Notes to Accounts of Sterling and Wilson Renewable Energy Ltd.

Mar 31, 2025

(a) During the year ended 31 March 2024, the Company allotted 4,32,27,665 equity shares of ''1 each at a premium of '' 346 per share to eligible qualified institutional buyers on 14 December 2023.

(b) During the year ended 31 March 2025, the Company allotted 2,91,999 (31 Mar 2024 2,81,319) equity shares to the option grantees pursuant to exercise of stock options under the Sterling and Wilson Renewable Energy Limited Employee Stock Option Plan.

(B) Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

(E) Equity Shares allotted as fully paid-up without payment being received in cash in last 5 years

During the year ended 31 March 2018:

a) 16,036,000 equity shares were issued without payment being received in cash pursuant to the scheme of arrangement of merger of the Solar EPC ("S-EPCâ) business of Sterling and Wilson Private Limited along with certain subsidiaries engaged in the S-EPC business with the Holding Company.

b) 3,558 equity shares were issued without payment being received in cash on conversion of loan to equity.

(F) Employee stock option

On 27 March 2019, the Board of Directors of the Company proposed the Scheme for Employee Stock Option Plan (''ESOP'' or ''Scheme'') which was approved by the Shareholders on 30 May 2021 and grant of the stock options was approved by Nomination and Remuneration Committee effective 15 July 2021. Pursuant to Scheme the Company has granted and has reserved 1,301,213 new stock grants to eligible employees, the exercise price of these ESOP is '' 238 per share and the same would get vested in 4 annual tranches of 25% each, commencing one year from date of grant, i.e. 15 July 2021. Refer note 46 for disclosure on share based payments.

Notes:(i) Capital reserve on demerger

The Company''s capital reserve on demerger is on account of the difference between the net assets and liabilities taken over relating to the Solar-EPC business pursuant to the scheme of arrangement.

(ii) Capital redemption reserve

Capital redemption reserve comprises of an amount equal to nominal value of Class B share bought back out of free reserves of Sterling & Wilson - Waaree Private Limited (''SWWPL''), SWWPL has been merged with the Company effective from 1 April 2020. Capital redemption reserve is created out of profits available for distribution towards buy back of equity share of the SWWPL. This reserve can be used for the purpose of issue of Bonus shares.

(iii) Securities Premium reserve

Securities premium is used to record the premium received on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013.

(iv) Employee stock option reserve

Employee stock option reserve represents the cumulative amounts charged to profit in respect of employee share option arrangements where the scheme has not yet been settled by means of an award of shares to employees.

(v) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to the shareholders of the Company and also includes remeasurements of defined benefit liability, net of tax.

(vi) Effective portion of cash flow hedge

The Company has designated its hedging instruments as cash flow hedges and any effective portion of cash flow hedge is maintained in the said reserve. In case the hedging becomes ineffective, the amount is recognised in the standalone statement of profit and loss. On settlement of the hedging instruments, the balance is re-cycled to the standalone statement of profit and loss.

(vii) Foreign currency translation reserve

These comprise of all exchange differences arising from translation of financial statements of foreign operations.

Details of the security and repayment terms :

(a) Term loan from banks aggregating to '' 373.51 crore (31 March 2024: '' 275 crore) are secured by first pari passu charge over current assets and movable fixed assets (excluding leasehold improvements and capital work in progress) of the Company and the remaining term loans from banks with carrying amount aggregating to '' 31.63 crore (31 March 2024: '' 128.04 crore) are secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work in progress) of the Company. The loans carry variable interest rate ranging from 10.40% p.a. to 11.75% p.a. Term Loan of '' 175 crore will be repaid in 7 quarterly instalments from April 2025 to December 2026. Term Loan of '' 198.51 crore will be repaid in 8 quarterly instalment commencing from June 2026 to March 2028 . Term loans of '' 22.73 crore will be repaid in 2 instalments from

June 2025 upto September 2025. Term loan of '' 8.90 crore will be repaid in 3 instalments from June 2025 to December 2025.

(b) Term loan from a financial institution with carrying amount '' 466.64 crore (31 March 2024:'' Nil) is secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-inprogress) of the Company. The loan carries interest rate of 11.60% p.a. The loan will be repaid in 9 quarterly instalments commencing from June 2025 upto June 2027.

(c) There are no charges or satisfaction which are to be registered with Registrar of Companies beyond the statutory period, except on term loan from financial institution for which the Company is in process of creation of charge.

Details of the security and repayment terms :

(a) Secured working capital loans from bank amounting to '' Nil (31 March 2024:'' 25 crore) is secured by fixed deposits and is repayable on demand. It carries an interest rate of 4.75% p.a.

(b) Supplier credit facilities with carrying amount '' 29.69 crore (31 March 2024: '' 48.62 crore) are unsecured and carries an interest rate of 12.80% p.a. to 14.00% p.a. and is repayable within 120 days from draw down date.

statutory period, except on Term loan from Financial Instituation for which the company is in process of creation of charge

(d) The Company has been sanctioned working capital from banks on the basis of security of current assets and moveable fixed assets. The Company in this regard has been duly submitting with all such banks from whom such facilities are taken, the quarterly statements as per the terms of the sanction. The said quarterly statements are in agreement with the books of account of the Company of the respective quarters at the point of time of reporting.

Provision for foreseeable loss contracts: In case of construction contracts, when it is probable that total contract costs will exceed total contract revenue, the expected loss (foreseeable loss) is recognised as an expense immediately in the statement of profit and loss.

Provision for warranties: The warranty provision represents management''s best estimate of the Company''s liability under warranties granted on certain products supplied under a contract, based on prior experience and industry averages.

44 Contingent liabilities and commitments	(Currency: Indian rupees in crore)
	31 March 2025	31 March 2024
Contingent liabilities A Claims against Company not acknowledged as debts (i) The Claim against the Company under various State Goods and Services Tax Act, 2017 and Central Goods and Services Tax Act 2017 demanding tax, penalty and interest ('' 0.61 crore paid under protest, 31 March 2024: '' 1.85 crore) (Refer Note 1, 2 and 3 below). Also, the same is covered under Indemnity agreement entered by Company with Promoter Selling Shareholders (Refer note 55) (ii) Demand raised by Income Tax authorities for AY 2018-19 ('' 2.87 crore paid under protest, previous year 2.87) (Refer Note 3 below) Also, the same is covered under Indemnity agreement entered by Company with Promoter Selling Shareholders (Refer note 55) (iii) Demand raised by Income Tax authorities for AY 2020-21 (Refer Note 3 and 4 below) (iv) Liquidated damages not acknowledged as debt (net of provision) Also, the same is covered under Indemnity agreement entered by Company with Promoter Selling Shareholders (Refer note 55) (v) An EPC project completion in a particular geography was delayed due to reasons not attributable to the Company. Management believes that the customer had wrongfully recovered the liquidated damages of '' 205.64 crore (USD 24.06 million). The Company had referred the disputes to arbitration and submitted claims amounting to '' 697.82 crores (USD 81.66 million) during the quarter ended 31 March 2025. The customer has sought counter claim of '' 1,531.61crores (USD 178.97 million) on the Company. The wrongfully invoked bank guarantee amounts are covered under the indemnity agreement as referred in Note 55 of the financial statements and in the opinion of the Management, based on legal evaluation, the customer''s counter claims are unsubstantiated and not tenable. Accordingly, no provision is considered necessary as on 31 March 2025. (vi) In the current year, pertaining to two EPC projects, the Company has received notice of arbitration wherein the customer in a particular geography has filed claim against the company of '' 517.91 crore (USD 60.61 million). The Company has also submitted the Statement of Defense in the matter. In the opinion of the management, based on legal evaluation, the claim are unsubstantiated and not tenable. Accordingly, no provision is considered necessary as on 31 March 2025. Also, the same is covered under Indemnity agreement entered by Company with Promoter Selling Shareholders (Refer note 55) (vii) A sub-contractor initiated arbitration proceedings against the Company and raised claim of USD 9.14 million ('' 78.11 crore). The Company has filed counter claim of USD 3.96 million ('' 33.84 crore). Also, the same is covered under Indemnity agreement entered by Company with Promoter Selling Shareholders (Refer note 55)

	212.73	345.04
	14.14	14.14
	17.33	-
	328.64	325.36

Note 1: Certain demands were raised on Sterling and Wilson Private Limited (''SWPL'') by Authorities. However, Pursuant to the Scheme of Arrangement, the Business of the Company was held in trust by Sterling and Wilson Private Limited (''SWPL'') with effect from 9 March 2017 till 28 March 2018 (the scheme become approved by Statutory Authorities). Accordingly, the contingent liability is considered in the books of the Company.

Note 2: Out of the contingent liabilities disclosed in point (i) above in previous year with regards to Goods and Service Tax matter with Hon''ble Andhra Pradesh High Court amounting to '' 83.44 crore and Hon''ble Rajasthan High court amounting to '' 176.97 crore respectively, the Company during the year received favourable order from the Hon''ble Andhra Pradesh High. Considering that the Hon''ble Rajasthan High Court in its stay order mentioned to refer the outcome of Hon''ble Andhra Pradesh High Court, the Company believes the likelihood of similar favourable order from Hon''ble Rajasthan High Court and hence, the said matter amounting to '' 176.97 crores is not considered as contingent liability as on 31 March 2025.

Note 3: Based on the past decisions of the appellant authorities and the interpretation of other relevant provision of the relevant Acts, the Company has internally accessed and believes that the demand raised and disclosed as contingent liability of ''212.73 crore (31 March 2024: '' 345.04 crore) related to GST matter in various states as disclosued in (i) above and '' 31.47 crore (31 March 2024: '' 14.14 crore) related to income tax matter as disclosed in (ii) & (iii) above is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

Note 4: The amount of '' 17.33 crore as disclosed in (iii) above, is net of '' 3.65 crore for matters allowed by the Income tax CIT Appeals vide order issued U/s 250 of the Income tax Act, 1961 to be considered by the Assessing officer and awaiting issuance of the rectification order by the Assessing Officer.

