Statements" on page 375.

Unless the context otherwise requires, in this section, references to "we", "us", "the Group" or "our" refers to Vikram Solar Limited on a consolidated basis and references to "the Company" or "our Company" refers to Vikram Solar Limited on a standalone basis.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled "Strategic assessment of Indian solar power market" dated July 2025 (the "CRISIL Report") prepared and issued by CRISIL Limited, appointed by us on May 29, 2024 and exclusively commissioned and paid for by us in connection with the Offer. The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed issue), that has been left out or changed in any manner. Unless otherwise indicated, 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 calendar year. For more information, see "Risk Factors 65. Industry information included in this Red Herring Prospectus has been derived from an industry report commissioned by us for such a purpose. Accordingly, investors should not place undue reliance on or base their investment decision solely on this information" on page 88. Also see, "Certain Conventions, Presentation of Financial, Industry and Market Data" on page 18.

Overview

As of March 31, 2025, we are one of Indias largest solar photo-voltaic ("PV") modules manufacturers in terms of operational capacity, with more than 17 years of experience in the industry (Source: CRISIL Report). With 4.50 GW of installed manufacturing capacity for solar PV modules as on the date of this Red Herring Prospectus, we are one of the largest pure play module manufacturers in India and our enlisted capacity as per Ministry of New & Renewable Energys Approved List of Modules and Manufacturers ("ALMM") is 2.85 GW as of June 30, 2025 (Source: CRISIL Report). We were also featured in BloombergNEF as a Tier 1 manufacturer in the first quarter of CY 2014, and have been subsequently listed repeatedly with the latest inclusion in the first quarter of 2025. Furthermore, in May 2025 we have received the prestigious EUPD Top Brand PV Seal. We strive to deliver reliable solar solutions through high efficiency and innovative products, and we propose to achieve this through our specialized high efficiency PV module manufacturing.

We commenced our manufacturing operations in 2009 with an installed solar PV module manufacturing capacity of 12.00 MW, which has grown to 4.50 GW installed capacity as on the date of this Red Herring Prospectus. Our existing manufacturing facilities are strategically located at Falta SEZ in Kolkata, West Bengal and Oragadam in Chennai, Tamil Nadu, with access to ports, rail and roads, helping us to facilitate both our domestic as well as international operations. To meet growing demand, we are currently undertaking significant greenfield and brownfield expansion plans, which are expected to increase our installed solar PV module manufacturing capacity to up to 15.50 GW by Fiscal 2026 and up to 20.50 GW by Fiscal 2027. Furthermore, we are strategically backward integrating into the solar value chain by establishing a solar cell manufacturing facility with two units, 3.00 GW and 9.00 GW, in Gangaikondan, Tamil Nadu by Fiscal 2027 (Source: CRISIL Report). We also aim to start with a greenfield project for battery energy storage system ("BESS") with an initial capacity of 1.00 GWh in Tamil Nadu which is expandable to 5.00 GWh in Fiscal 2027, representing a strategic diversification to capitalize on the growing demand for BESS along with positioning our Company as a leader in energy generation and storage, and thereby adding to our revenues and profitability (Source: CRISIL Report). The table below sets forth details on our existing and upcoming manufacturing capacities.

Facility

Installed capacity as of March 31, 2025 Capacity additions in Fiscal 2026 Capacity additions in Fiscal 2027

Solar PV Module

Falta SEZ, Kolkata (West Bengal) 3.20 GW - 2.00 GW
Oragadam, Chennai (Tamil Nadu) 1.30 GW - -
Upcoming facility in Vallam, Tamil Nadu 5.00 GW
Upcoming facility in Gangaikondan, Tamil Nadu - 6.00 GW -
Upcoming facility in USA - - 3.00 GW

Cumulative Total

4.50 GW 15.50 GW 20.50 GW

Solar cell

Upcoming facility in Gangaikondan, Tamil Nadu - - 3.00 GW
Upcoming facility in Gangaikondan, Tamil Nadu - - 9.00 GW

Cumulative Total

- - 12.00 GW

BESS

Manufacturing plant in Oragadam, Chennai - - 5.00 GWh
(Tamil Nadu)

Cumulative Total

- - 5.00 GWh

Note: As certified by Independent Chartered Engineer vide certificate dated August 12, 2025. The ICE has, amongst other documents, relied on documents such as trade licenses, factory approval plans, permission to operate from West Bengal and Tamil Nadu Pollution Control Board, commissioning certificates of the projects, relevant documents and correspondences with the MNRE, and product certificates to arrive at the above capacities.

Furthermore, the graphic below shows our manufacturing facilities in Oragadam, Tamil Nadu and in Falta, West Bengal:

We have developed strong engineering capabilities in designing highly-automated production lines using specifically-chosen equipment, allowing us to increase the average efficiency level (i.e., a measure of electrical energy generated from a solar module to the amount of light energy from the sun that is incident on it("Efficiencies")) of our products from 17.52% in CY 2016 to 23.66 % in CY 2025 (till March 2025). This capability has also allowed us to build a strong reputation for our solar PV modules over these years, as evidenced by the Company being the first Indian company to be featured in the Kiwa Photo-Voltaic Evolution Labs ("PVEL") report in 2017 in relation to the results of our modules reliability testing and being a ‘Top Performer" for seven consecutive times in PVELs Reliability Scorecard since 2019 (Source: CRISIL Report), in various segments (namely simulated hail, thermal cycling, damp heat, UV exposure and degradation, light induced degradation, static and dynamic load, and light and elevated temperature induced degradation tests). Our capability in the solar domain extends beyond solar PV manufacturing, where in 2013, we designed and installed a 100kW installation at the Cochin International Airport, Kochi, Kerala, which is the worlds first fully solarized airport, and further we were also one of the first to execute floating solar plant in India (Source: CRISIL Report).

Our portfolio of solar energy products consists of the following high-efficiency solar PV modules: (i) p-type monocrystalline silicon based Passivated Emitter and Rear Contact ("PERC") modules; (ii) N-Type monocrystalline silicon ("N-Type") modules; and (iii) n-type monocrystalline silicon based heterojunction technology ("HJT") modules; all of these being either bifacial (glass-to-glass/ glass-to-transparent back sheet) or monofacial (glass-to-white/black back sheet) modules. Our products are also differentiated based on the cell size. In particular, our latest generation solar PV modules (including those under testing) have wattages between 395Wp and 735Wp rating. Their efficiencies range between 20.23% and 23.66% which are in line with the products available in market with similar technology (Source: CRISIL Report). Furthermore, driven by our emphasis on quality, our modules undergo highly accelerated stress tests ("HAST"), such as thermal cycling, potential induced degradation, light induced degradation, damp heat, ultraviolet exposure and degradation tests. As a result, we are able to offer 12 years product warranty (on materials and workmanship), and 27 to 30 years performance warranties (on power output) for our solar PV modules at par with global standards. (Source: CRISIL Report).

The table below sets forth details on our product offerings:

Product / Logo

Technology

Wattage (Wp) and Half Cut Cells

Maximum Efficiencies (%)

ALMM status

Description of Product

Our current offerings

HJT (Bifacial) 710-735 (G12, 132 cells) 23.66% No (upcoming by August 2025) Module with latest HJT having high Efficiency and excellent low light performance (1)
N-Type (Bifacial) 690-715 (G12, 132 cells) 610-635 (G12R, 132 cells) 605-630 (M10, 156 cells) 580-605 (M10R, 144 cells) 460-485 (M10, 120 cells) 415-440 (M10, 108 cells) 23.51% Yes (upcoming G12R & G12 by August 2025) Module with latest N-Type technology having high Efficiency and excellent low light performance; ideally suited for commercial, residential, industrial and utility-scale projects
Mono-PERC (Bifacial) 655-680 (G12, 132 cells) 590-615 (G12, 120 cells) 585-610 (M10, 156 cells) 540-565 (M10, 144 cells) 395-420 (M10, 108 cells) 22.01% Yes (M10 and G12) Maximized bifaciality gain fit for highly-reflective surface; preferred for utility-scale projects in US, Europe, MEA and India.
Mono-PERC (Bifacial) 655-680 (G12, 132 cells) 590-615 (G12, 120 cells) 540-565 (M10, 144 cells) 395-420 (M10, 108 cells) 21.89% Yes (M10) For rooftop projects with roofing material such as asphalt shingle, metal and clay tile; best suited for locations with heavy snowfall.
Mono-PERC (Monofacial) 655-680 (G12, 132 cells) 590-615 (G12, 120 cells) 540-565 (M10, 144 cells) 21.94% Yes (M10 and G12) Economical product with excellent low light response; best suited for projects with land constraints in developing markets.

Product / Logo

Technology

Wattage (Wp) and Half Cut Cells

Maximum Efficiencies (%)

ALMM status

Description of Product

490-515 (M10, 132 cells)

395-420 (M10, 108 cells)

Note:

Note:

(2) Suryava is the latest innovation from the Company, which was unveiled at Intersolar India Exhibition and Conference 2024. It is a high-performance bifacial module featuring HJT - offering lower degradation and better efficiency.

As per the CRISIL Report, in the coming years, it is expected that more advanced cell designs such as HJT, N-Type, and back contact will gain greater market shares, as they hold the potential for achieving additional efficiency gains in solar panels (Source: CRISIL Report). As such, we are building capabilities throughout all our solar PV module manufacturing lines for N-Type module production compatibility, while maintaining flexibility for such lines to also manufacture our other product offerings, such as PERC and HJT modules.