C. Other commitments

a) The Company has issued letters of undertakings to provide need based financial support to its subsidiaries Sterling and Wilson International Solar FZCO and Sterling and Wilson Saudi Arabia Limited.

b) The Company had issued corporate guarantee to Emirates NBD Bank PJSC, Dubai, (''Bank'') which is outstanding as at 31 March 2025 - AED Nil ('' Nil) (31 March 2024: AED 183.00 million ('' 415.19 crore)) in respect of borrowing facility to be extended by Bank to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee was valid till 12 November 2024 and same is released by the bank on 16 July 2024.

c) The Company has extended validity of corporate guarantee issued to Union Bank of India, DIFC Branch (''UBI'') which is outstanding as at 31 March 2025 - USD 70.00 million ('' 598.18 crore) (31 March 2024: USD 70.00 million ('' 583.35 crore)) in respect of borrowing facility to be extended by the

UBI to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The Corporate Guarantee shall be valid till 01 March 2030.

d) The Company had signed Corporate Guarantee cum Indemnity Agreement dated 30 March 2022 with its wholly owned subsidiary Sterling and Wilson International FZCO in respect of the Indemnity Agreement signed by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholdersâ) and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited). The validity of Corporate Guarantee has been extended from 30 September 2024 to 30 September 2026 and outstanding amount as at 31 March 2025 is USD 46.80 million ('' 399.93 crore) (31 March 2024: USD 46.80 million ('' 390.01 crore)). Also Refer Note 55.

e) The Company had issued surety bond dated 17 January 2023 to Atlantic Insurance Company, Intact Insurance Group USA LLC, which is outstanding as at

B. Capital commitments
	31 March 2025	31 March 2024
Capital Commitment towards partner''s capital contribution in Sterling Wilson - SPCPL - Chint Moroccan Venture Capital commitment (net of advances) for procurement of property, plant and equipment [net of advance of '' Nil]	0.01	0.01
	0.86	0.01
	0.87	0.02

31 March 2025 - USD 12.50 million ('' 106.47 crore) (31 March 2024: USD 12.50 million ('' 103.83 crore)) in respect of surety bond to be extended by Atlantic Insurance Company to the Company''s step down subsidiary, Sterling and Wilson Solar Solutions Inc. The surety bond shall be valid till 16 January 2027.

f) During the year, the Company has issued corporate guarantee to Banco Bilbao Vizcaya Argentaria SA, Spain (''Bank'') which is outstanding as at 31 March 2025 -EUR 25.00 million ('' 231.16 crore) (31 March 2024: EUR Nil ('' NIL) in respect of borrowing facility extended by the Bank to the Company''s step-down subsidiary, Sterling and Wilson Renewable Energy Spain SLU . The corporate guarantee shall be valid till 30 April 2026.

g) During the year, the Company has issued corporate guarantee to Nedbank Ltd, South Africa (''Bank'') which is outstanding as at 31 March 2025 - USD 35.00 million ('' 299.09 crore) (31 March 2024: USD Nil ('' Nil) in respect of borrowing facility extended by the Bank to the Company''s step-down subsidiary, Sterling and Wilson Engineering Pty Ltd. The corporate guarantee shall be valid till 11 November 2026.

h) he Hon''ble Supreme Court of India ("SCâ) by it''s order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the

principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

i) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its standalone financial statements. The Company''s management does not reasonably expect that these legal notices, when ultimately concluded and determined, will have a material and adverse effect on Company''s results of operations or financial condition.

45 Employee benefitsDefined contribution plan:

Contribution to provident fund and other funds aggregating to '' 11.69 crore (31 March 2024: '' 9.26 crore) is recognised as an expense and included in ''Employee benefits expenses''.

Defined benefit plan and long-term employee benefits:

Gratuity (Defined benefit plan)

In accordance with Indian law, the Company has a defined benefit gratuity plan. Every employee in India who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last drawn basic salary) for each completed year of service.

Compensated absences (Long-term employee benefits)

The Company makes provision for compensated absences based on actuarial valuation report.

The above sensitivity analysis have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

Estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The Company''s liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable to the Company.

Compensated absences

Compensated absences for employee benefits of '' 11.09 crore (31 March 2024: '' 7.18 crore) expected to be paid in exchange for the services is recognised as an expense during the year.

46 Share based payments

On 27 March 2019, the Board of Directors of the Company proposed the Scheme for Employee Stock Option Plan (''ESOP'' or ''Scheme'') which has been approved by the Shareholders on 30 May 2021 and grant of the stock options was approved by Nomination and Remuneration Committee effective 15 July 2021. Pursuant to Scheme the Company has granted and has reserved 1,301,213 new stock grants to eligible employees, the exercise price of these ESOP is '' 238 per share and the same would get vested in 4 annual tranches of 25% each, commencing one year from date of grant, i.e. 15 July 2021. The employees can avail the ESOPs within four years from the date of vesting of each tranches.

C. Dislcosure under Rule 11(e) of the Companies (Audit and Auditors Rules), 2014

a) To the best of our knowledge and belief, other than the details mentioned below, the Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) To the best of our knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

50 Disclosure under Ind AS 115 - Revenue from Contracts with Customers

A) The Company is in Engineering, Procurement and Construction business. The ongoing contracts with customers are for Solar utility and Rooftop Project. The type of work in these contracts involve construction, engineering, designing, supply of materials, development of system, installation, project management, operations and maintenance etc.

B) Disaggregation of revenue from contracts with customers

Revenue from contracts with customers is disaggregated by primary geographical area and the type of contract of revenue recognition. Disaggregated revenue with the Company''s reportable segments is given in the note 52.

E) Performance obligation

The Company is in the Solar EPC Solutions business. The ongoing contracts with customers are for solar utility projects. The type of work in these contracts involve construction, engineering, designing, supply of materials, development of system, installation, project management, operations and maintenance, etc.

The Company evaluates whether each contract consists of a single performance obligation or multiple performance obligations. Contracts where the Company provides a significant integration service to the customer by combining all the goods and services are concluded to have a single performance obligations. Contracts with no significant integration service, and where the customer can benefit from each unit on its own, are concluded to have multiple performance obligations. In such cases consideration is allocated to each performance obligation, based on standalone selling prices. Where the Company enters into multiple contracts with the same customer, the Company evaluates whether the contract is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated with the customer and whether the individual contracts have single performance obligations or not.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the

work performed at the balance sheet date relative to the estimated total contract costs.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company''s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year/ period the loss becomes known. Variations in contract work, claims, incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

The Company recognises revenue from Operations and Maintenance services using the time-elapsed measure of progress i.e. input method on a straight line basis.

There is no revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at 31 March 2025 and 31 March 2024, except as disclosed below.

The following table includes revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at 31 March 2025 in respect of EPC contracts that have original expected duration of more than one year:

F) Practical expedients:

Applying the practical expedient in paragraph 63 of Ind AS 115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if at contract inception it is expected that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

The Company applies practical expedient in paragraph 121 of Ind AS 115 and does not disclose information about remaining performance obligations for EPC contracts that have original expected duration of one year or less.

52 Segment reportingA. Basis for segmentation

The Company is primarily engaged in the business of complete Turnkey solution for Engineering, Procurement, Construction, Operation and Maintenance of Renewable Energy Power projects. The Company''s Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on financial information for Engineering, Procurement and Construction (EPC) and Operation and maintenance service based on analysis of certain performance indicators viz. Gross margin, Profit after tax, etc. Accordingly, the Company has determined its reportable segments under Ind AS 108 "Operating Segmentsâ as follows:

- Engineering, Procurement and Construction (''EPC'' business) and

- Operation and Maintenance service.

B. Business Segment

The Company''s revenues and assets represents company''s businesses viz. Renewable Energy Power projects EPC and Renewable Energy Power projects Operation and maintenance service. Accordingly, revenue and expenses have been identified to a segment on the basis of direct relationship to operating activities of the segment. Expenditure which are not directly identifiable but has a relationship to the operating activities of the segment are allocated on a reasonable basis.

Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocableâ.

Segment assets and segment liabilities represent assets and liabilities of respective segment. Investments, tax related assets/ liabilities and other common assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocableâ.

C. Geographical information

The geographic information analyses the Company''s revenues and non-current assets by the company''s country of domicile and other countries. In presenting geographic information, segment revenue has been based on the selling location in relation to sales to customers and segment assets are based on geographical location of assets.

(b) Measurement of fair values

Valuation techniques and significant unobservable inputs The valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments measured at fair value in the statement of financial position as well as the significant unobservable inputs used.

Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting year.

The Company has exposure to the following risks arising from financial instruments:

i) Credit risk ;

ii) Liquidity risk ; and

iii) Market risk

Risk management framework

The Company''s Board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of directors is responsible for developing and monitoring the Company''s risk management policies.

and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of directors.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and other receivables. The carrying amounts of financial assets represent the maximum credit exposure.

Trade and other receivables The Company''s 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. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowances for doubtful debts and impairments that represents its estimates of incurred losses in respect of trade and other receivable and investment.

Net trade receivable as on 31 March 2025 is '' 1,098.76 crore (31 March 2024: '' 650.05 crore).

Two largest customers (net of expected credit loss provision) have a total concentration of 54.64% (31 March 2024: Two largest customers had a total concentration of 34.06%) of net trade receivable.

The Company makes provision of expected credit losses on trade receivables and other receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:

Cash and bank balances

The Company held cash and cash equivalents and other bank balances with credit worthy banks and financial institutions of '' 480.91 crore and '' 308.29 crore as at 31 March 2025 and 31 March 2024 respectively. The credit worthiness of such banks and financial institutions is evaluated by management on an ongoing basis and is considered to be good.

Other bank balances

Other bank balances are held with bank with good credit rating.

Derivatives

The derivatives are entered with the credit worthy banks and financial institutions counter parties. The Credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis is considered to be good.

Guarantees

The Company''s policy is to provide the financial guarantees and surety bonds for its subsidiaries. The outstanding guarantee and surety bonds as at 31 March 2025 is '' 1,528.35 crore and '' 106.47 crore respectively (31 March 2024: '' 1,388.56 crore and '' 103.83 crore respectively), these guarantee were given to banks and the surety bond was given to an Insurance Company in respect of credit facilities availed by a subsidiary of the Company.

Security deposits given to lessors

The Company has given security deposit to lessors for premises leased by the Company as at 31 March 2025 and 31 March 2024. The Company monitors the credit worthiness of such lessors where the amount of security deposit is material.

Loans and investments in group companies The Company has given unsecured loans to its subsidiaries as at 31 March 2025 and 31 March 2024. The Company has reviewed the carrying amounts of loans to determine whether there is any indication that those loans have

suffered an impairment loss and the Company is of the view that as at 31 March 2025 no impairment is required (Refer Note 58).

Other than the trade receivables and other receivables, the Company has no other financial assets that are past due but not impaired.

Item under litigation are disclosed in note no 44. ii Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

As at 31 March 2025, the Company had unsecured borrowings from others of '' 29.69 crore (31 March 2024: '' 48.62 crore), secured borrowings from banks of '' 405.14 crore (31 March 2024: '' 428.04 crore), secured loans from financial institutions of '' 466.64 (31 March 2024: '' Nil), cash and cash equivalents of '' 380.73 crore (31 March 2024: '' 262.92 crore) and other bank balances of '' 100.18 crore (31 March 2024: '' 45.37 crore).

During the year ended 31 March 2025, there were no instances of delay in repayment of working capital loans and term loans.

During the year ended 31 March 2024, there were 23 instances of delay in repayment of term loan, working capital loans and interest on term loan and working capital loans to eight Banks and one financial institution for a period ranging between 1 to 63 days. There were no instances of delays in working capital loans other than as mentioned. Further, the same were regularised and there was no overdue outstanding as at 31 March 2024

The gross outflows disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities and lease liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

HI Market risk

currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

(a) Currency Risk

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

The Company''s fixed rate bank deposits and loan given are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates. Financial liabilities included in fixed rate instruments are short term borrowings which are repaid within period of one year.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarised above. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the year.

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

55 On 29 December 2021, the Company had signed an Indemnity Agreement with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholdersâ) and Reliance New Energy Limited (formerly Reliance New Energy Solar Limited) pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries/branches for a net amount, if it exceeds '' 300.00 crore, on settlement of liquidated damages pertaining to certain identified past and existing projects (as on the date of signing the aforementioned agreements), old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters. These amounts would be crystallized by 30 September 2022 and thereafter on 30 September of each succeeding year, on the basis of the final settlement amounts with customers/suppliers/other authorities. Consequently, trade receivables from customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT'') and bank guarantees, if related to liquidated damages, encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. The Promoter Selling Shareholders are consequently entitled to net off the amounts payable, with specific counter-claims levied and recovered by the Company and its subsidiaries/branches on its customers/vendors relating to these matters.

In line with the terms of the Indemnity Agreement, the Company has subsequent to 30 September 2024, raised the claim amounting to '' 108.97 crore to be recovered from the Promoter Selling Shareholders on the basis of crystallized items for the period from 01 October 2023 to 30 September 2024 which has been received by the Company.