We are also focused on converging digital technologies with our manufacturing operations, such as by using artificial intelligence, cognitive modelling, machine learning, virtual reality, augmented reality and robotic process automation. Our manufacturing units are automated, utilising equipment and technologies from Japan, Germany, United States, Switzerland and China. Both our manufacturing facilities are certified under ISO 14001:2015 standard for environment management and the ISO 45001:2018 standard for occupational health and safety management systems implementation; while our Falta (West Bengal) facility is also certified ISO 9001:2015 for quality management systems, SA 8000:2014 for social accountability and ISO / IEC 27001:2013 for information security. We are also certified as per latest BIS, IEC and UL testing and certification standards from TUV Rheinland IEC 61215: 2021/ IEC 61730 - 1&2:2023 and product safety standards according to UL 61215:2021 and UL 61730 - 1&2:2022. Furthermore, our products are certified in accordance with the CAN, CSA, and Global PV CYCLE membership for module recycling (Source: CRISIL Report).

Products tested and manufactured under the certification umbrella mentioned below are typically preferred by reputed customers:

Furthermore, our R&D team has leveraged digitization and lean manufacturing initiatives that allow seamless processes, such as lean manufacturing, reducing and regulating wastage, and bringing in value engineering. In Fiscal 2025, this has enabled us to reduce the cost of poor quality by 53.33%, improve our yield by 0.05%, sustain our balance of raw material ("BORM") yield of 99.95%, reduce our specific power consumption overall by 9.81% and reduce our specific water consumption by 0.47%. In CY 2023, our R&D lab located at Falta, West Bengal was also accredited by the National Accreditation Board for Testing and Calibration Laboratories ("NABL") in accordance with ISO/IEC 17025:2017 (along with ILAC MRA), making us the second solar company in India and the first in Eastern India to get such accreditation (Source: CRISIL Report). To further our R&D efforts, we are planning to build a Centre of Excellence ("COE") in our facility at Falta (West Bengal) that will introduce, amongst other projects, a Digital Twin development project that enables real-time simulation, replicating physical processes and monitoring of our manufacturing processes in our facilities, which would then allow for predictive maintenance, process optimization and scenario testing. The below image shows the model of our equipment and our R&D lab in Falta, West Bengal, along with the certifications received:

In terms of sales and distribution, our products and services cater to multiple business divisions, helping us to diversify revenue streams, improve margins and reduce business risk. These divisions are:

(i) domestic solar PV module sales, that comprises of: (a) key customer accounts for orders with a larger volume (10MW 500MW and above) and (b) sales through distribution network for smaller retail orders, whereby we sell our products to distributors via exclusive arrangements who resell onwards to end-customers;

(ii) solar PV module export to our global key customer accounts; and

(iii) an integrated end-to-end solar energy solutions, offering engineering, procurement and construction ("EPC") services, and operations and maintenance ("O&M") services to our customers.

Within India, among all commercially available renewable energy sources, solar energy potential is the highest (Source: CRISIL Report). Indias real GDP is forecasted to grow by 6.20% in Fiscal 2026 and 6.30% in Fiscal 2027, as per the International Monetary Funds GDP Forecasts, and power demand and per capita power consumption is closely associated with a countrys GDP (Source: CRISIL Report). Furthermore, Fiscal 2026 is projected to witness an additional 25-27 GW of solar projects with robust government backing and fuelled by environmental considerations (Source: CRISIL Report). Accordingly, between Fiscals 2024 and 2030, Indias per capita electricity consumption is expected to grow at a CAGR of between 2.50% to 3.00%, and over Fiscals 2026-2030, Indias solar capacity is expected to increase by 150 to 170 GW (Source: CRISIL Report).

We have established a pan-India presence, serving 19 states and two union territories, through an extensive distributor network which from grew from 41 authorized distributors as on September 30, 2024 to 83 authorized distributors as on the date of this Red Herring Prospectus and 64 dealers as on September 30, 2024 to more than 250 dealers as on the date of this Red Herring Prospectus. In India, we have developed a significant client base purchasing our solar PV modules. Our key domestic customers include prominent government entities, such as National Thermal Power Corporation, Neyveli Lignite Corporation Limited and Gujarat Industries Power

Company Limited, and large private independent power producers ("IPPs"), such as ACME Cleantech Solutions Pvt. Ltd., Adani Green Energy Limited, AMPIN Energy Transition Private Limited, Azure Power India Private Limited, JSW Energy Limited, First Energy 7 Private Limited and Rays Power Infra Private Limited, among others.

Outside of India, the global installed solar PV capacity witnessed new installations reaching approximately 452 GW in CY 2024, a year-on-year growth rate of approximately 32%, bringing the global total installed solar PV capacity to 1,859 GW in CY 2024 (Source: CRISIL Report). Global installed solar PV capacity has grown at approximately 26% CAGR over CY 2016 to 2024, as significant fall in solar PV module prices caused solar PV as one of the most preferred electricity generation technology, leading to substantial capacity additions (Source: CRISIL Report).

We have expanded our global footprint through a sales office in the United States of America and a procurement office in China and have supplied solar PV modules to customers in 39 countries, as of March 31, 2025. Since our inception up to March 31, 2025, we have shipped over 7.12 GW of solar PV modules globally (including India) and over the last three Fiscals, we have shipped 3.37 GW of solar PV modules globally (including India). Our international customers include some of the marquee renewable energy players, including PureSky Development Inc and Sundog Solar LLC, among others. Our revenue from operations derived from our exports represented 21.63%, 61.58% and 1.00% of our revenue from operations for Fiscals 2023, 2024 and 2025, respectively.

Separately from our solar PV module sales, we have also established a sustainable EPC and O&M business division, which are aimed at providing forward integrated full life-cycle services to our customers. We have more than a decade of experience in executing EPC projects for solar plants and have more than 200 projects which have been executed or are under execution with an aggregate capacity reaching to 1.41 GW, as of March 31, 2025. Meanwhile, we provide O&M services primarily for our executed EPC projects as bundled value-add services, which is taken up by a majority of our EPC projects. However, in contrast to solar PV module sales, EPC and O&M services will not be the focus of our business and operations going forward. For further information, see

" Our business divisions" on page 295.

Our consistent improvement in our financial metrics over the last three Fiscals as shown below has been facilitated by our experienced promoters and management team. Mr. Gyanesh Chaudhary, who is our Chairman, Managing Director and one of our Promoters, has over two decades of experience in the solar industry and has won several awards, such as Visionary of the Year in leadership category in the Solar Quarter State Leadership Awards 2024 Rajasthan. He also holds prominent positions across various industry bodies, including being the Co-Chair of the Indian Chamber of Commerce ("ICC") National Expert Committee on Energy. He has also recently been appointed as the Chair of CII Eastern Region ESG Committee for Fiscal 2026. Within our Company, Mr. Gyanesh Chaudhary is accompanied by other members of our management team who have years of experience in the industry and in their respective areas of competence that we believe will help them to manage our operations and future expansion plans along with our strong technical team. Furthermore, our Chairman Emeritus Shri Hari Krishna Chaudhary was awarded the "2024 Hurun Industry Achievement Award - Visionary in Renewable Energy Solutions" at the Hurun India Awards 2025.

The table below sets forth certain key operational and financial metrics for the periods indicated:

(in million, unless otherwise indicated)

Metric

As at and for Fiscal

Sr. No.

2025 2024 2023
1. Total Rated Capacity 4,500.00 3,500.00 3,500.00
(MW)(1)
2. Module Sales (MW) (2) 1,900.03 879.20 588.13
3. Total Order book Quantity (MW)(3) 10,340.82 4,376.16 2,786.87
4. Revenue from Operations ( million)(4) 34,234.53 25,109.90 20,732.30
5. EBITDA ( Million) (5) 4,920.11 3,985.79 1,861.78
6. EBITDA Margin (%)(6) 14.37% 15.87% 8.98%
7. PAT ( Million)(7) 1,398.31 797.18 144.91
8. PAT Margin (%)(8) 4.08% 3.17% 0.70%
9. Earnings per Equity Share 4.61 3.08 0.56
(EPS) - Basic ( )(9)
10. Total Equity ( Million)(10) 12,419.89 4,454.17 3,651.95
11. Net Debt ( Million) (11) 417.02 6,926.02 6,335.85
12. Debt-Equity Ratio (Total Debt/ Equity) (No. of times)(12) 0.19 1.81 2.02
13. Return on Equity (%)(13) 16.57% 19.67% 4.05%
14. Return on Capital Employed (%)(14) 24.49% 20.76% 12.78%
15. Current ratio (in times)(15) 1.55 1.39 1.35
Notes:

Notes:

1. Total Rated Capacity (MW) refers to the aggregate installed capacity of all module manufacturing facilities in megawatts certified by Independent Chartered Engineer vide certificate dated August 12, 2025.

2. Module Sales (MW) refers to the total module sales during the year.

3. Total Order Book Quantity (MW) represents contracts which have been partly executed and/or for which a letter of award or agreement or framework agreement/ Letter of intent have been obtained certified by Independent Chartered Engineer vide certificate dated August 12, 2025.

4. Revenue from Operations ( million) is the revenue from operations as per the Restated Consolidated Summary Statements.

5. EBITDA ( million) is calculated as restated profit before exceptional items and tax, plus finance costs, depreciation, and amortisation expenses, minus other income.

6. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations, multiplied by 100.

7. PAT ( million) is the restated profit for the year as per Restated Consolidated Summary Statements.

8. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operations.