56 The Company had entered into a contract for a 100 MW AC Photovoltaic plant with an infrastructure company ("Customerâ) to cater to power demands of a real estate developer ("Developerâ). In October 2018, proceedings were initiated in the National Company Law Tribunal ("NCLTâ) against the Customer group and the Company issued a work suspension notice to the Customer, on account of non-receipt of balance of payments, with

a copy to the Developer. The Developer directed the Company, vide a letter, to go ahead with the works/ maintenance of the plant wherein they also assured the payment if the Customer failed to pay. Based on this assurance, the Company completed the works and as on date, the Customer / Developer owes the Company '' 92.45 crore. Company initiated the following actions: (i) Filed a claim before the Claim Management Advisors in respect of amount recoverable from the Customer group and the same has been admitted; (ii) An appeal has been admitted by the Hon''ble Supreme Court of India Vide Order dated 11 September 2023 towards proceedings against the Developer under Insolvency and Bankruptcy Code; (iii) Filed a chargesheet before the Magistrate Court, Mumbai pursuant to the criminal complaint against the Developer during the quarter ended 31 December 2024. The Court has taken the chargesheet into cognisance;

(iv) also filed Summary Suit against the Developer before the Bangalore City Civil Court during the quarter ended 31 December 2024.

In addition, an amount of '' 64.10 crore, under confirmed irrevocable Letters of Credit (LC) arranged by the Customer were discounted by the Company after confirmation by its and Customer''s bank. However, the Customer''s bank refused to honour the payment citing the NCLT proceedings and the Company had to refund the amount back to its bank. The Company initiated the following actions: (i) Initiated legal proceedings before National Company Law Appellate Tribunal ("NCLATâ) in respect of amount receivable under LC by filing an Intervention Application in the main proceedings filed by Union of India against the Customer group; (ii) Lodged a Summary Suit to recover the amount receivable under the LC i.e. '' 64.10 crore plus interest against the Customer''s Bank before the Hon''ble Bombay High Court, which is pending for adjudication.

The amounts of '' 92.45 crore and '' 64.10 crore are classified under the head Trade Receivables and Other Financial Assets, respectively. Based on the legal evaluation, the Company is confident that both above amounts are recoverable. Also, both the above claims i.e. on the Developer and Customer''s Bank are covered under the Indemnity Agreement as referred in Note 55 above.

57 The Company''s international transactions with related parties are at arm''s length as per the Independent accountants report for the year ended 31 March 2024. Management believes that the Company''s international transactions with related parties post 31 March 2024 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these standalone financial statements, particularly on amount of tax expense and that of provision for taxation.

58 The Company''s investment in a subsidiary and loans given, along with accrued interest thereon and other receivables aggregates to '' 3,022.86 crore (excluding the corporate guarantees issued in favour of the said subsidiary of '' 998.10 crores which is not expected to be invoked) as at 31 March 2025. These amounts are good for recovery based on the projected cash flows expected from revenue contracts where Letters of Intent or Memorandum of Understanding have been signed and contract closure is at advance stage, refund of encashed bank guarantees, recovery of remediation costs incurred on projects and amounts recoverable under the indemnity agreement with the Promoter Selling Shareholders. Hence, no impairment required as at 31 March 2025.

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code of Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Events after the reporting period

There are no material adjusting and non adjusting subsequent events which occurred after the balance

sheet date and upto the date of approval of the financial

statements by the Board of Directors.

61 Other matters

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) There are no charges or satisfaction which are to be registered with Registrar of Companies beyond the statutory period, except on term loan from financial institution for which the Company is in process of creation of charge.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(vi) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

(vii) The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were obtained other than temporary deployment pending application in respect of term loans raised towards the end of the year.

(viii) The Company has no transactions or outstanding balances with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(ix) I nformation with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

Mar 31, 2024

(a] During the year ended 31 March 2024 the Company allotted 43,227,665 equity shares of Re 1 each at a premium of '' 346 per share to eligible qualified institutional buyers on 14 December 202 3.

(b) During the year ended 31 March 2024 the Company allotted 281,319 equity shares to the option grantees pursuant to exercise of stock options under the Sterling and Wilson Renewable Energy Limited Employee Stock Option Plan.

(B) Rights, preferences and restrictions attached to equity shares

*Shapoorji Pallonji and Company Private Limited sold 1,000,000 equity shares of the Company on 31 March 2023. However, the transaction was settled after 31 March 2023 and therefore not reflected in the Beneficiary Position provided by the Depositories as on 31 March 2023.Thus, the above sale transaction is not reflected in the Shareholding pattern filed with BSE Ltd and National Stock Exchange of India Limited for the quarter ended 31 March 2023.

(E) Equity Shares allotted as fully paid-up without payment being received in cash

During the year ended 31 March 2018:

a) 16,036,000 equity shares were issued without payment being received in cash pursuant to the scheme of arrangement of merger of the Solar EPC ("S-EPC") business of Sterling and Wilson Private Limited along with certain subsidiaries engaged in the S-EPC business with the Holding Company.

b) 3,558 equity shares were issued without payment being received in cash on conversion of loan to equity.

(F) Employee stock option

Notes:

(i) Capital reserve on demerger

The Company''s capital reserve on demerger is on account of the difference between the net assets and liabilities taken over relating to the Solar-EPC business pursuant to the scheme of arrangement.

(ii) Capital redemption reserve

(iii) Securities Premium reserve

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

(iv) Employee stock option reserve

Employee stock option reserve represents the cumulative amounts charged to profit in respect of employee share option arrangements where the

scheme has not yet been settled by means of an award of shares to employees.

(v) Retained earnings

Retained earnings are the profits / (losses) that the Company has incurred / earned till date, less any transfers to general reserve, dividends or other distributions paid to the shareholders of the Company and also includes remeasurements of defined benefit liability, net of tax.

(vi) Effective portion of cash flow hedge

(vii) Foreign currency translation reserve

These comprise of all exchange differences arising from translation of financial statements of foreign operations.

Analysis of accumulated Other comprehensive income, net of tax

Details of the security and repayment terms :

(a] Term loan from bank aggregating to '' 275.00 crore (31 March 2023: '' 300.00 crore) are secured by first pari passu charge over current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company and the remaining term loans from banks with carrying amount aggregating to '' 128.04 crore (31 March 2023: '' 500.00 crore) are secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. The loans carry variable interest rate ranging from 8.20% p.a. to 11.50% p.a (31 March 2023: 8.20% to 9.50% p.a.) As at 31 March 2024, the Company has placed fixed deposits amounting to '' 75.00 crore with a scheduled commercial bank earmarking the same toward repayment of loan instalments upto November 2024. Balance debt post November 2024 amounting to

'' 328.04 crore will be paid in instalments ranging from '' 10.25 crore to '' 25.00 crore commencing from December 2024 upto October 2026.

(b) Term loan from a financial institution with carrying amount '' Nil (31 March 2023: '' 100.00 crore) is secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. The loan carries an interest rate of 10.90% p.a. to 12.55% p.a.

(c) There are no continuing default as at the balance sheet date in the payment of interest and repayment of principal. The delays in the payment of interest and repayment of principal during the current year were made good before the balance sheet date, refer note 53(c)(ii) and note 56.

Details of the security and repayment terms :

(a) Secured cash credit facilities from banks under consortium arrangement with carrying amount as at 31 March 2024 of '' Nil (31 March 2023: '' 42.08 crore) are secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. The Cash credit is repayable on demand and carries a variable interest rate of Nil (31 March 202 3: 8.55% p.a. to 12.50% p.a.).

(b) Secured working capital loans from bank amounting to '' 25.00 crore (31 March 2023: Nil) is secured by fixed deposits and is repayable on demand. It carries an interest rate of 4.75% p.a.

(c) Working capital loans with carrying amount Nil (31 March 202 3: '' 241.42 Crore) are secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. The loans carry a variable interest rate of Nil (31 March 2023 : 8.50% p.a. to 12.50% p.a.). Working Capital Loans are availed for a period of 7-180 days based on sanctioned terms and conditions. These loans were repaid during the year.

(d) Secured working Capital term loans from banks with carrying amount Nil (31 March 202 3: '' 600.00 crore) are secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-inprogress) of the Company. These loans carry variable

interest rate Nil (31 March 202 3 : 8.90% p.a. to 9.60% p.a.) These loans were repaid during the year.

(e) Unsecured unlisted commercial paper having carrying amount as at 31 March 2024 of Nil (31 March 2023: '' 9.60 crore - discount rate of 9.50% - repaid on 14 September 2023). The loan is repaid during year.

(f) Unsecured loan from Esterlina Solar Engineers Private Limited with carrying amount '' Nil (31 March 2023: '' 0.20 crore) carries a fixed interest of 11.00% p.a.. The loan is repaid during year.

(g) Supplier credit facilities with carrying amount '' 48.62 crore (31 March 2023: '' 46.88 crore) are unsecured and carries an interest rate of 12.50% p.a. to 12.90% p.a. (31 March 2023: 12.80% p.a.) and is repayable within 120 days from draw down date.

(h) There are no charges or satisfaction which are to be registered with Registrar of Companies beyond the statutory period.

(i) The Company has been sanctioned working capital loan from banks on the basis of security of current assets and moveable fixed assets (excluding leasehold improvements and capital work-inprogress). The Company in this regard has been duly submitting with all such banks from whom such facilities are taken, the quarterly statements as per the terms of the sanction. The said quarterly statements are in agreement with the books of account of the Company of the respective quarters at the point of time of reporting.

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with the management, there are outstanding dues to the Micro and Small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

Provision for foreseeable loss/onerous contracts: In case of construction contracts, when it is probable that total contract costs will exceed total contract revenue, the expected loss (foreseeable loss) is recognised as an expense immediately in the statement of profit and loss.

(a) Improvement in Debt Equity ratio is mainly on account of decrease in borrowings during the year along with an increase in equity base due to infusion by way of issuance of equity shares to Qualified Institutional Buyers (Refer note 56)

(b) Debt Service Coverage ratio has improved on account of positive EBITDA coupled with decrease in borrowings.

(d) Increase in the turnover of the Company has led to an improvement in the trade receivable to turnover ratio.

(e) Increased procurement in the last quarter of the financial year led to an increase in the trade payable turnover ratio.

(f) The net capital turnover ratio has improved due to higher revenue and better employment of working capital.

(g) Profit after tax for the year ended 31 March 2024 as compared to loss in the previous year has led to an improved net profit ratio.

(h) Positive earnings before interest and taxes as compared to negative EBITDA in the pervious year has led to an improvement in this ratio.

(i) The Company does not have return bearing investments and hence the ratio is not applicable.

43 Contingent liabilities and commitments
Particulars		31 March 2024	31 March 2023
Contingent liabilities
(a)	Claims against Company not acknowledged as debts (Refer note 54):
(i)	The Claim against the Company under Andhra Pradesh Goods and Services Tax Act, 2017, Rajasthan Goods and Services Tax Act, 2017, Gujarat Goods and Services Tax Act 2017 demanding tax, penalty and interest ('' 1.85 crore paid under protest)*	345.04	345.04
(ii)	Demand raised by Income Tax authorities ('' 2.87 crore paid under protest, previous year Nil)	14.14	14.14
(iii)	Demand raised by Egypt VAT inspection authority	-	30.95
(iv)	Liquidated damages not acknowledged as debt (net of provision)	325.36	495.95
		684.54	886.08

* The demand was raised on Sterling and Wilson Private Limited (''SWPLd by Authorities. However, Pursuant to the Scheme of Arrangement, the Business of the Company was held in trust by Sterling and Wilson Private Limited (''SWPLd with effect from 9 March 2017 till 28 March 2018 (the scheme become approved by Statutory Authorities). Accordingly, the contingent liability is considered in the books of the Company.