9. Earnings per Equity Share (EPS) - Basic ( ) is the profit attributable to owners of the Company divided by the weighted average number of shares. 10. Total Equity ( million) is total equity as per Restated Consolidated Summary Statements.

11. Net Debt ( million) is calculated as total debt minus cash and cash equivalents, minus unencumbered bank balances and current investments. 12. Debt-Equity Ratio (No. of times) is calculated as total debt divided by total equity (excluding non-controlling interest). Total debt is the sum of non-current and current borrowings. 13. Return on Equity (%) is calculated as PAT divided by average Total Equity, multiplied by 100. Average Total Equity is the average of opening and closing total equity. 14. Return on Capital Employed (RoCE) is calculated as Profit before Interest and Taxes as a % of Capital Employed. Capital Employed refers to sum of Total Equity minus deferred tax assets plus Total Debt plus deferred tax liabilities. Profit before Interest and Taxes is calculated as Profit before Tax plus finance costs. 15. Current Ratio is calculated as current assets divided by current liabilities.

We have also concluded raising capital on June 25, 2024 of 7,040.17 million through private placement for working capital needs and to cover expenses for upgrades and expansion. For further information, see "Capital Structure" on page 129. In particular to this Offering, we intend to use a majority portion of our Net Proceeds to establish an integrated 3.00 GW solar cell and 3.00 GW solar module manufacturing facility for our existing product portfolio in Tamil Nadu in phase-I ("Phase-I") and to expand the manufacturing capacity of the solar module manufacturing facility set up under Phase-I from 3.00 GW to 6.00 GW, in phase-II ("Phase-II"). In this regard, for the Phase-I, we have received a letter of award dated April 18, 2023 under the Production Linked Incentive ("PLI") scheme for setting up this facility as it classifies as a cell-and-module integrated plan under such scheme. We will be entitled to receive certain subsidies over five years from the scheduled commercial operations date of the facility, provided the adherence of certain parameters under the scheme. In relation to this, on May 22, 2024, we have applied for an extension of our scheduled COD to April 18, 2026 (i.e., an 18-month extension from the original COD in the letter of award). For the Phase-I, we could also benefit from the additional incentives offered by the state government of Tamil Nadu for electronic hardware manufacturing under which we would be eligible to claim various subsidies such as capital subsidy, electricity duty exemption, interest subsidy, training subsidy and a stamp duty exemption which form a substantial portion of our project capital expenditure. In relation to Phase-II, we are currently not availing and do not intend to avail any incentives or subsidies for Phase-II, including incentives offered through MSIPS.

Furthermore, the Indian Renewable Energy Development Agency Limited ("IREDA") has also extended financing of 17,000.00 million pursuant to its sanction letter dated September 23, 2024 to enable our wholly owned subsidiary VSL Green Power Private Limited to set up Phase-I of our upcoming facility in Tamil Nadu. As required under the said sanction letter, the capital and/ or interest subsidy received under the PLI Scheme and the incentives received from the Government of Tamil Nadu for the Phase-I shall be utilised towards the prepayment of the loan only, till it is fully repaid.

Our business is also environmentally focused and we strive towards facilitating a carbon free future using our solar PV modules, which is an environment friendly method of power generation. Vikram Solar is one of the four Indian companies with net-zero commitment under the alternative energy sector endorsed by the UN Global Compact ("UNGC") (Source: CRISIL Report). The UNGC encourages companies to align their strategies and operations with ten universal principles related to human rights, labour, environment and anti-corruption, and take actions that advance societal goals and the implementation of the sustainable development goals ("SDGs"). Such endorsement underlines our values and commitment to the society together with pursuing our long-term success. The UNGC can also help businesses to commit, assess, define, implement, measure and communicate their sustainability strategies. The certificate below shows our role as part of the UNGC:

We are also endorsed by Science Based Target Initiative ("SBTI") with our strategies aligned with the goals of the Paris Agreement, as science-based targets could accelerate the transition to a low carbon economy and avoid the worst effects of climate change.

We received the EcoVadis "Platinum Medal" in May 2025 and ranked amongst the top 1% of organisations evaluated worldwide, and are the first in its sector at the Group level to receive the EcoVadis "Platinum Medal". This shows our strong commitment towards sustainable growth, driven by various resource management initiatives, energy & water efficient projects, transitioning to renewable sources.

Vikram Solar is now a founder member of the Indian Green Building Council ("IGBC"). This is lifetime membership to participate in IGBCs key conferences & programs across India.

Our Company is a recipient of the CII EHS Excellence Silver Award 2024, which is a recognition towards our commitment to environmental, health, and safety excellence.

We have received several awards in recognition of our products and operations, including the "Best Green Energy Initiative Company of the Year" award at Dare to Dream Awards in 2022; "Smart Technology Innovation of the Year (Modules)" categories at the Utility Solar Show India Leadership Awards 2023 by Solar Quarter; "Company of the Year: Module (Platinum)" category in Distributed Solar Leadership Awards; Gold Medal in the 10th edition of the National Awards for Manufacturing Competitiveness (NAMC 2023-24) by International Research Institute for Manufacturing; CII Southern Region EHS Excellence Award 2023 for Oragadam Manufacturing Factory; Commendation Award under Category Renewable Energy Excellence Award Solar Module Manufacturing at the 5th Green Urja and Energy Efficiency event by Indian Chamber of Commerce; Deloitte Enterprise Growth Award 2025; and Gold Rank by Quality Circle Forum of India at the 37th Annual Chapter Convention on Quality Concepts, Kolkata, as shown below:

Significant Factors Affecting our Results of Operations and Financial Condition

Expansion of our manufacturing capabilities and backward integration plans

To meet growing demand, we are currently undertaking significant greenfield and brownfield expansion plans, which are expected to increase our installed manufacturing capacity to up to 15.50 GW by Fiscal 2026 and up to 20.50 GW by Fiscal 2027. Furthermore, we are strategically backward integrating into the solar value chain by establishing a 3.00 GW solar cell manufacturing facility in Tamil Nadu and further expand cell manufacturing facility to 12.00 GW by Fiscal 2027. Through our growth, we expect to realize cost savings through centralized deployment and management of engineering, maintenance, accounting and other support functions.

A substantial part of our raw materials, including solar cells, are imported from China, East Asian and South East Asian countries, as shown in the table below:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

Amount Percentage of total purchases Amount Percentage of total purchases Amount Percentage of total purchases
( million) (%) ( million) (%) ( million) (%)

Cost of imported materials from China, East Asian and South East Asian countries

11,967.87 80.68% 10,427.77 61.42% 6,542.70 57.47%

In order to reduce our dependence on imported solar cells and third-party solar cell suppliers in India, we intend to implement backward integration measures by commencing manufacture of solar cells. In addition, we receive benefits under the Industrial Policy of the Tamil Nadu government for setting up integrated project capacity of solar cells and solar PV modules by making investment and employment generation commitments in the state under which we would be eligible for claiming various subsidies such as special capital subsidy, payroll subsidy, training subsidy and stamp duty reimbursement which form a substantial portion of our project capital expenditure.

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

Regulatory landscape and policies

The solar energy industry in which we operate is subject to constant change. Our business is heavily dependent on the GoI and state government policies that encourage establishment and adoption of solar energy projects. For further information, see "Risk Factors 71. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may adversely affect our business, financial condition, results of operations, cash flows and prospects" on page 91. In particular, the solar energy industry benefits from various incentives provided by the GoI. For example, government projects are only permitted to procure solar PV modules of certain quality and specification from a limited number of select suppliers identified in the ALMM prepared by MNRE, of which we are a member. Furthermore, we were successful in our PLI Scheme bid (through letter of award dated April 18, 2023) for 2.40 GW of high efficiency Solar PV modules which will be backward integrated into cell production. Such scheme would provide us with production-based incentives of 5,285.40 million over five years post its scheduled COD. In relation to this, on May 22, 2024, we have applied for an extension of our scheduled COD to April 18, 2026 (i.e., an 18-month extension from the original COD in the letter of award).

Therefore, if any of these benefits or policies are adversely amended or eliminated, or if we are unable to meet the requirements to receive these benefits, or if funding for these incentives is reduced, or if governmental support of the solar industry 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 approvals and licences, and may also require us to alter our business strategy, or implement onerous requirements and conditions on our operations.

Cost of materials consumed

Our ability to remain competitive and profitable depend on our ability to source and maintain a stable and sufficient supply of raw materials at cost effective prices. Historically, prices of modules along with basic raw material costs have fallen. However, for example during COVID-19, there were increases in prices of metals and other materials used in raw materials such as aluminium, silver, cells, wafers, EVA, glass and polysilicon which had a significant effect on the cost of raw materials and consequently our gross margins. The table below sets forth our cost of raw materials purchased as a percentage of our total expenses for Fiscals 2025, 2024 and 2023.

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

Amount Percentage of total expenses Amount Percentage of total expenses Amount Percentage of total expenses
( million) (%) ( million) (%) ( million) (%)
Cost of raw materials purchased 14,834.49 45.75% 16,977.93 70.59% 11,385.16 54.92%

Our total procurement for Fiscal 2025 is 25,928.93 million, of which 10,971.06 million pertains to trading module procurement and remaining and 123.39 million relates to other trading item procurement such as inverter, transformer and cables. These trading purchases have been net off from total procurement and balance has been shown here as raw material procurement.

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 suppliers.