Other commitments

a] The Company has issued letters of undertakings to provide need based financial support to its subsidiaries Sterling and Wilson International Solar FZCO and Sterling and Wilson Saudi Arabia Limited.

b] The Company had issued corporate guarantee

to Emirates NBD Bank PJSC, Dubai, (''Bank'') and outstanding as at 31 March 2024 is AED 183.00 million ('' 415.19 crore] (31 March 2023: AED 183.00 million ('' 409.40 crore]] in respect of borrowing facility to be extended by Bank to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till 12 November 2024.

c] The Company had issued corporate guarantee

to Union Bank of India, DIFC Branch (''UBI''] and

outstanding as at 31 March 2024 is USD 70.00

million ('' 583.35 crore] (31 March 2023: USD 70.00 million ('' 575.15 crore]] in respect of borrowing facility to be extended by the UBI to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till 1 March 2025.

d] The Company had signed Corporate Guarantee cum Indemnity Agreement dated 30 March 2022 with its wholly owned subsidiary Sterling and Wilson International FZCO in respect of the Indemnity Agreement signed by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders"] and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited] and outstanding amount as at 31 March 2024 is USD 46.80 million ('' 390.01 crore] (31 March 2023: USD 46.80 million ('' 384.53 crore]]. Also Refer Note 54.

e] The Company had issued surety bond dated 17 January 2023 to Atlantic Insurance Company, Intact

Insurance Group USA LLC, and outstanding as at 31 March 2024 is USD 12.50 million ('' 103.83 crore] (31 March 2023: USD 12.50 million ('' 102.37 crore]] in respect of surety bond to be extended by Atlantic Insurance Company to the Company''s step down subsidiary, Sterling and Wilson Solar Solutions Inc. The surety bond shall be valid till 16 January 2027.

f] A sub-contractor initiated arbitration proceedings against the Company and raised claim of USD 9.14 million ('' 76.14 crore]. The Company has filed counter claim of USD 3.96 million ('' 32.99 crore]. Also Refer Note 54.

g] The Hon''ble Supreme Court of India ("SC"] by it''s order dated 28 February 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

h] The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its standalone financial statements. The Company''s management does not reasonably expect that these legal notices, when ultimately concluded and determined, will have a material and adverse effect on Company''s results of operations or financial condition.

44 Employee Benefits

Defined contribution plan:

Contribution to provident fund and other funds aggregating to '' 9.26 crore (31 March 2023: '' 13.98 crore] is recognised as an expense and included in ''Employee benefits expenses''.

Defined benefit plan and long-term employee benefits:

General description

Gratuity (Defined benefit plan)

Compensated absences (Long-term employee benefits)

Long term leave wages are payable to all eligible employees at the rate of daily gross salary for each day of accumulated leave on death or on resignation or upon retirement.

*Amount less than '' 0.01 crore

The Company''s liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable to the Company.

Compensated absences

Compensated absences for employee benefits of '' 7.18 crore (31 March 2023: '' 5.84 crore) expected to be paid in exchange for the services is recognised as an expense during the year.

45 Share based payments

C. Utilisation of Borrowed Funds and Share Premium

a] To the best of our knowledge and belief, other than the details mentioned below, the Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries"] or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b] To the best of our knowledge and belief, no funds have been received by the Company from any person(s] or entity(ies], including foreign entities ("Funding Parties"], with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries"] or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

48 Corporate social responsibility

As per Section 135 of the Act, a CSR committee has been formed by the Company. The funds are utilised during the year on the activities which are specified in Schedule VII of the Companies Act 2013. The utilisation is done by way of direct contribution towards various activities and activities conducted by the Company.

49 Disclosure under Ind AS 115 - Revenue from Contracts with Customers

A) The Company undertakes Engineering, Procurement and Construction business. The ongoing contracts with customers are for Solar utility and Rooftop Project. The type of work in these contracts involve construction, engineering, designing, supply of materials, development of system, installation, project management, operations and maintenance etc.

B) Disaggregation of revenue from contracts with customers

* The contract assets primarily relate to the Company''s rights to consideration for performance obligation satisfied but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Invoices are raised on the customers based on the agreed contractual terms and are collected within the due date from the date of invoicing as per the respective contracts.

**The contract liabilities primarily relates to the advances from customer towards on-going EPC projects. Revenue is recognised from the contract liability as and when such performance obligations are satisfied.

E) Performance obligation

work performed at the balance sheet date relative to the estimated total contract costs.

The Company recognises revenue from Operations and Maintenance services using the time-elapsed measure of progress i.e. input method on a straight line basis.

There is no revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at 31 March 2024 and 31 March 2023, except as disclosed below.

The following table includes revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at 31 March 2024 in respect of EPC contracts that have original expected duration of more than one year:

F) Practical expedients:

51 Segment reporting A. Basis for segmentation

- Engineering, Procurement and Construction (''EPC'' business) and

- Operation and Maintenance service.

B. Business Segment

Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

(b) Measurement of fair values

Valuation techniques and significant unobservable inputs

The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments measured at fair value in the statement of financial position as well as the significant unobservable inputs used.

The Company has exposure to the following risks arising from financial instruments:

i) Credit risk ;

ii) Liquidity risk ; and

iii) Market risk

Risk management framework

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument

fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and other receivables. The carrying amounts of financial assets represent the maximum credit exposure.

Trade and other receivables

The Company''s 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. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowances for doubtful debts and impairments that represents its estimates of incurred losses in respect of trade and other receivable and investment.

Net trade receivable as on 31 March 2024 is '' 650.05 crore (31 March 2023: '' 546.08 crore).

Two largest customers (net of expected credit loss provision) have a total concentration of 34.06% (31 March 2023: Two largest customers had a total concentration of 41.06%) of net trade receivable.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:

Cash and bank balances

The Company held cash and cash equivalents and other bank balances with credit worthy banks and financial institutions of '' 308.29 crore and '' 68.73 crore as at 31 March 2024 and 31 March 2023 respectively. The credit worthiness of the such bank and financial institutions is evaluated by management on an ongoing basis and is considered to be good.

Other bank balances

Other bank balances are held with bank with good credit rating.

Derivatives

Guarantees

The Company''s policy is to provide the financial guarantees and surety bonds for its subsidiaries. The outstanding guarantee and surety bonds as at 31 March 2024 is '' 1,388.56 crore and 103.83 crore respectively (31 March 2023: '' 1,602.32 crore and '' 102.37 crore respectively), these guarantee were given to banks and the surety bond was given to an Insurance Company in respect of credit facilities availed by a subsidiary of the Company.

Security deposits given to lessors

The Company has given security deposit to lessors for premises leased by the Company as at 31 March 2024 and 31 March 2023. The Company monitors the credit worthiness of such lessors where the amount of security deposit is material.

Loans and investments in group companies

The Company has given unsecured loans to its subsidiaries as at 31 March 2024 and 31 March 2023. The Company has reviewed the carrying amounts of loans to determine whether there is any indication that those loans have

suffered an impairment loss and the Company is of the view that as at 31 March 2024 no impairment is required (Refer Note 58).

Other than the trade receivables and other receivables, the Company has no other financial assets that are past due but not impaired.

ii Liquidity risk

As at 31 March 2024, the Company had unsecured borrowings from banks and others of '' 48.62 crore (31 March 2023: '' 56.68 crore), secured borrowings from banks of '' 428.04 crore (31 March 2023: '' 1,641.42 crore), secured loans from financial institutions of '' Nil (31 March 2023: '' 100 crore), cash credit loan from banks of '' Nil (31 March 2023: '' 42.08 crore), cash and cash equivalents of '' 262.92 crore (31 March 2023: '' 23.32 crore) and other bank balances of '' 45.37 crore (31 March 2023: '' 45.41 crore).

During the year ended 31 March 2023, there were no instances of delay in repayment of working capital loans.

iii Market risk

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

market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. The Company has applied hedge accounting to manage volatility in profit or loss on account of foreign currency risk during the year ended 31 March 2024.

[a] Currency Risk

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

[b] 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. The Company''s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions. 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. The Company''s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions.

[c] Capital Management

54 On 29 December 2021, the Company had signed an Indemnity Agreement with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders") and Reliance New Energy Limited (formerly Reliance New Energy Solar Limited) pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries/branches for a net amount, if it exceeds '' 300.00 crore, on settlement of liquidated damages pertaining to certain identified past and existing projects (as on the date of signing the aforementioned agreements), old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters. These amounts would be crystallized by 30 September 2022 and thereafter on 30 September of each succeeding year, on the basis of the final settlement amounts with customers/suppliers/other authorities. Consequently, trade receivables from customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT'') and bank guarantees, if related to liquidated damages, encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. The Promoter Selling Shareholders are consequently entitled to net off the amounts payable, with specific counter-claims levied and recovered by the Company and its subsidiaries/branches on its customers/vendors relating to these matters. In line with the terms of the Indemnity Agreement, the Company has subsequent to 30 September 2023, raised the claim amounting to '' 418.13 crore to be recovered from the Promoter Selling Shareholders on the basis of crystallized items for the period ending 30 September 2023, which has been fully received by the Company.

55 The Company had entered into a contract for a 100 MW AC Photovoltaic plant in the state of Karnataka with an infrastructure company ("Customer") to cater to inhouse power demands of large office space facilities at Bangalore of a real estate developer ("Developer"). The works were majorly completed by end February 2018 and the balance work was pending due to non-availability of land, which was in the scope of the Customer. In October 2018, proceedings were initiated in the National Company Law Tribunal ("NCLT") against the Customer group and the Company issued a work suspension notice to the Customer, on account of non-receipt of balance of payments, with a copy to the Developer. The Developer

issued directions to the Company, vide a letter, to go ahead with the works/maintenance of the plant wherein they also assured the Company that they would make the payment if the customer failed to pay. As on date, the Customer owes the Company '' 92.45 crore. In addition, an amount of '' 64.10 crore, under confirmed irrevocable Letters of Credit arranged by the customer from their bank were discounted by the Company after confirmation both, from the Customer and their bank. However, the Customer''s bank refused to honour the payment due to the Company''s bank citing the NCLT proceedings and the Company had to refund the amount back to its bank.

During the year ended 31 March 2020, the Company had initiated legal proceedings before National Company Law Appellate Tribunal ("NCLAT") in respect of amount receivable under irrevocable Letters of Credit by filing an Intervention Application in the main proceedings filed by Union of India against the Customer group. Further, the Company has filed a claim before the Claim Management Advisors in respect of amount recoverable from the Customer group and the same has been admitted. The Company had also filed legal proceedings against the Developer before the NCLAT. The Company had obtained a legal opinion regarding recoverability of the amount due from the Developer as per their assurance letter and from the Customer''s bank due to failure to pay confirmed Letters of Credit and has been advised that the said amounts are recoverable. The amounts of '' 92.45 crore and '' 64.10 crore are classified under the head Trade Receivables and Other Financial Assets, respectively. The case relating to the Customer is pending before the NCLAT. In order to recover the amount receivable under the Letter of Credit i.e. '' 64.10 crore plus interest, the Company has lodged a Summary Suit against the Customer''s Bank before the Hon''ble Bombay High Court.