Export sales

We have a strong global footprint through sales offices in the United States of America and a procurement office in China and have a business presence in 39 countries, as on the date of this Red Herring Prospectus. The table below shows our export sales and its percentage of our total revenue from operations in the respective periods:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

Amount Percentage of total revenue Amount Percentage of total revenue Amount Percentage of total revenue
( million) (%) ( million) (%) ( million) (%)
Total export sales 340.84 1.00% 15,462.55 61.58% 4,484.87 21.63%

Each country to which we export our products applies their respective import policies, including in relation to renewable energy products. Any change in such policies, including the imposition of any relevant anti-dumping duties may require significant attention of our management to reevaluate the economic feasibility of continuing exports to such country. Similarly, we may have limited or no experience in marketing and managing exports of our products to new geographies, which again may require considerable management attention and resources for managing our growing business in such markets.

Due to surge in domestic demand of PV module post enforcement of ALMM and basic customs duty ("BCD") in India, there was abundant demand for solar PV modules in domestic markets, and therefore, we had access to more direct channels for sales for module supply. Following this policy change, we have focused more on our domestic Order Book and allocated capacities to marquee domestic customers in Fiscal 2025. Accordingly, our export revenue declined by 97.80% from 15,462.55 million in Fiscal 2024 to 340.84 million in Fiscal 2025.

Import restrictions and duties

A substantial part of our raw materials, including solar cells, are imported from China and certain East Asian and South East Asian countries. Any restrictions, either from the central or state/provincial governments or from any other authorized bilateral or multilateral organizations, including the exporting country in which our principal suppliers are located, may adversely affect our business. Furthermore, reciprocal tariffs announced by the United States on April 2, 2025 may have an impact on our cost of raw materials. For further details see "Risk Factors

12. Our exports, which as of Fiscal 2025, Fiscal 2024 and Fiscal 2023 represented 1.00%, 61.58%, and 21.63%, respectively, of our total revenue, may be dependent on the policies passed by the governments of importing countries, in particular, the United States, since in Fiscal 2025, Fiscal 2024 and Fiscal 2023, 96.60%, 99.22%, and 83.80%, respectively, of our total export sales is derived from the United States. Any unfavourable change in policies including any imposition of additional duties, pre-conditions or prohibitions imposed by the United States may adversely affect our business, results of operations, and prospects" on page 52. The table below indicates our cost of imported materials and its percentage of our total purchases for the periods indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

Amount Percentage of total purchases Amount Percentage of total purchases Amount Percentage of total purchases
( million) (%) ( million) (%) ( million) (%)
Cost of imported materials from China, East Asian and South East Asian countries 11,967.87 80.68% 10,427.77 61.42% 6,542.70 57.47%
Cost of imported materials from other countries 0.02 0.00% 0.00 0.00% 26.57 0.23%

Imported procurement

11,967.89 80.68% 10,427.77 61.42% 6,569.27 57.70%
Domestic procurement 2,866.60 19.32% 6,550.16 38.58% 4,815.88 42.30%

Total*

14,834.49 100.00% 16,977.93 100.00% 11,385.16 100.00%

Note:

Note:

* Our total procurement for Fiscal 2025 is 25,928.93 million, of which 10,971.06 million pertains to trading module procurement and remaining and 123.39 million relates to other trading item procurement such as inverter, transformer and cables. These trading purchases have been net off from total procurement and balance has been shown here as raw material procurement.

Furthermore, the Government of India, in the Union Budget for Fiscal Year 2023 has imposed Basic Custom Duty of 40% on imported solar PV modules and 25% on imported solar cells from April 1, 2022. The BCD on solar cells has been revised from 25.00% to 20.00%, and on solar modules from 40.00% to 20.00%, effective from 2 February 2025. While this lowers the BCD payable on imports of solar cells and modules, the government has simultaneously imposed an agricultural and infrastructure development cess on solar cells and solar modules at 7.50% and 20.00%, respectively. As a result, the total duty burden on import of such goods appears to remain largely unchanged to the effect that solar cells will continue to attract a 27.50% effective duty and solar modules will attract an effective duty of 40.00% (a slight reduction from earlier effective rate of 44.00%). The imposition of Basic Custom Duty of 40.00% on solar PV modules will benefit the domestic manufacturers like us in improving our revenue and operating margins. However, imposition of import duty on solar cells will directly impact our cost of materials consumed and profitability unless we are able to pass on the impact of such duty on to our customers or are successful in implementing our backward integration plan of producing our own solar cells by such time in a cost-effective manner or procure solar cells from some domestic producers. Any further adverse change in the import policy by the GoI on our raw materials may impact our results of operations and financial condition. Further, additional duties on plant and machinery that we require for our proposed integrated facility in Tamil Nadu may also adversely affect our strategic expansion plans.

Competition

As a solar module manufacturer in India, we compete with other Indian module manufacturers. See "Our Business Competition" and "Industry Overview" on pages 313 and 202, respectively. A few competitors have undertaken initiatives for higher backward integration which would enable them to compete on costs and have better margin performance. In line with our strategic expansion plans, we are also seeking to establish a new integrated facility in Tamil Nadu for manufacturing of solar PV modules having backward integration with solar cells and a standalone solar cell manufacturing facility in Tamil Nadu. Furthermore, 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.

Customer relationships

The identity and correspondingly revenues from any particular customer or our top five customers or top ten customers may vary between financial reporting periods or years depending on the nature and term of ongoing contracts with such customers. Our revenue from the operations of our top five customers and top ten customers for Fiscals 2025, 2024 and 2023 are as set out in the table below:

Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

Amount Percentage of revenue from operations Amount Percentage of revenue from operations Amount Percentage of revenue from operations
( million) (%) ( million) (%) ( million) (%)
Top five customers 26,530.69 77.50% 19,116.08 76.13% 13,387.19 64.57%
Top ten customers 30,371.75 88.72% 22,443.56 89.38% 16,148.12 77.89%

Top ten customers 30,371.75 88.72% 22,443.56 89.38% 16,148.12 77.89%

Thus, we are reliant on key customers for our business and therefore any adverse developments in our relationships with our key customers or a significant reduction in business from any such key customer may adversely impact our results of operations, prospects and financial condition.

Presentation of Financial Information

Our Restated Consolidated Summary Statements have been compiled from: our audited consolidated financial statements as at and for the years ended March 31, 2025, 2024 and 2023 prepared in accordance with the Indian

Accounting Standards (Ind AS) 34 "Financial Reporting", as prescribed under Section 133 of the Companies Act,

2013, read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other accounting principles generally accepted in India.

Summary of Material Accounting Policies

We believe that the estimates used in the preparation of the Restated Consolidated Summary Statements are prudent and reasonable. Information about estimates and judgements made in applying accounting policies that have the most significant effect on the amounts recognized in the Restated Consolidated Summary Statements are as follows:

Revenue Recognition

Sale of goods and rendering of services:

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We have concluded that it is the principal in our revenue arrangements because it typically controls the goods or services before transferring them to the customer.

Revenue from sales of goods is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery.

Revenues from turnkey contracts, which are generally time bound fixed price contracts are recognised over the life of the contract using the proportionate completion method with contract costs of determining the degree of completion. Foreseeable losses on such contracts are recognised when probable.

Revenue on installation and commissioning contracts are recognised as per the terms of contract. Revenue from maintenance contracts are recognised pro rata over the period of the contract.

Other Operating revenues

Exports entitlements are recognised when the right to receive such incentives as per the applicable terms is established, in respect of the exports made and when there is no significant uncertainty regarding the ultimate realisation/ utilization of such incentives.

Other Income

Interest Income is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, we estimate the expected cash flows by considering all the contractual terms of the financial instrument.

Dividend income is recognised when our right to receive dividend is established by the reporting date.

Insurance claims are accounted for on the basis of claims admitted/ expected to be admitted and to the extent there is no uncertainty in receiving the claims.

Property, plant and equipment and useful life of property, plant and equipment and intangible assets

Property, Plant and Equipment, Capital Work in Progress is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost comprises of purchase price (net of tax credits), borrowing costs, if capitalization criteria are met, commissioning expenses, etc. up to the date the asset is ready for its intended use.

Freehold land is not depreciated.

Expenditure directly attributable to expansion projects is capitalized. Trail Run expenditure, Administrative, general overheads and other indirect expenditure (including borrowing costs) incurred during the project period which are not related to the project nor are incidental thereto, are expensed off when that are incurred.

Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to us and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to Statement of Profit and Loss during the year in which they are incurred.

Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current assets and the cost of assets not put to use before such date are disclosed under ‘Capital work-in-progress.

Depreciation methods, estimated useful lives

Depreciation is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management, which are in line with the rates prescribed in the Schedule II of the Companies Act, 2013.

Property, plant and equipment

Useful Life
Building 30 years
Furniture and Fixtures 10 years
Vehicles 8- 10 years
Office Equipment 3-5 years
Plant & Machinery 5 years
Electrical Installation 10 years
Computers & Accessories 3-6 years

We, based on technical assessment made by technical expert and management estimate, depreciates certain items of tools, plant & machinery and other handling equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. Our management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

The Company re-asses the estimated useful life every reporting period and in case of change in estimated life, depreciation is provided prospectively over the remaining useful life of such assets.

Intangible Assets

Acquired intangible assets are initially measured at cost and subsequently at cost less accumulated amortization and accumulated impairment loss, if any.

Amortization of Intangible assets

Intangibles are amortized on a straight line basis over the useful lives as given below, which is based on the management estimates.

Intangible assets

Useful Life
Computer Software 5 years
Trade Mark & Copyrights 3 years
Product Certifications 3 5 years

Intangible assets are amortized over their respective useful economic lives and assessed for impairment whenever there is an impairment indicator. The amortization expense and the gain or loss on disposal, is recognized in the statement of profit and loss.