During the quarter ended 30 June 2023, the case against the Developer has been dismissed by NCLAT and in the quarter ended 30 September 2023, the Company has filed an Appeal before the Hon''ble Supreme Court of India. Vide Order dated 11 September 2023, the Hon''ble Supreme Court of India has admitted the appeal and issued Notice to the Developer. The Developer filed its reply to the Appeal which was taken on record by the Registrar on 13 February 2024. As on 31 March 2024, the next date in the matter is not yet fixed by the Hon''ble Supreme Court of India. Further, during the year ended 31 March 2023, the Company had filed a criminal complaint against the Developer and subsequently a First Information Report

(""FIR"") has also been filed. The Developer has also filed a Writ Petition before the Hon''ble Bombay High Court for quashing of the said FIR and as on 31 March 2024, the said Writ Petition is pending for hearing before the Hon''ble Bombay High Court.

Both the above claims are covered under the Indemnity Agreement as referred in Note 54 above.

56 The shareholders of the Company through a postal ballot, which ended on 27 October 2023, approved raising of funds by way of issuance of equity shares or other securities through public and/ or private offerings including by way of a qualified institutional placement for an aggregate amount not exceeding '' 1,500 crore.

Accordingly, the Company launched an equity offering of a qualified institutional placement for an aggregate amount of '' 1,500 crore which was fully subscribed. 4,32,27,665 equity shares of '' 1 each were issued at a premium of '' 346 per share on 14 December 2023. The Company utilized the proceeds to reduce debts (including all overdue debts and balance payable against encashed bank guarantees) to '' 403.06 crore as at 31 March 2024 and further by '' 25.00 crore till date. The Company has thereby also remediated all applicable cross default clauses and has also further placed fixed deposits with a scheduled commercial bank amounting to '' 50.00 crore, earmarking the same towards repayment of loan instalments upto November 2024. Balance debt post November 2024 amounting to '' 328.06 crore will be paid in due course in instalments commencing from December 2024 upto October 2026.

57 The Company''s international transactions with related parties are at arm''s length as per the Independent accountants report for the year ended 31 March 2022. Management believes that the Company''s international transactions with related parties post 31 March 2022 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these standalone financial statements, particularly on amount of tax expense and that of provision for taxation.

58 The Company''s investment in a subsidiary and loans given, along with accrued interest thereon and other receivables aggregates to '' 2,733.10 crore as at 31 March 2024. These amounts are good for recovery based on the projected cash flows expected from revenue contracts where Letters of Intent or Memorandum of Understanding have been signed, refund of encashed bank guarantees, recovery of remediation costs incurred on projects and amounts recoverable under the indemnity agreement with the Promoter Selling Shareholders. Hence, no impairment required as at 31 March 2024.

61 Events after the reporting period

There are no material adjusting and non adjusting subsequent events which occurred after the balance sheet date and upto the date of approval of the financial statements by the Board of Directors.

62 Other matters

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(vi) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

(vii) Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

Mar 31, 2023

(A) Rights, preferences and restrictions attached to equity shares

(B) Shares held by holding company

During the year ended 31 March 2022, pursuant to the Share Subscription Agreement ("SSA") dated 10 October 2021 entered into between the Company, Shapoorji Pallonji and Company Private Limited ("SPCPL"), Mr. Khurshed Yazdi Daruvala and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited) ("RNEL"), 29,333,333 equity shares were allotted by the Company on 30 December 2021 to RNEL on a preferential basis. Pursuant to the Share Purchase Agreement ("SPA") dated 10 October 2021 entered into between SPCPL, Mr. Khurshed Yazdi Daruvala and RNEL, SPCPL has sold 18,400,000 equity shares of the Company to RNEL on 6 January 2022. Also, pursuant to the open offer made by RNEL, 8,476,251 equity shares were acquired by RNEL on 28 January 2022. Further, SPCPL and Mr. Khurshed Yazdi Daruvala have sold 15,380,904 and 4,286,846 equity shares respectively to RNEL on 9 February 2022. On completion of all the above, RNEL holds 75,877,334 equity shares representing 40.00% of the total share capital of the Company as on date. Accordingly, effective 30 December 2021 the Company ceased to be a subsidiary of SPCPL.

(F) Equity Shares allotted as fully paid-up without payment being received in cash

During the year ended 31 March 2018:

a] 16,036,000 equity shares were issued without payment being received in cash pursuant to the scheme of arrangement of merger of the Solar EPC ("S-EPC"] business of Sterling and Wilson Private Limited along with certain subsidiaries engaged in the S-EPC business with the Holding Company.

b] 3,558 equity shares were issued without payment being received in cash on conversion of loan to equity.

(G) Employee stock option

On 27 March 2019, The Board of Directors of the Holding Company has proposed to Institute the Scheme for Employee Stock Option Plan (''ESOP'' or ''Scheme'') subject to approval of Shareholders''. The said Scheme has been approved by the Shareholders on 30 May 2021 and grant of the stock options was approved by Nomination and Remuneration Committee effective 15 July 2021. Pursuant to Scheme the Company has granted and has reserved 1,301,213 new stock grants to eligible employees, the exercise price of these ESOP is '' 2 38 per share and the same would get vested in 4 annual tranches of 25% each, commencing one year from date of grant, i.e. 15 July 2021. Refer note 44 for disclosure on share based payments.

(i) Capital reserve on demerger

The Company''s capital reserve on demerger is on account of the difference between the net assets and liabilities taken over relating to the Solar-EPC business pursuant to the scheme of arrangement.

(ii) Capital redemption reserve

with the Company effective from 1 April 2020. Capital redemption reserve is created out of profits available for distribution towards buy back of equity share of the SWWPL. This reserve can be used for the purpose of issue of Bonus shares.

(iii) Securities Premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

(iv) Employee stock option reserve

(v) Retained earnings

Retained earnings are the (loss) / profits that the Company has incurred / earned till date, less any transfers to general reserve, dividends or other distributions

paid to the owners of the Company and also includes Remeasurements of defined benefit liability, net of tax.

(vi) Effective portion of cash flow hedge

Details of the security and repayment terms :

(a) Long-term debt from State Bank of India Limited, ICICI Bank Limited, IndusInd Bank Limited and IDFC First Bank Limited with carrying amount aggregating to '' 800 crore (31 March 2022: Nil); The loans carry a variable interest rate ranging from 8.20% p.a. to 9.50% p.a. (31 March 2022: Nil). The loans are secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-inprogress) of the Company. The loans are for a period of 365 to 1,460 days and are repayable in quarterly instalments ranging from 4-12 instalments.

(b) Long-term debt from Arka Fincorp Limited as at 31 March 2023 amounting to '' 100 crore (31 March 2022: Nil). The loan carries an interest rate of 10.90% p.a. (31 March 2022: Nil). The loan is secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-inprogress) of the Company. The loan is for a period of 365 days and is repayable in three instalments.

(c) There are no charges or satisfaction which are to be registered with Registrar of Companies beyond the statutory period.

Details of the security and repayment terms :

(a] Secured Cash Credit facilities from banks under consortium arrangement carrying amount as at 31 March 2023 of '' 42.08 Crore (31 March 2022: '' 46.37 Crore). The bank includes Union Bank of India, State Bank of India, IDBI Bank Limited, Axis Bank Limited, IndusInd Bank Limited, and Yes Bank Limited. The lead bank for the consortium arrangement is Union Bank of India. The Cash Credit is repayable on demand and carries a variable interest rate of 8.55% p.a. to 12.50% p.a. (31 March 2022: 8.45% p.a. to 12.00% p.a.). The Cash Credit is secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company.

(b) Secured Working Capital Loans from banks under consortium arrangement carrying amount as at 31 March 2023 of '' 241.42 Crore (31 March 2022 of '' 264.72 Crore), the banks include Union Bank of India, State Bank of India, IDBI Bank Limited, DBS Bank India Limited, IDFC First Bank Limited, Yes Bank Limited and ICICI Bank Limited, the lead bank for the consortium arrangement is Union Bank of India. The loans carry a variable interest rate which ranges from 8.50% p.a. to 12.50% p.a. (31 March 2022: 8.45% p.a. to 12.50% p.a). The loans are secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. Working Capital Loan

is subject to repayment / roll-over on due date, for a period of 30-180 days based on sanctioned terms and conditions.

(c) Secured Working Capital term loans from IDBI Bank Limited, DBS Bank India Limited, Yes Bank Limited with carrying amount as at 31 March 2023 aggregating to '' 600 Crore (31 March 2022: '' Nil). The loans carry a variable interest rate ranging from 8.90% p.a. to 9.60% p.a. (31 March 2022: Nil). The loans are secured by second pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-inprogress) of the Company. The loans are for a period of 365 days and are repayable in a single bullet repayment at end of the period.

(d) Unsecured Unlisted Commercial Paper from Siddhesh Capital Market Services Private Limited having carrying amount as at 31 March 2023 of '' 9.60 crore (31 March 2022: Nil) carries a discount rate of 9.50% p.a. The commercial paper is repayable on 14 September 2023.

(e) Unsecured loan from Esterlina Solar Engineers Private Limited having carrying amount as at 31 March 2023 of '' 0.20 crore (31 March 2022 '' Nil) carries a fixed interest of 11.00% p.a.. The loan is repayable on demand.

(f) Unsecured Supplier credit facilities from Oxyzo Financial Services Private Limited and OFB Tech Private Limited, carrying amount as at 31 March 2023 of '' 46.88 crore (as at 31 March 2022: '' 42.14 crore) carries an interest rate of 12.80% p.a. (31 March 2022: 12.00% p.a.) and is repayable within 120 days from draw down date.

(g) There are no charges or satisfaction which are to be registered with Registrar of Companies beyond the statutory period.

(h) The Company has been sanctioned working capital from banks on the basis of security of current assets and moveable fixed assets (excluding leasehold improvements and capital work-in-progress). The Company in this regard has been duly submitting with all such banks from whom such facilities are taken, the quarterly statements as per the terms of the sanction. The said quarterly statements are in agreement with the books of account of the Company of the respective quarters at the point of time of reporting.

Provision for liquidated damages:

Liquidated damages are contractual obligations affecting the contract revenue in case of the works contracts with customers arising as a result of penalties from delays caused in the completion of a contract. For contracts delayed beyond the stipulated contract completion periods, management has estimated the liability that could arise on these contracts.

Provision for foreseeable loss/onerous contracts:

In case of construction contracts, when it is probable that total contract costs will exceed total contract revenue, the expected loss (foreseeable loss) is recognised as an expense immediately in the statement of profit and loss.

Notes:

(a) Increase in Debt Equity ratio is mainly on account of increase in borrowings during the year to meet the working capital requirement of the Company and its subsidiaries along with reduction in project margins caused by enhanced sub-contractor costs and overheads which reduced the equity base.

(b) Debt Service Coverage ratio has worsened on account of increase in loss at an EBITDA level coupled with increase in borrowings during the year to meet the working capital requirement of the Company and its subsidiaries.

(d) The Company is not engaged in the business of manufacturing or trading of goods or services and consequently this ratio is not applicable.

(e) Delay in collection of old receivables coupled with the lower turnover during the year had a consequent effect on the trade receivable to turnover ratio.

(f) Delay in collection from customer, reduction in trade payables and reduction in turnover during the year resulted in this ratio.

(g) Lower gross margin on account of enhanced sub-contractor costs and overheads due to project delays alongwith increase in interest costs resulted in this ratio.

(h) Reduction in revenue coupled with lower gross margin on account of enhanced sub-contractor costs and overheads resulted in this ratio.

(i) The Company does not have return bearing investments and hence the ratio is not applicable.

42 Contingent Liabilities and Commitments Particulars	31 March 2023	31 March 2022
Contingent liabilities (Refer note 53]
(a) The Claim against the Company under Andhra Pradesh Goods and Services Tax Act, 2017, Rajasthan Goods and Services Tax Act, 2017, Gujarat Goods and Services Tax Act 2017 demanding tax, penalty and interest (net of provision) *	345.04	249.41
(b) Demand raised by Income Tax authorities	14.14	66.63
(c) Demand raised by Egypt VAT inspection authority	30.95	56.19
(d) Liquidated damages not acknowledged as debt (net of provision)	495.95	608.78
	886.08	981.01
* The demand was raised on Sterling and Wilson Private Limited (''SWPL''] by Authorities. However, pursuant to the Scheme of Arrangement, the business of the Company was held in trust by Sterling and Wilson Private Limited (''SWPL'') with effect from 9 March 2017 to 28 March 2018 (the date on which Scheme become approved by regulatory authorities). Accordingly, the contingent liability is considered in the books of the Company.
Particulars	31 March 2023	31 March 2022
Capital and other commitments
Capital Commitment towards partner''s capital contribution in Sterling Wilson - SPCPL - Chint Moroccan Venture	0.01	0.01
Capital commitment (net of advances) for procurement of property, plant and equipment	0.32	0.2 3
Unspent Corporate Social Responsibilty amount (Refer note 47)	2.10	-
	2.43	0.24

Other commitments

a] The Company has issued letters of undertaking to provide need based financial support to its subsidiaries Sterling and Wilson Saudi Arabia Limited and Sterling and Wilson Solar LLC, Oman.

b] The Company had issued corporate guarantee to Emirates NBD Bank PJSC, Dubai, (''Bank'') and outstanding as at 31 March 2023 is AED 18.30 crore ('' 409.40 crore] (31 March 2022: AED 18.30 crore ('' 376.21 crore]] in respect of borrowing facility to be extended by Bank to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till 12 November 2023.

c] The Company had issued corporate guarantee to Union Bank of India, DIFC Branch (''UBI''] and outstanding as at 31 March 2023 is USD 7.00 crore ('' 575.15 crore] (31 March 2022: USD 7.00 crore ('' 528.64 crore]] in respect of borrowing facility to be extended by the UBI to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till 1 March 2025.

d] The Company had issued corporate guarantee to The Hongkong and Shanghai Banking Corporation Limited (''HSBC''] and outstanding as at 31 March 2023 is AUD 1.70 crore ('' 93.57 crore] (31 March 2022: AUD 1.70 crore ('' 96.16 crore]] in respect of borrowing facility to be extended by HSBC to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till 30 August 2023.

e] The Company had signed Corporate Guarantee cum Indemnity Agreement dated 30 March 2022 with its wholly owned subsidiary Sterling and Wilson International Solar FZCO in respect of the Indemnity Agreement signed by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders"] and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited] and outstanding amount as at 31 March 202 3 is USD 4.68 crore ('' 384.53 crore] (31 March 2022: USD 4.68 crore ('' 353.75 crore]]. Also Refer Note 53.

f] During the year, the Company has issued corporate guarantee to Intesa Sanpaolo, Dubai branch and outstanding as at 31 March 2023 is USD 1.70 crore ('' 139.68 crore] in respect of borrowing facility to be extended by Intesa Sanpaolo to the Company''s

subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till 25 March 2024.

g] During the year the Company has issued a Corporate Guarantee amounting to USD 1.25 crore ('' 102.37 crore] to Atlantic Insurance Company, USA to enable it to issue a surety bond on behalf of the Company''s step down subsidiary, Sterling and Wilson Solar Solutions Inc. The surety bond shall be valid till 16 January 2027.

h] The Hon''ble Supreme Court of India ("SC"] by it''s order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

In the view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

i] A customer in respect of a 93.30 MW DC Photovoltaic solar energy generation facility has initiated Arbitration proceedings for recovery of liquidated damages levied and (unsubstantiated] costs amounting to '' 255.10 crore (31 March 2022: '' 234.70 crore]. The Company has responded to the same as part of the proceedings. As on date the customer owes to the Company an overdue amount of '' 133.95 crore (31 March 2022: '' 123.24 crore] towards EPC work with a further amount of '' 6.84 crore (31 March 2022: '' 6.29 crore] towards unbilled receivable, pending certification of final invoice. The Company has also made a claim of '' 78.84 crore (31 March 2022: '' 66.39 crore] towards prolongation cost, interest on overdue payment and other ancillary costs on the customer. Basis the contractual rights available, the management is confident of full recovery of the receivables and unbilled revenue as at 31 March 2023 and accordingly believes that no further provision is required pertaining to liquidated damages and costs as claimed by the customer. These amounts are covered under indemnity from the promotors of the Company (Refer note 53]

j] The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business.

The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its standalone financial statements. The Company''s management does not reasonably expect that these legal notices, when ultimately concluded and determined, will have a material and adverse effect on Company''s results of operations or financial condition.

43 Employee Benefits Defined contribution plan:

Contribution to provident fund, Employee State Insurance Scheme and other funds aggregating to '' 13.98 crore (31 March 2022: '' 16.02 crore) is recognised as an expense and included in ''Employee benefits expenses''.

Defined benefit plan and long-term employee benefits:

General description

Gratuity (Defined benefit plan)

Compensated absences (Long-term employee benefits)

Long term leave wages are payable to all eligible employees at the rate of daily gross salary for each day of accumulated leave on death or on resignation or upon retirement.

The Company''s liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable to the Company.

Compensated absences

Compensated absences for employee benefits of '' 5.84 crore (31 March 2022: '' 3.71 crore) expected to be paid in exchange for the services is recognised as an expense during the year.

44 Share based payments

On 27 March 2019, The Board of Directors of the Holding Company has proposed to Institute the Scheme for Employee Stock Option Plan (''ESOP'' or ''Scheme'') subject to approval of Shareholders''. The said Scheme has been approved by the Shareholders on 30 May 2021 and grant of the stock options was approved by Nomination and Remuneration Committee effective 15 July 2021. Pursuant to Scheme the Company has granted and has reserved 1,301,213 new stock grants to eligible employees, the exercise price of these ESOP is '' 238 per share and the same would get vested in 4 annual tranches of 25% each, commencing one year from date of grant, i.e. 15 July 2021.

47 Corporate social responsibility

48 Disclosure under Ind AS 115, Revenue from Contracts with Customers

B) Disaggreagtion of revenue from contracts with customers

E) Performance obligation

sheet date relative to the estimated total contract costs.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year/period the loss becomes known. Variations in contract work, claims, incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

The Company recognises revenue from Operations and Maintenance services using the time-elapsed measure of progress i.e input method on a straight line basis.

There is no revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at 31 March 2023 and 31 March 2022, except as disclosed below.

The following table includes revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at 31 March 2023 in respect of EPC contracts that have original expected duration of more than one year:

F) Practical expedients:

50 Segment Reporting

A. Basis for segmentation

The Company is primarily engaged in the business of complete turnkey solution for Engineering, Procurement, Construction, Operation and maintenance of Renewable Energy Power projects. The Company''s Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on financial information for EPC business and Operation and maintenance service based on analysis of certain performance indicators viz. Gross margin, Profit after tax. Accordingly, the Group has determined its reportable segments under Ind AS 108 "Operating Segments" as follows:

- Engineering, Procurement and Construction (EPC) business; and

- Operation and maintenance service.

B. Business Segment

Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

C. Geographical information

Business in India, the Company''s country of domicile, represented approximately 42.42% during the year ended 31 March 2023 (31 March 2022: 15.96%) of its net revenues.

The Company''s business in Australia and Chile represented 48.68% and 4.84%, respectively, of its net revenues during the year ended 31 March 2023 (31 March 2022: Chile and Australia represented 67.75% and 12.19% respectively). No other country individually comprised 10% or more of the Company''s Standalone net revenues during these periods.

(c) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

i) Credit risk ;

ii) Liquidity risk ; and

iii) Market risk

Risk management framework

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment in debt securities. The carrying amounts of financial assets represent the maximum credit exposure.

Trade and other receivables

Net trade receivable as on 31 March 2023 is '' 546.08 crore (31 March 2022: '' 589.78 crore).

Two largest customers (net of expected credit loss provision) have a total concentration of 41.06% (31 March 2022: Two largest customers had a total concentration of 31.09%) of net trade receivable.

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

Cash and bank balances

The Company held cash and cash equivalents and other bank balances with credit worthy banks and financial institutions of '' 68.73 crore and '' 384.45 crore as at 31 March 2023 and 31 March 2022 respectively. The credit worthiness of the such bank and financial institutions is evaluated by management on an ongoing basis and is considered to be good.

Derivatives

Guarantees

The Company''s policy is to provide the financial guarantees and surety bond for its subsidiaries. The outstanding guarantee and surety bond as at 31 March 2023 is '' 1,602.32 crore and 102.37 crore respectively (31 March 2022: '' 1,401.06 crore and '' Nil). The financial guarantees were given to banks and the surety bond was given to an Insurance Company in respect of credit facilities availed by a subsidiary of the Company.

Security deposits given to lessors

The Company has given security deposit to lessors for premises leased by the Company as at 31 March 2023 and 31 March 2022. The Company monitors the credit worthiness of such lessors where the amount of security deposit is material.

Loans, investments in group companies

The Company has given unsecured loans to its subsidiaries as at 31 March 2023 and 31 March 2022. The Company has reviewed the carrying amounts of loans to determine whether there is any indication that those loans have suffered an impairment loss, as at 31 March 2023 no such indication exist.

Other than the trade receivables and other receivables, the Company has no other financial assets that are past due but not impaired.

ii Liquidity risk

As at 31 March 2023, the Company had unsecured borrowings from banks and others of '' 56.68 crore (31 March 2022: '' 42.14 crore), secured borrowings from banks of '' 1,641.42 crore (31 March 2022: '' 264.72 crore), secured loan from financial institution of '' 100 crore (31 March 22: Nil), secured commercial papers '' Nil (31 March 2022: '' 37.34 crore), cash credit loan from banks of '' 42.08 crore (31 March 2022: '' 46.37 crore), cash and cash equivalents of '' 23.32 crore (31 March

2022: '' 344.85 crore] and other bank balances of '' 45.41 Crore (31 March 2022: '' 39.60 crore).

During the year ended 31 March 2023, there were no instances of delay in repayment of working capital loans.

During the year ended 31 March 2022, there were 23 instances of delay in repayment of working capital loans to twelve Banks for a period ranging between 1 to 28 days. There were no instances of delays in working capital loans other than as mentioned. Further, the same were regularised and there was no overdue outstanding as at 31 March 2022.

Exposure to liquidity risk

The table below analyses the Company''s financial assets and financial liabilities into relevant maturity groupings based on their contractual maturities for derivative and non derivative financial assets and financial liabilities:

exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. The Company has applied hedge accounting to manage volatility in profit or loss on account of foreign currency risk during the year ended 31 March 2023.

(a) Currency Risk

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

(c) Capital Management

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings and obligations under leases, less cash and cash equivalents. Adjusted equity comprises all components of equity. Charge for the year on goodwill amortisation has been deducted while calculating total equity of the company since it represents a pure non-cash expense.