Impairment of Financial assets

We assess on a forward looking basis, the expected credit losses associated with its assets carrying at amortized cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables only, we apply the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Estimation of Provisions and contingencies

Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date.

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

Present obligations arising under onerous contracts are recognised and measured as provisions.

Provisions for the expected cost of warranty obligations on sale of goods are recognised at the date of sale of relevant products, at our management best estimate of the expenditure required to settle our obligation. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise.

Disclosure of contingent liability is made 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 our control 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.

Employee Benefits

A. Short term employee benefits

Liabilities for short term employee benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees service up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefits payable in the balance sheet.

B. Post-employment benefits

(i) Defined contribution plan

Contributions under Defined Contribution Plans payable in keeping with the related schemes are recognised as expenses for the period in which the employee has rendered the service.

(ii) Defined benefit plans

Gratuity: We provide for gratuity, a defined benefit plan covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary. Our liability is actuarially determined (using the Projected Unit Credit method) at the end of each year.

Re-measurements, 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 recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. We recognise the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

(i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

(ii) Net interest expense or income

Compensated absence: We provide for the sick leave and encashment of earned leave or leave with pay subject to certain rules. The employees are entitled to accumulate earned leave and sick leave subject to certain limits, for future utilization or encashment. The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured annually by actuaries as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in the statement of profit and loss.

Share based payment: The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the wards. The amount recognised as expense is based on the estimate of the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and nonmarket vesting conditions at the vesting date.

Leases

We assess 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.

As a lessee

We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognise lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

(i) Right-of-use assets

We recognise 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 recognised, 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.

(ii) Lease Liabilities

At the commencement date of the lease, we recognise 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.

In calculating the present value of lease payments, we use our 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.

(iii) Short-term lease and lease of low-value assets

We apply the short-term lease recognition exemption to our short-term leases of machinery and equipment (i.e., those leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of offices, warehouse, equipment, etc. that are of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Fair value measurements

In determining the fair value of financial instruments, we use a variety of method and assumptions that are based on market conditions and risk existing at each reporting date. The methods used to determine fair value includes discounted cash flow analysis and available quoted market prices. All method of assessing fair value result in general approximation of fair value and such value may never actually be realized.

Investments in units of mutual funds are accounted for at fair value and the changes in fair value are recognised in the Consolidated Statement of Profit and Loss.

Taxes

(a) Current income tax

Current tax assets and liabilities are measured at the amount expected to be recovered 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 year-end date. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Our management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

(b) Deferred tax

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the year and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses and tax credits only if it is probable that future taxable amounts will be available to utilize those temporary differences, losses and tax credits. The carrying amount of deferred tax assets is reviewed at each Balance Sheet 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 offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

In the situations where we are entitled to a tax holiday under the Income Tax Act, 1961, no deferred tax (asset or liability) is recognised in respect of temporary differences which reverse during the tax holiday period, to the extent our gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of temporary differences which reverse after the tax holiday period is recognised in the year in which the temporary differences originate. However, we restrict the recognition of deferred tax assets to the extent that it has become probable that sufficient future taxable profits will be available against which such deferred tax assets can be realised. For recognition of deferred taxes, the temporary differences which originate first are considered to reverse first.

In case of tax payable as Minimum Alternative Tax ("MAT") under the provisions of the Income-tax Act, 1961, the credit available under the Act in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that our Company will pay normal income tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognised as a deferred tax asset is reviewed at each balance sheet date and written down to the extent the aforesaid convincing evidence no longer exists.

Current and deferred tax is recognized in Statement of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Current versus non-current classification

All assets and liabilities have been classified as current or non-current as per our operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013 (as amended). Based on the nature of operation and the time between the rendering of supply & services and their realization in cash and cash equivalents, we have ascertained our operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.

Principal Components of Income and Expenditure

Income

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

Revenue from Operations

Revenue from operations comprise of:

(i) revenue from sale of goods, which primarily includes (a) sale of our solar PV modules, and (b) certain sales from EPC contracts, comprising sale of solar PV modules for EPC projects, and other balance of materials for execution of EPC projects;

(ii) sale of services, primarily relating designing and engineering services for EPC projects, construction and ancillary services provided on our EPC projects and O&M services; and

(iii) other operating revenue includes export incentives.

Other Income

Other income includes (i) interest received on financial assets carried at amortised cost; (ii) profit/ loss on sale of investments; (iii) government grant related to property, plant and equipment; and (iv) other miscellaneous income.

Expenses

Our expenses comprise (i) cost of materials and services consumed, primarily relating to cost of raw materials used in the manufacture of our solar PV modules, balance of materials for execution of EPC projects and services used in EPC and O&M contracts ; (ii) changes in inventories of finished goods and work-in-progress; (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortisation expenses; and (vi) other expenses.

Costs of materials and services consumed

Cost of material consumed consists of materials used in the manufacture of solar PV modules and execution of EPC projects, primarily solar cells, glass, EVA, backsheets, junction box, cables, inverter, structure, transformer, engineering, construction & ancillary services for EPC projects and operation & maintenance expenses, etc.

Employee Benefits Expense

Employee benefits expense primarily comprises salaries, wages and bonus including directors remuneration, contribution to provident and other funds, gratuity expense, employee stock option plan expenses, and staff welfare expenses.

Finance Costs

Finance cost refers to (i) interest expense on borrowings and lease liabilities; and (ii) other borrowing costs. This excludes capitalized costs during the year.

Depreciation and amortisation expenses

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

Other expenses

Other expenses primary comprises (i) freight and warehousing costs; (ii) consumption of packaging materials and stores and spares; (iii) Power & Fuel; and (iv) professional fees.

Non-GAAP Measures

Earnings before Interest, Taxes, Depreciation and Amortization Expenses ("EBITDA")/EBITDA Margin

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

Results of Operations

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

(in million)

Particulars

Fiscal
2025 2024 2023

Income

Revenue from operations 34,234.53 25,109.90 20,732.30
Other income 360.74 129.72 186.81

Total Income

34,595.27 25,239.62 20,919.11

Expenses

Cost of materials and services consumed 25,898.05 16,760.17 17,173.52
Changes in inventories of finished goods and (352.08) 28.97 (1,006.80)
work-in-progress
Employee benefits expense 1,243.64 962.86 912.08
Finance costs 1,547.20 1,546.15 1,220.48
Depreciation and amortisation expense 1,560.02 1,380.09 639.37
Other expenses 2,524.81 3,372.11 1,791.72

Total expenses

32,421.64 24,050.35 20,730.37

Profit/ (Loss) before tax and exceptional items

2,173.63 1,189.27 188.74
Exceptional Items - 116.44 -

Profit/ (Loss) before tax

2,173.63 1,072.83 188.74

Tax expenses/ (credit)

Current tax 383.01 197.69 47.62
Income Tax of earlier years - (1.09) (2.06)
Deferred tax 392.31 79.05 (1.73)

Profit/ (Loss) for the year

1,398.31 797.18 144.91

Other comprehensive income/ (loss) for the year

Items that will not be reclassified to profit or loss

Remeasurement gains/ (losses) on defined benefit obligations (5.53) (9.65) 4.13
Income tax effect on the above 1.79 3.37 (1.44)

Items that will be subsequently reclassified to profit or loss

Exchange differences on foreign operations (15.76) 11.32 (8.52)

Total other comprehensive income/ (loss), net of taxes

(19.50) 5.04 (5.83)

Total comprehensive income/ (loss) for the year

1,378.81 802.22 139.08

Fiscal 2025 compared to Fiscal 2024

Income

Total income increased by 37.07% to 34,595.27 million in Fiscal 2025 compared to 25,239.62 million in Fiscal 2024, primarily due to an increase in revenue from operations by 36.34% from 25,109.90 million in Fiscal 2024 to 34,234.53 million in Fiscal 2025.

Revenue from Operations

Revenue from operations increased by 36.34% from 25,109.90 million in Fiscal 2024 to 34,234.53 million in Fiscal 2025. This growth was primarily driven by an increase in the volume of module sales in the domestic market. Our domestic revenue saw an increase of 251.33% from 9,647.36 million in Fiscal 2024 to 33,893.69 million in Fiscal 2025. This was mainly due to a surge in domestic demand of PV module post enforcement of ALMM and imposition of BCD in India on solar PV modules, which provided us with access to more direct channels for sales of module supply. Accordingly, there was an increase in our revenue from the sale of solar PV module in Fiscal 2025. For the same reason, export revenue declined by 97.80% from 15,462.55 million in Fiscal 2024 to 340.84 million in Fiscal 2025, as we focused more on our domestic Order Book and allocated capacities to marquee domestic customers. Furthermore, due to unavailability of supply chain traceability for US exports we were not able to freely export our products during Fiscal 2025.

Other Income

Other income increased by 178.09% from 129.72 million in Fiscal 2024 to 360.74 million in Fiscal 2025. This substantial growth was primarily driven by (i) increase in interest income from fixed deposit by 137.98%, from 57.95 million in Fiscal 2024 to 137.91 million in Fiscal 2025, mainly attributable to an increase in fixed deposits, corresponding to higher procurement facilitated through letters of credit, and (ii) increase in government grants by 327.06%, from 33.26 million to 142.04 million, primarily due to additional grants sanctioned and disbursed during Fiscal 2024.

Expenses

Total expenses increased by 34.81% from 24,050.35 million in Fiscal 2024 to 32,421.64 million in Fiscal 2025, primarily due to an increase in cost of goods sold and employee benefit expense. This was offset by decrease in other expenses. The detailed reasons for each of these changes are as below.

Cost of Materials and Services Consumed including Changes in Inventories of Finished Goods and work-in-progress

Cost of materials and services consumed (including change in inventories of finished goods and work-in-progress) increased by 52.16% from 16,789.14 million in Fiscal 2024 to 25,545.97 million in Fiscal 2025 due to increase in revenue from operations, leading to a corresponding increase in cost of material and services consumed including changes in inventories of finished goods and work-in-progress.

Employee Benefit Expenses

Employee benefit expenses increased by 29.16% from 962.86 million in Fiscal 2024 to 1,243.64 million in Fiscal 2025, primarily due to an increase in salaries, wages and bonus (including Directors remuneration) from 884.61 million in Fiscal 2024 to 1,090.75 million in Fiscal 2025, primarily on account of increments provided during the year and an accrual of employee stock option plan of 60.45 million in Fiscal 2025. As a result of same, there was also an increase by 13.47% in contribution to provident and other funds from 29.10 million in Fiscal 2024 to 33.02 million in Fiscal 2025, increase in gratuity expense by 33.08% from 9.07 million in Fiscal 2024 to 12.07 million in Fiscal 2025, increase in staff welfare expenses by 18.12% from 40.08 million in Fiscal 2024 to 47.35 million in Fiscal 2025.

Finance Costs

Finance costs remained similar, recording an increase of 0.07%, from 1,546.15 million in Fiscal 2024 to 1,547.20 million in Fiscal 2025, despite increase in revenue from operations by 36.34% due to effective working capital management, and reduction in average cost of borrowing.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses increased by 13.04% from 1,380.09 million in Fiscal 2024 to 1,560.02 million in Fiscal 2025, primarily due to addition of property, reassessment of useful life of existing assets plant and equipment for upgradation of Chennai plant and addition of new capacity in Falta plant in Fiscal 2025. The total addition to property, plant and equipment in Fiscal 2025 was 1,839.89 million.

Other Expenses

Other expenses decreased by 25.13% from 3,372.11 million in Fiscal 2024 to 2,524.81 million in Fiscal 2025, primarily due to (i) decrease in freight and warehousing expenses from 1,036.79 million in Fiscal 2024 to 597.24 million in Fiscal 2025 due to decrease in export volume, (ii) a decrease in allowance for expected credit loss from 689.15 million in Fiscal 2024 to 245.63 million in Fiscal 2025,(iii) a decrease in marketing and selling expenses from 259.22 million in Fiscal 2024 to 208.82 million in Fiscal 2025, and (iv) a decrease in foreign exchange fluctuation from 111.11 million in Fiscal 2024 to 56.76 million in Fiscal 2025.

Profit before tax

Profit before tax increased by 102.61% from 1,072.83 million in Fiscal 2024 compared to 2,173.63 million in Fiscal 2025

Tax Expenses

Current tax expenses increased from 197.69 million in Fiscal 2024 to 383.01 million in Fiscal 2025. Deferred tax expenses increased from 79.05 million in Fiscal 2024 to 392.31 million in Fiscal 2025. As a result, total tax expense amounted to 775.32 million in Fiscal 2025 compared to 275.65 million in Fiscal 2024. This was primarily on account of the 102.61% increase in profit before tax in Fiscal 2025 as compared to Fiscal 2024.

Profit for the Year

Profit for the year increased by 75.41% from 797.18 million in Fiscal 2024 to 1,398.31 million in Fiscal 2025.

Total Comprehensive Income for the Year

Total comprehensive income for the year increased by 71.87% from 802.22 million in Fiscal 2024 to 1,378.81 million in Fiscal 2025.

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

EBITDA was 4,920.11 million as of March 31, 2025 compared to an EBITDA of 3,985.79 million as of March 31, 2024 while EBITDA margin (EBITDA as a percentage of our revenue from operations) was 14.37% as of March 31, 2025 as compared to 15.87% as of March 31, 2024.

Fiscal 2024 compared to Fiscal 2023

Income

Total income increased by 20.65% to 25,239.62 million in Fiscal 2024 compared to 20,919.11 million in Fiscal 2023, primarily due to an increase in revenue from operations by 21.11% from 20,732.30 million in Fiscal 2023 to 25,109.90 million in Fiscal 2024.

Revenue from Operations

Revenue from operations increased by 21.11% from 20,732.30 million in Fiscal 2023 to 25,109.90 million in Fiscal 2024, primarily on account of increase in volume in both domestic and export. Our domestic revenue increase by 71.79% from 5,226.61 million in Fiscal 2023 to 8,978.59 million in Fiscal 2024, while our export revenue increased by 244.77% from 4,484.87 million in Fiscal 2023 to 15,462.55 million in Fiscal 2024. This was offset by decrease in EPC revenue by 93.93% from 11,018.31 million in Fiscal 2023 to 668.76 million in Fiscal 2024 due to completion of major EPC projects in Fiscal 2023.

Other Income

Other income decreased by 30.56% from 186.81 million in Fiscal 2023 to 129.72 million in Fiscal 2024. This has been primarily on account of government grant related to EPCG licence utilization of 77.55 million in Fiscal 2023. This was partially offset by an increase in interest on fixed deposits by 27.47% from 45.46 million in Fiscal 2023 to 57.95 million in Fiscal 2024, which can be attributed to factors such as the tenure of the fixed deposits and the variation in existing interest rates that vary between the banks providing the fixed deposits.

Expenses

Total expenses increased by 16.02% from 20,730.37 million in Fiscal 2023 to 24,050.35 million in Fiscal 2024, primarily due to an increase in other expenses by 88.21% from 1,791.72 million in Fiscal 2023 to 3,372.11 million in Fiscal 2024.

Cost of Materials and Services Consumed including Changes in Inventories of Finished Goods and work-in-progress

Cost of materials and services consumed (including change in inventories of finished goods and work-in-progress) increased by 3.85% from 16,166.72 million in Fiscal 2023 to 16,789.14 million in Fiscal 2024 due to increase in revenue from operations, which was offset by decrease in prices of major raw materials namely solar cells.

Employee Benefit Expenses

Employee benefit expenses increased by 5.57% from 912.08 million in Fiscal 2023 to 962.86 million in Fiscal 2024, primarily due to an increase in salaries, wages and bonus from 827.50 million in Fiscal 2023 to 884.61 million in Fiscal 2024, primarily on account of increments provided during the year. As a result of same, there was also an increase by 38.90% in contribution to provident and other funds from 20.95 million in Fiscal 2023 to 29.10 million in Fiscal 2024.

Finance Costs

Finance costs increased by 26.68% from 1,220.48 million in Fiscal 2023 to 1,546.15 million in Fiscal 2024, primarily, which was a result of an increase in total borrowings (non-current and current) from 7,377.87 million in Fiscal 2023 to 8,083.33 million in Fiscal 2024, coupled with increase in utilization of non-fund based limits in Fiscal 2024.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses increased by 115.85% from 639.37 million in Fiscal 2023 to 1,380.09 million in Fiscal 2024, primarily due to capitalization of property, plant and equipment for upgradation of one of the existing Falta plant in the second half of the Fiscal 2023 and re-assessment of useful life of certain property, plant and equipment. Total addition to property, plant and equipment in Fiscal 2023 was 1,364.35 million.

Other Expenses

Other expenses increased by 88.21% from 1,791.72 million in Fiscal 2023 to 3,372.11 million in Fiscal 2024, primarily due to (i) an increase in freight and forwarding expenses from 445.89 million in Fiscal 2023 to 1,036.79 million in Fiscal 2024, as a result of increase in export volume, (ii) an increase in allowance for expected credit loss from 24.69 million in Fiscal 2023 to 689.15 million in Fiscal 2024 and (iii) an increase in marketing and selling expenses from 43.56 million in Fiscal 2023 to 259.22 million in Fiscal 2024.

Profit before tax

Profit before tax increased by 468.40% from 188.74 million in Fiscal 2023 compared to 1,072.83 million in Fiscal 2024.

Tax Expenses

Current tax expenses increased from 47.62 million in Fiscal 2023 to 197.69 million in Fiscal 2024. Deferred tax expenses also increased from (1.73) million in Fiscal 2023 to 79.05 million in Fiscal 2024. Income tax of earlier years also increased from (2.06) million in Fiscal 2023 to (1.09) million in Fiscal 2024. As a result, total tax expense amounted to 275.65 million in Fiscal 2024 compared to 43.83 million in Fiscal 2023. This was primarily on account of the 468.40% increase in profit before tax in Fiscal 2024 as compared to Fiscal 2023.

Profit for the Year

Profit for the year increased by 450.10% from 144.91 million in Fiscal 2023 to 797.18 million in Fiscal 2024.

Total Comprehensive Income for the Year

Total comprehensive income for the year increased by 476.80% from 139.08 million in Fiscal 2023 to 802.22 million in Fiscal 2024.

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

EBITDA was 3,985.79 million as of March 31, 2024 compared to an EBITDA of 1,861.78 million as of March 31, 2023 while EBITDA margin (EBITDA as a percentage of our revenue from operations) was 15.87% as of March 31, 2024 as compared to 8.98% as of March 31, 2023.