53 On 29 December 2021, the Company has signed an Indemnity Agreement with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders") and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited] pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries/branches for a net amount, if it exceeds '' 300.00 crore, on settlement of liquidated damages pertaining to certain identified past and existing

projects (as on the date of signing the aforementioned agreements], old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters. These amounts would be settled by 30 September 2022 and thereafter on 30 September of each succeeding year, on the basis of the final settlement amounts with customers/suppliers/other authorities. Consequently, trade receivables from the customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT''] and bank guarantees

encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. The Promoter Selling Shareholders are consequently entitled to net off the amounts payable, with specific counter-claims levied and recovered by the Company and its subsidiaries/branches on its customers/vendors relating to these matters.

I n line with the terms of the Indemnity Agreement, the Company has determined the crystallized claim to be levied on the Promoter Selling Shareholders for the period ending 30 September, 2022, after deduction of '' 300.00 crore to be borne by the Company and its subsidiaries/ branches, for which the provisions (including '' 142.14 crore by the Company''s subsidiaries] were recorded upto 31 December, 2021. The Company has aligned a part of this provision along certain financial heads in keeping with the crystallized claims as on 30 September 2022. Consequently, this has resulted in an increase in Other Income by '' 90.35 crore which has been offset by a reduction in Revenue from operations by '' 90.35 crore. This has no impact on the loss after tax for the year ended 31 March, 2023.

During the current year, the Company had raised Indemnity Calculation Notice on the Promoter Selling Shareholders towards the crystallized claim amounting to '' 90.14 crore comprising of '' 66.67 crore against indemnity matters and '' 2 3.47 crore towards legal fees paid by the Company for matters under dispute. As of 31 March 2023, '' 11.47 crore relating to legal fees was outstanding, which has been received subsequent to the year end.

54 The Company, entered into a contract for a 100 MW AC Photovoltaic plant in the state of Karnataka with an infrastructure company ("customer"] to cater to inhouse power demands of the large office space facilities at Bangalore of a real estate developer ("developer"]. The works were majorly completed by end February 2018 and the balance work was pending due to non-availability of land, which was in the scope of the customer. In October 2018, National Company Law Tribunal ("NCLT"] actions were initiated against the customer group and the Company issued a work suspension notice to the customer, for balance of payments, with a copy to the developer. The developer issued directions to the Company, vide a letter, to go ahead with the works/maintenance of the plant wherein they also assured the Company that they

would make the payment if the customer failed to pay. As on date, the customer owes the Company '' 92.45 crore. In addition, an amount of '' 64.10 crore under confirmed, irrevocable Letters of Credit arranged by the customer from their bank mainly for the supplies which had been discounted by the Company, after confirmation, both from the customer and their bank, became due. Due to the NCLT actions against the customer group, the customer''s bank refused to make the payment to the Company''s bank citing prevention against doing the same due to the NCLT order, and the Company had to return the amount back to its bank.

During the year ended 31 March 2020, the Company had initiated legal proceedings in both these matters, which are now pending with the National Company Law Appellate Tribunal. Further, during the year ended 31 March 2023, the Company has filed a criminal complaint against the developer.

The Company has sought legal opinions regarding the amount due from the developer as per their assurance letter and from the customer''s bank due to failure to pay confirmed Letters of Credit and has been advised that the said amounts are recoverable. The amount of '' 92.45 crore and '' 64.10 crore is shown under the head Trade Receivables and Other Financial Assets, respectively. Both the above are covered under the Indemnity Agreement as given in Note 53 above.

55 The Red Herring Prospectus dated 29 July 2019 stated that Shapoorji Pallonji and Company Private Limited and Khurshed Yazdi Daruvala ("Selling Shareholders"] shall use a portion of the net offer proceeds towards funding full repayment of the outstanding inter-corporate deposits payable by a fellow subsidiary to the Company. The balance outstanding as at the beginning of the previou year was entirely repaid during the previous year along with all interest accrued thereagainst.

The Company has responded to queries on this matter raised by the concerned authorities. The Company, based on independent opinions from legal experts, has determined that there is no non-compliance with any provisions of the Companies Act, 2013 and/or SEBI (Issue of Capital and Disclosure Requirements] Regulations, 2018, by the Company, in respect of this matter.

56 During the current year, the managerial remuneration paid by the Company in relation to its Manager is in excess of the limits laid down under Section 197 of the Companies Act, 2013, read with schedule V to the Act by '' 1.00 crore. The Company is in the process of obtaining approval for '' 1.00 crore towards the managerial remuneration for the financial year 2022-2023 from its shareholders at the forthcoming annual general meeting.

57 The Company''s international transactions with related parties are at arm''s leng th as per the Independent accountants report for the year ended 31 March 2022. Management believes that the Company''s international transactions with related parties post 31 March 2022 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these

standalone financial statements, particularly on amount of tax expense and that of provision for taxation.

58 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code of Social Security, 2020 on 13 Novemeber 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Other matters

Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

Mar 31, 2022

(B) Rights, preferences and restrictions attached to equity shares

shares on which any call or other sums presently payable have not been paid.

*Pursuant to the Share Subscription Agreement ("SSAâ] dated October 10, 2021 entered into between the Company, Shapoorji Pallonji and Company Private Limited ("SPCPLâ], Mr. Khurshed Yazdi Daruvala and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited) ("RNELâ), 29,333,333 equity shares were allotted by the Company on December 30, 2021 to RNEL on a preferential basis. Pursuant to the Share Purchase Agreement ("SPAâ] dated October 10, 2021 entered into between SPCPL, Mr. Khurshed Yazdi Daruvala and RNEL, SPCPL has sold 18,400,000 equity shares of the Company to RNEL on January 06, 2022. Also, pursuant to the open offer made by RNEL, 8,476,251 equity shares were acquired by RNEL on January 28, 2022. Further, SPCPL and Mr. Khurshed Yazdi Daruvala have sold 15,380,904 and 4,286,846 equity shares respectively to RNEL on February 09, 2022. On completion of all the above, RNEL holds 75,877,334 equity shares representing 40.00% of the total share capital of the Company as on date. Accordingly effective December 30 2021 the Company ceased to be a subsidiary of SPCPL.

(F) Equity Shares allotted as fully paid-up without payment being received in cash

During the year ended 31 March 2018:

b] 3,558 equity shares were issued without payment being received in cash on conversion of loan to equity.

(G) Employee stock option

On March 27, 2019, The Board of Directors of the Holding Company has proposed to Institute the Scheme for Employee Stock Option Plan (''ESOP'' or ''Scheme'') subject to approval of Shareholders''. The said Scheme has been approved by the Shareholders on May 30, 2021 and grant of the stock options was approved by Nomination and Remuneration Committee effective July 15, 2021. Pursuant to Scheme the Company has granted and has reserved 1,301,213 new stock grants to eligible employees, the exercise price of these ESOP is '' 238 per share and the same would get vested in 4 annual tranches of 25% each, commencing one year from date of grant, i.e.July 15, 2021. Refer note 44 for disclosure on share based payments.

(i) Capital reserve on demerger

The Company''s capital reserve on demerger is on account of the difference between the net assets and liabilities taken over relating to the Solar-EPC business pursuant to the scheme of arrangement.

(ii) Capital redemption reserve

Capital redemption reserve comprises of an amount equal to nominal value of Class B share bought back out of free reserves of Sterling & Wilson - Waaree Private Limited (''SWWPL''), SWWPL has been merged with the Company effective from April 1, 2020 (Refer note 4). Capital redemption reserve is created out of profits available for distribution towards buy back of equity share of the SWWPL. This reserve can be used for the purpose of issue of Bonus shares.

(iii) Securities Premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

(iv) Employee stock option reserve

(v) Retained earnings

Retained earnings are the (loss) / profits that the Group has incurred / earned till date, less any transfers to general reserve, dividends or other distributions paid to the owners of the Group and also includes Remeasurements of defined benefit liability, net of tax.

(vi) Effective portion of cash flow hedge

Details of the security and repayment terms :

(a] Secured Cash Credit facilities from banks under consortium arrangement carrying amount as at March 31, 2022 of '' 46.37 Crore (March 31, 2021: '' 97.79 Crore). The bank includes Union Bank of India, State Bank of India, IDBI Bank Limited, DBS Bank India Limited, Axis Bank Limited, ICICI Bank Limited, IndusInd Bank Limited, IDFC First Bank Limited and RBL Bank Limited. The lead bank for the consortium arrangement is Union Bank of India. The Cash Credit is repayable on demand and carries a variable interest rate of 8.45% to 12.00% (March 31, 2021: 8.50% p.a. to 11.75% p.a.). The Cash Credit is secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company.

(b) Secured Working Capital Loan from banks under consortium arrangement carrying amount as at March 31, 2022 of '' 264.72 Crore, the banks includes Union Bank of India, State Bank of India, IDBI Bank Limited, DBS Bank India Limited, IndusInd Bank Limited, Axis Bank Limited, ICICI Bank Limited, RBL Bank Limited and IDFC First Bank Limited, the lead bank for the consortium arrangement is Union Bank of India. The loan carries a variable interest rate which ranges from 8.45% to 12.00%. The loans are secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. Working Capital Loan is subject to repayment / roll-over on due date, for a period of 30-180 days based on santioned terms and conditions. Secured working

capital loan from banks under Consortium arrangement having carring amount as at March 31, 2021 of '' 166.55 crore, the bank includes Union Bank of India, State Bank of India, IDBI Bank Limited, DBS Bank India Limited, IndusInd Bank Limited, Axis Bank Limited, ICICI Bank Limited, RBL Bank Limited and IDFC First Bank Limited, the lead bank for the consortium arrangement is Union Bank of India. The loan carries a variable interest rate which ranges from 8.50% to 11.75%. The loans are secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company. Working capital loan is subject to repayment / roll-over on due date, for a period of 30-180 days based on santioned terms and condition.

(c) Secured commercial paper from IIFCL Mutual Fund Infrastructure Debt Fund Series-I having carrying amount as at March 31, 2021 of '' 37.34 crore carries a discount rate of 9.75% p.a.. The commercial paper is repayable on December 2021 and was fully prepaid on October 14, 2021 along with interest upto the date of prepayment. The commercial paper is secured by charge on Inter corporate deposit receivable from Sterling and Wilson Private Limited, a fellow subsidiary of the Company upto Deember 29, 2021. The Commercial paper is listed on Bombay Stock Exchange on March 31, 2021.

(d) Unsecured Working Capital loan from HSBC Bank carrying amount as at March 31, 2022 of '' Nil (March 31, 2021: '' 25.30 Crore) carries a variable interest rate ranging from 10.20% p.a. to 10.70% p.a. (March 31, 2021: 10.20% p.a.

to 10.70% p.a.]. The Company has repaid '' 0.30 Crore in April 2021, '' 5.00 Crore in May 2021, '' 5 Crore in June 2021, '' 5 Crore in July 2021 and remaining '' 10 Crore in October 2021.

(e) Unsecured Packing Credit facility from Deustsche Bank carrying amount as at March 31, 2022 of '' Nil carries a interest rate ranging from of 7.00% p.a. to 9.70% p.a. The Company has repaid '' 10 Crore in May 2021, '' 9 Crore in August 2021 and remaining '' 10 Crore in October 2021.

(f) Unsecured loan from Esterlina Solar Engineers Private Limited having carrying amount as at March 31, 2022 of '' Nil (March 31, 2021 '' 29.75 crore) carries a fixed interest of 11.00% p.a.. The loan is repayable on demand.

(g) Unsecured Supplier credit facilities from Oxyzo Financial Services Private Limited and OFB Tech Private Limited, carrying amount as at March 31, 2022 of '' 20.04 crore and 22.10 crore respectively (as at March 31, 2021: Nil) carries an interest rate of 12.00% p.a. and is repayable within 120 days from draw down date.