Liquidity and Capital Resources

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

Cash Flows

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

Fiscal

Particulars

2025 2024 2023
( million)
Net cash generated/ (used) from operating activities 2,986.75 1,520.24 1,954.30
Net cash generated/ (used) from investing activities (1,688.38) (636.91) (1,105.06)
Net cash generated/ (used) from financing activities (997.18) (810.26) (1,022.23)

Net increase/(decrease) in cash and cash equivalents

301.19 73.07 (172.99)

Operating Activities

Fiscal 2025

In Fiscal 2025, net cash generated from operating activities was 2,986.75 million. Restated profit before tax was 2,173.63 million. Adjustments primarily consisted of finance cost of 1,503.30 million, depreciation and amortisation expenses of 1,498.14 million, allowance for expected credit loss of 245.63 million, and employee stock option plan expenses of 60.45 million. This was partially offset by interest income of 177.48 million.

Operating profit before working capital changes was 5,539.83 million in Fiscal 2025. The main working capital adjustments in Fiscal 2025 primarily included increase in financial and non-financial assets of 1,059.95 million and decrease in financial and non-financial liabilities of 856.53 million. Therefore, cash generated from operations in Fiscal 2025 amounted to 3,270.39 million.

Fiscal 2024

In Fiscal 2024, net cash generated from operating activities was 1,520.24 million. Restated profit before tax was 1,072.83 million. Adjustments primarily consisted of finance cost of 1,498.28 million, depreciation and amortisation expenses of 1,311.61 million, and allowance for expected credit loss of 689.15 million. This was partially offset by interest income of 60.33 million.

Operating profit before working capital changes was 4,726.77 million in Fiscal 2024. The main working capital adjustments in Fiscal 2024 primarily consisted of increase in financial and non-financial assets of 2,739.75 million. Therefore, cash generated from operations in Fiscal 2024 amounted to 1,629.94 million.

Fiscal 2023

In Fiscal 2023, net cash generated from operating activities was 1,954.30 million. Restated profit before tax was 188.74 million. Adjustments primarily consisted of finance costs of 1,203.29 million and depreciation and amortisation expenses of 553.43 million. This was partially offset by unrealised foreign exchange difference of 65.00 million and interest income of 61.05 million.

Operating profit before working capital changes was 1,965.28 million in Fiscal 2023. The main working capital adjustments in Fiscal 2023 primarily included an increase in inventories of 1,082.77 million, primarily due to stock in transit amounting to 341.16 million from India to the United States, and increase in financial and non-financial assets of 559.09 million, which was primarily offset by an increase in financial and non-financial liabilities of 1,653.00 million. Therefore, cash generated from operations in Fiscal 2023 amounted to 1,976.41 million.

Investing Activities

Fiscal 2025

Net cash used in investing activities was 1,688.38 million in Fiscal 2025, primarily on payment for acquisition of property, plant and equipment, capital work in progress and intangible assets of 1,332.52 million, payment for acquisition of right to use assets of 131.30 million, increase in fixed deposits and other bank balances of 385.21 million which was partially offset by interest received of 160.65 million.

Fiscal 2024

Net cash used in investing activities was 636.91 million in Fiscal 2024, primarily on payment for acquisition of property, plant and equipment, capital work in progress and intangible assets of 715.97 million, which was partially offset by intercorporate loan recovered of 63.99 million and interest received of 53.40 million.

Fiscal 2023

Net cash used in investing activities was 1,105.06 million in Fiscal 2023, primarily on payment for acquisition of property, plant and equipment, capital work in progress and intangible assets of 1,056.99 million which was partially offset by net increase in fixed deposits of 172.85 million.

Financing Activities

Fiscal 2025

Net cash used in financing activities was 997.18 million in Fiscal 2025, which was primarily attributable to interest paid of 1,608.73 million, repayment of long-term borrowings of 1,277.12 million, repayment of other short term borrowings of 964.92 million and decrease in cash credit and demand loans from banks (net) of 3,537.96 million which was then primarily offset by Proceeds from issue of equity shares (including share premium) (net) of 6,526.46 million.

Fiscal 2024

Net cash used in financing activities was 810.26 million in Fiscal 2024, which was primarily attributable to interest paid of 1,379.06 million and repayment of long-term borrowings of 498.20 million, which was then primarily offset by increase in cash credit and demand loan from banks (net) of 508.00 million and proceeds from short-term borrowings of 430.45 million.

Fiscal 2023

Net cash used in financing activities was 1,022.23 million in Fiscal 2023, which was primarily attributable to interest paid of 1,243.65 million and repayment of long-term borrowings of 612.26 million, which was then primarily offset by proceeds from short-term borrowings of 534.47 million and increase in cash credit and demand loan from banks (net) of 420.66 million.

Indebtedness

As of March 31, 2025, we had total outstanding borrowings (consisting of long term borrowings, short term borrowings and current maturities of long term borrowings) of 2,306.67 million. Our total debt/equity ratio was 0.19x as of March 31, 2025. For further information on our indebtedness, see "Financial Indebtedness" on page 436.

Contingent Liabilities, Assets and Capital Commitments

As of March 31, 2025, our contingent liabilities that have not been accounted for in our financial statements, were as follows:

Demands/ claims by various government authorities and other claims not acknowledged as debts:

Amount ( million)
VAT, CST, GST and Entry Tax 469 2,430.42

Amount ( million)

Demands/ claims by various government authorities and other claims not acknowledged as debts:

Amount ( million)
Safeguard Duty on imports 147.30

Total

2,577.72

As of March 31, 2025, our capital commitments that have not been accounted for in our financial statements, were as follows:

Particulars

Amount
( million)
Estimated amount of contracts remaining to be executed on capital account (net of advances) 1,325.27

Total

1,325.27

For further information, see "Restated Consolidated Summary Statements" on page 375.

Contractual Obligations and Commitments

The following table summarizes the maturity profile of our financial liabilities, as at March 31, 2025:

( million)

Particulars

As at March 31, 2025

Less than 1 year

Short-term borrowings 1,172.39
Long-term borrowings 360.32
Trade payables 8,282.79
Other financial liability 1,122.18

Sub-Total

10,937.68

Between 1 to 5 years

Long-term borrowings 716.33
Trade payables -
Other financial liability 75

Sub-Total

791.33

More than 5 years

Long -term borrowings 57.63

Sub-Total

57.63

Total

11,786.64

For further information on our capital and other commitments, see "Restated Consolidated Summary Statements" on page 375.

Capital Expenditures

For Fiscal 2025, Fiscal 2024, Fiscal 2023, our capital expenditure towards additions to property, plant and equipment (primarily comprising buildings, plant and equipment, furniture and fixtures and electronic installations, excluding right of use assets) were 1,332.52 million, 715.97 million, and 1,056.99 million, respectively. We expect our future capital expenditures to be, primarily for establishment of new integrated facility in Tamil Nadu and upgradation of existing manufacturing facilities at Falta and Chennai.

Related Party Transactions

We have entered into transactions with related parties. For details of related party transactions of our Company for the financial years ended March 31, 2025, 2024 and 2023, as per Ind AS 24 Related Party Disclosures, see

"Related Party Transactions" and "Restated Consolidated Summary Statements Notes forming part of the Restated Consolidated Summary Statement Note 49 Related party disclosures" on pages 435 and 420, respectively.

Auditors Observations

Our statutory auditors have included the following emphasis of matter in their audit report on our financial statements for the following periods:

Period

Reservations, qualifications, adverse remarks or matters of emphasis

Companys response to reservations, qualifications, adverse remarks or matters of emphasis, including any corrective measures

Impact on the financial statements and financial position of the Company

Financial year ended March 31, 2025

Matter of emphasis

Emphasis of matter for the year ended March 31, 2025 We draw attention to the following notes of the Standalone Financial Statements: (i) Note 57 regarding payment of safeguard duty amounting to Rs. 1,485.20 million which has been considered as receivable in the financial statements since the matter is subjudice and based on legal opinion obtained by the Company, the Company has an arguable case on merits, as more fully described therein. Necessary adjustments in the financials will be made based upon the legal outcome of the matter. The matter is subjudice and outcome is pending Not ascertainable pending outcome of the decision. In case the outcome is not in favour of the Company, the safeguard duty amounting to 1,485.20 million will be charged to the profit & loss account in the year the matter is decided. Further, the Company is entitled to receive 461.03 million from EPC customers based on representation made by the Company to these customers, whose acceptance is pending as on date, and if recovered it would reduce the overall impact on the profit & loss account.
(ii) Note 58 regarding amount of Rs. 843.88 million, (included in Trade Receivables in the Financial Statements) which has been withheld/recovered by certain customers related to EPC and other contracts on account of Liquidated damages, generation loss etc. which the Company has not acknowledged and the matter has been referred to Dispute resolution/ Arbitration/ Court as per the terms of the respective contracts. The management is hopeful of resolution of the matter in favour of the Company and necessary adjustments in the financial will be made based upon the outcome of the proceedings. Our opinion is not modified in respect of the above matters. The matter is pending with dispute resolution/ arbitration/court Not ascertainable pending outcome of the decisions The liquidated damages, amounting to 843.88 million, arose from claims by four EPC contractors. On November 8, 2024, our Company resolved one of these claims, receiving a favourable award of 157.72 million (excluding interest and legal fee). Consequently, if the outcomes for the remaining three EPC contractors are not in the Companys favour, there is a potential loss of approximately 686.16 million. Should this happen, these liquidated damages, along with any related generation loss, will be charged to the profit and loss account in the year the decisions are finalised.
Financial year ended March 31, 2024

Matters of emphasis:

Emphasis of matter for the year ended March 31, 2024 We draw attention to the following notes of the Standalone Financial Statements: (i) Note 57 regarding payment of safeguard duty amounting to Rs. 1485.20 million which has been considered as receivable in the financial statements since the matter is subjudice and based on legal opinion obtained by the Company, the Company has an arguable case on merits, as more fully described therein. Necessary adjustments in the financials will be made based upon the legal outcome of the matter. The matter is subjudice and outcome is pending Not ascertainable pending outcome of the decision.
In case the outcome is not in favour of the Company, the safeguard duty amounting to 1,485.20 million will be charged to the profit & loss account in the year the matter is decided. Further, the Company is entitled to receive 461.03 million from EPC customers based on representation made by the Company to these customers, whose acceptance is pending as on date, and if recovered it would reduce the overall impact on the profit & loss account.
(ii) Note 58 regarding amount of Rs. 843.88 million (included in Trade Receivables in the Financial Statements) which has been withheld/recovered The matter is pending with dispute resolution/ arbitration/court Not ascertainable pending outcome of the decisions.
by certain customers related to EPC and other contracts on account of Liquidated damages, generation loss etc. which the Company has not acknowledged, and the matter has been referred to Dispute resolution/ Arbitration/court as per the terms of the respective contracts. The management is hopeful of resolution of the matter in favour of the Company and necessary adjustments in the financial will be made based upon the outcome of the proceedings. The liquidated damages, amounting to 843.88 million, arose from claims by four EPC contractors. On November 8, 2024, our Company resolved one of these claims, receiving a favourable award of 157.72 million (excluding interest and legal fee). Consequently, if the outcomes for the remaining three EPC contractors are not in the Companys favour, there is a potential loss of approximately 686.16 million. Should this happen, these liquidated damages, along with any related generation loss, will be charged to the
Our opinion is not modified in respect of the above matters. profit and loss account in the year the decisions are finalised.
Financial year ended March 31, 2023

Matters of emphasis:

We draw attention to the following notes of the Standalone Financial Statements:
(i) Note 57 regarding payment of safeguard duty amounting to Rs. 1485.20 million which has been considered as receivable in the financial statements since the matter is subjudice and based on legal opinion obtained by the Company, the Company has an arguable case on merits, as more fully described therein. Necessary adjustments in the financials will be made based upon the legal outcome of the matter. The matter is subjudice and outcome is pending Not ascertainable pending outcome of the decision. In case the outcome is not in favour of the Company, the safeguard duty amounting to 1,485.20 million will be charged to the profit & loss account in the year the matter is decided. Further, the Company is entitled to receive 461.03 million from EPC customers based on representation made by the Company to these customers, whose acceptance is pending as on date, and if recovered it would reduce the overall impact on the profit & loss account.
(ii) Note 58 regarding amount of Rs. 833.97 million (included in Trade Receivables in the Financial Statements) which has been withheld/recovered by certain customers related to EPC contracts on account of Liquidated damages, generation loss etc. which the Company has not acknowledged, and the matter has been referred to Arbitration/court as per the terms of the respective contracts. The management is hopeful of resolution of the matter in favour of the Company and necessary adjustments will be made based upon the outcome of the arbitration proceedings. The matter is pending with dispute resolution/ arbitration/court Not ascertainable pending outcome of the decisions. The liquidated damages, amounting to 833.97 million, arose from claims by four EPC contractors. On November 8, 2024, our Company resolved one of these claims, receiving a favourable award of 157.72 million (excluding interest and legal fee). Consequently, if the outcomes for the remaining three EPC contractors are not in the Companys favour, there is a potential loss of approximately 676.25 million. Should this happen, these liquidated damages, along with any related generation loss, will be charged to the profit and loss account in
(iii) Note 61 regarding remuneration paid to the Chairman & Managing Director and Executive Directors of the Company, during the year ended March 2023, which has exceeded the limit prescribed under section 197 of the Companies Act, 2013 by Rs. 13.69 million, which is subject to approval of the Shareholders of the Company. Pending such approval, no adjustment has been made in the financial statements. Our opinion is not modified in respect of the above matters. the year the decisions are finalised. Subsequently approval taken

Furthermore, our statutory auditors have included the following qualifications or adverse remarks in their audit report on our financial statements for the following periods:

Period

Reservations, qualifications, adverse remarks

Companys response to reservations, qualifications, adverse remarks

Impact on the financial statements and financial position of the Company

Financial year ended March 31, 2025 CARO Qualification/ There are certain differences between quarterly returns submitted to Banks in respect of working capital limits and books of account Difference is due to submission to the Banks were made before financial reporting closing process.

NIL

Adverse Remarks
Financial year ended March 31, 2024 CARO Qualification/ There are certain differences between quarterly returns submitted to Banks in respect of working capital limits and books of account Difference is due to submission to the Banks were made before financial reporting closing process.

NIL

Adverse Remarks
The Company is regular in depositing statutory dues with appropriate authorities except antidumping duty of Rs.52.12 million which is outstanding for more than six months pending receipt of demand/its assessment. Demand Assessment pending

NIL

Financial year ended March 31, 2023 CARO Qualification/ There are certain differences between quarterly returns submitted to Banks in respect of working capital limits and books of account Difference is due to submission to the Banks were made before financial reporting closing process.

NIL

Adverse Remarks
The Company is regular in depositing statutory dues with appropriate authorities except antidumping duty of Rs.52.10 million which is outstanding for more than six months pending receipt of demand/its assessment. Demand Assessment pending

NIL

For further information, see "Restated Consolidated Summary Statements" on page 375.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various financial risks. These risks are categorised into market risk, credit risk and liquidity risk.

Market Risk

Market risk is the risk that the fair value of future cash flow of financial instruments may fluctuate because of changes in market conditions. Market risk broadly comprises three types of risks namely currency risk, interest rate risk and price risk (for commodities). The above risks may affect our income and expenses and / or value of our investments. Our exposure to and management of these risks are explained below:

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates to our debt obligations with floating interest rates.

Foreign currency risk

Our activities expose us primarily to the financial risks of changes in foreign currency exchange rates as we undertake transactions denominated in foreign currencies. Consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts. We enter into derivative contracts to hedge the exchange rate risk arising on the exports and imports.

Price risk

Commodity price risk results from changes in market prices for raw materials, mainly solar cells which forms the significant portion of our cost of sales. Significant movement in raw material costs could have an adverse effect on our results of operations.

We endeavour to reduce such risks by maintaining inventory at optimum level through a highly probable sales forecast. Raw materials are purchased based on the sales order book and forecast of sales. We also endeavour to offset the effects of increases in raw material costs through price increases in its sales, productivity improvement and other cost reduction efforts.

Credit Risk

Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its contractual obligations. We are exposed to credit risk from its operating activities mainly trade receivables.

Our exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. We assess the credit quality of the counterparties, taking into account their financial position, past experience and other factors. Outstanding receivables are regularly monitored and an impairment analysis is performed at each reporting date on an individual basis for each major customer. In addition, small customers are grouped into homogeneous groups and assessed for impairment collectively.

Trade receivables forms a significant part of the financial assets carried at amortised cost. The debtors do not have any concentrated risk and we do expect to recover these outstanding in due course. Further, adequate credit loss provision has been created based on our policy. Basis our internal assessment and our provisioning policy, the management assessment for the allowance for expected credit loss is considered adequate.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations as they become due. Our principal sources of liquidity are cash and cash equivalents, long term borrowings, working capital borrowings, the cash flow that is generated from operations and proceeds of maturing financial assets. We manage our liquidity risk by ensuring, as far as possible, that we will always have sufficient liquidity to meet our liabilities when due. Accordingly, no liquidity risk is perceived.

For further information, see "Restated Consolidated Summary Statements Notes forming part of the Restated Consolidated Summary Statement Note 50 Financial Risk Management" on page 425.

Unusual or Infrequent Events or Transactions

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

Off-Balance Sheet Commitments and Arrangements

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

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in "Managements Discussion and Analysis of Financial Condition and Results of Operations Significant Factors Affecting our Results of Operations and Financial Condition" and the uncertainties described in "Risk Factors" on pages 454 and 39, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Significant Economic Changes

Other than as described in this Red Herring Prospectus, to our knowledge, there are no other significant economic changes that materially affected or are likely to affect our income from continuing operations.

Future Relationship Between Cost and Income

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 39, 269 and 445, respectively, to our knowledge there are no known factors that may affect the future relationship between costs and revenues.

Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume, Introduction of New Products or Services or Increased Sales Prices

Changes in revenue in the last three Fiscals are as described in "Managements Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2025 compared to Fiscal 2024" and "Managements Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2024 compared to Fiscal 2023" above on pages 464 and 466, respectively.

Significant Dependence on Single or Few Customers

Revenues from any particular customer may vary between financial reporting periods depending on the nature and term of ongoing contracts with such customer. In Fiscal 2025, 2024 and 2023, our top five customers across our business accounted for 77.50%, 76.13% and 64.57% of our revenue from operations, respectively, and our top ten customers across our business accounted for 88.72%, 89.38% and 77.89% of our revenue from operations, respectively. For further information, see "Risk Factors 2. As of Fiscal 2025, 77.50% and 88.72% of our revenue from operations is derived from our top five customers and top ten customers, respectively, and thus our revenue from operations is highly dependent upon a limited number of customers. Any adverse changes affecting our customers or our relationship with such customers could have an adverse effect on our financial performance and result of operations" on page 40.

Seasonality of Business

Our business is not subject to seasonal fluctuations.

Significant Developments after March 31, 2025 that May Affect Our Future Results of Operations

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

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