Provision for liquidated damages:

Provision for liquidated damages: Liquidated damages are contractual obligations affecting the contract revenue in case of the works contracts with customers arising as a result of penalties from delays caused in the completion of a contract. For contracts delayed beyond the stipulated contract completion periods, management has estimated the liability that could arise on these contracts.

Provision for foreseeable loss/onerous contracts

Other commitments

a] The Company has issued letters of undertakings to provide need based financial support to its subsidiaries Sterling and Wilson Saudi Arabia Limited and Sterling and Wilson Solar LLC, Oman.

b] The Company had issued corporate guarantee to FirstRand Bank Limited (''FRBL''] and outstanding as at March 31, 2022 is ZAR Nil crore ('' Nil crore] (March 31,

2021: ZAR 25.00 crore ('' 123.58 crore]] in respect of borrowing facility to be extended by the FRBL to step down subsidiary of the Company, Sterling and Wilson Engineering (Pty] Limited. The corporate guarantee stands cancelled as at March 31, 2022.

c] The Company had issued corporate guarantee to Emirates NBD Bank PJSC, Dubai, (''Bank''] and outstanding as at March 31, 2022 is AED 18.30 crore ('' 376.21

crore] (March 31, 2021: AED 18.30 crore ('' 365.18 crore]] in respect of borrowing facility to be extended by Bank to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till November 12, 2023.

d] The Company had issued corporate guarantee to Union Bank of India, DIFC Branch (''UBI''] and outstanding as at March 31, 2022 is USD 7.00 crore ('' 528.64 crore] (March 31, 2021: USD 7.00 crore ('' 513.08 crore]] in respect of borrowing facility to be extended by the UBI to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till March 1, 2025.

e] The Company had issued corporate guarantee to IndusInd Bank Limited, Gift city branch (''IndusInd''] and outstanding as at March 31, 2022 is USD 0.60 crore ('' 45.31 crore] (March 31, 2021: USD 0.60 crore ('' 43.98 crore] in respect of borrowing facility to be extended by the IndusInd to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till April 27, 2022.

f] During the current year the Company had issued corporate guarantee to The Hongkong and Shanghai Banking Corporation Limited (''HSBC''] and outstanding as at March 31, 2022 is AUD 1.70 crore ('' 96.16 crore] in respect of borrowing facility to be extended by the HSBC to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till August 31, 2022.

g] During the current year, the Company has signed Corporate Guarantee cum Indemnity Agreement dated March 30, 2022 with its wholly owned subsidiary Sterling and Wilson International FZCO in respect of the Indemnity Agreement signed by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders"] and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited] and outstanding amount as at March 31, 2022 is USD 4.60 crore ('' 353.75 crore]. Also Refer Note 54.

h] The Hon''ble Supreme Court of India ("SC"] by it''s order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based

on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to March 31, 2019 is not significant. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

i] A customer in respect of a 93.30 MW DC Photovoltaic solar energy generation facility has initiated Arbitration proceedings for recovery of liquidated damages levied and (unsubstantiated] costs amounting to '' 234.70 crore (March 31, 2021: '' 227.57 crore]. The Company has responded to the same as part of the proceedings. As on date the customer owes to the Company an overdue amount of '' 123.24 crore (March 31, 2021: ''119.50 crore] towards EPC work with a further amount of '' 6.29 crore (March 31, 2021: '' 10.17 crore] towards unbilled receivable, pending certification of final invoice. The Company has also made a claim of '' 66.39 crore (March 31, 2021: '' 94.18 crore] towards prolongation cost, interest on overdue payment and other ancillary costs on the customer. Basis the contractual rights available, the management is confident of full recovery of the receivables and unbilled revenue as at March 31, 2022 and accordingly believes that no further provision is required pertaining to liquidated damages and costs as claimed by the customer. These amounts are covered under indemnity from the promotors of the Company (Refer note 54].

j] The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its standalone financial statements. The Company''s management does not reasonably expect that these legal notices, when ultimately concluded and determined, will have a material and adverse effect on Company''s results of operations or financial condition.

43 Employee Benefits Defined contribution plan:

Contribution to provident fund and other funds aggregating to '' 16.02 crore (March 31, 2022: '' 10.87 crore] is recognised as an expense and included in ''Employee benefits expenses''.

Defined benefit plan and long-term employee benefits:

General description

Gratuity (Defined benefit plan)

Compensated absences (Long-term employee benefits)

Long term leave wages are payable to all eligible employees at the rate of daily gross salary for each day of accumulated leave on death or on resignation or upon retirement:-

Estimates of future salary increases, considered in actuarial valuation, take account of inflation,

seniority, promotion and other relevant factors, such as supply and demand in the employment market. The Company''s liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable to the Company.

Compensated absences

Compensated absences for employee benefits of '' 3.71 crore (March 31, 2021: '' 4.26 crore) expected to be paid in exchange for the services is recognised as an expense during the year.

44 Share Based Payments

On March 27, 2019, The Board of Directors of the Holding Company has proposed to Institute the Scheme for Employee Stock Option Plan (''ESOP'' or ''Scheme'') subject to approval of Shareholders''. The said Scheme has been approved by the Shareholders on May 30, 2021 and grant of the stock options was approved by Nomination and Remuneration Committee effective July 15, 2021. Pursuant to Scheme the Company has granted and has reserved 1,301,213 new stock grants to eligible employees, the exercise price of these ESOP is '' 2 38 per share and the same would get vested in 4 annual tranches of 25% each, commencing one year from date of grant, i.e. July 15, 2021.

47 Corporate Social Responsibility

48 Disclosure under Ind AS 115, Revenue from Contracts with Customers

B) Disaggreagtion of revenue from contracts with customers

E) Performance obligation

The Company undertakes Engineering, Procurement and Construction business. The ongoing contracts with customers are for Solar utility and Rooftop Project. The type of work in these contracts involve construction, engineering, designing, supply of materials, development of system, installation, project management, operations and maintenance etc. The Company evaluates whether each contract consists of a single performance obligation or multiple performance obligations. Contracts where the Company provides a significant integration service to the customer by combining all the goods and services are concluded to have a single performance obligations. Contracts with no significant integration service, and where the customer can benefit from each unit on its own, are concluded to have multiple performance obligations. In such cases consideration is allocated to each performance obligation, based on standalone selling prices. Where the Company enters into multiple contracts with the same customer, the Company evaluates whether the contract is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated with the customer and whether the individual contracts have single performance obligations or not.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year/period the loss becomes known. Variations in contract work, claims, incentive payments are included in contract revenue to the

extent that may have been agreed with the customer and are capable of being reliably measured.

The Company recognises revenue from Operations and Maintenance services using the time-elapsed measure of progress i.e input method on a straight line basis.

There is no revenue to be recognised in future related to performance obligations that are unsatisfied

(or partially satisfied) as at March 31, 2022 and March 31, 2021, except as disclosed below.

The following table includes revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at March 31, 2022 in respect of EPC contracts that have original expected duration of more than one year:

F) Practical expedients:

to a customer and when the customer pays for that good or service will be one year or less.

50 Segment Reporting A. Basis for segmentation

The Company is primarily engaged in the business of complete Turnkey solution for Engineering, Procurement, Construction, Operation and maintenance of Solar Power projects. The Company''s Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on financial information for Solar EPC and Solar Operation and maintenance service based on analysis of various performance indicators viz. Profit after tax. Accordingly, the Company has determined its reportable segments under Ind AS 108 "Operating Segments" as follows:

- Engineering, Procurement and Construction (Solar EPC) business; and

- Operation and maintenance service.

B. Business Segment

The Company''s revenues and assets represents company''s businesses viz. Solar EPC and Solar Operation and maintenance service. Accordingly, Revenue and expenses have been identified to a segment on the basis of direct relationship to operating activities of the segment. Expenditure which are not directly identifiable but has a relationship to the operating activities of the segment are allocated on a reasonable basis. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable". Segment assets and segment liabilities represent assets and liabilities of respective segment. Investments, tax related assets/ liabilities and other common assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

(c) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

i) Credit risk ;

ii) Liquidity risk; and

iii) Market risk

Risk management framework

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment in debt securities. The carrying amounts of financial assets represent the maximum credit exposure.

Trade and other receivables

Net trade receivable as on March 31, 2022 is '' 589.78 crore (March 31, 2021: '' 769.99 crore).

Two largest customers (net of expected credit loss provision) have a total concentration of 31.09% (March 31, 2021: Two largest customers had a total concentration of 25.83%) of net trade receivable.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables and other receivables to mitigate the

risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Cash and bank balances

The Company held cash and cash equivalents and other bank balances with credit worthy banks and financial institutions of '' 384.45 crore and '' 173.76 crore as at March 31, 2022 and March 31, 2021 respectively. The credit worthiness of the such bank and financial institutions is evaluated by management on an ongoing basis and is considered to be good.

Derivatives

Guarantees

The Company''s policy is to provide the financial guarantees only for its subsidiaries. The outstanding guarantee as at March 31, 2022 is '' 1,401.06 crore (March 31, 2021: '' 1,045.82 crore), these guarantee were given to banks in respect of credit facilities availed by a subsidiary of the Company.

Security deposits given to lessors

The Company has given security deposit to lessors for premises leased by the Company as at March 31, 2022 and March 31, 2021. The Company monitors the credit worthiness of such lessors where the amount of security deposit is material.

Inter-corporate deposits/ Loans, investments in group companies

The Company has given secured and unsecured Inter-corporate deposits/ loans to its subsidiaries and fellow subsidiaries as at March 31, 2022 and March 31, 2021. The Company has reviewed the carrying amounts of Inter-corporate deposits/ loans to determine whether there is any indication that those loans have suffered an impairment loss, as at March 31, 2022 no such indication exist.

Other than the trade receivables and other receivables, the Company has no other financial assets that are past due but not impaired.

ii Liquidity risk

As at March 31, 2022, the Company had unsecured borrowings from banks and others of '' 42.14 crore (March 31, 2021: '' 84.05 crore), secured borrowings from banks of '' 264.72 crore (March 31, 2021: '' 166.55 crore), secured commercial papers '' Nil (March 31, 2021: '' 37.34 crore), cash credit loan from banks of '' 46.37 crore (March 31,

2021: '' 122.69 crore], cash and cash equivalents of '' 344.85 crore (March 31, 2021: '' 122.69 crore) and other bank balances of '' 39.60 Crore (March 31, 2021: '' 51.02 crore).

During the year there were twenty three occasions (March 31, 2021 : twelve occasions) of delay in repayment of working capital loans to twelve Banks (March 31, 2021 : three banks) for a period ranging

between 1 to 28 days (March 31, 2021 : 1 to 9 days and in one instance 29 days (during which period the Company was in discussion with the bank for a rollover)). There were no instances of delays in working capital loans other than as mentioned. Further the same were regularized and there is no overdue outstanding as at March 31, 2022 and March 31, 2021 (Refer note 58).

The gross inflows/(outflows] disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iii Market risk

activities and revenue generating and operating activities in foreign currencies. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. The Company has applied hedge accounting to manage volatility in profit or loss on account of foreign currency risk during the year ended March 31, 2022.

(a) Currency Risk

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

(b) Interest rate risk

(c) Capital Management

53 Pursuant to a resolution dated June 23, 2020, the shareholders of the Company expressed their intent to convert loan given to Sterling and Wilson International Solar FZCO, a subsidiary of the Company, into equity. Accordingly, the loan given to subsidiary amounting to USD 5.00 crore, equivalent to '' 367.53 crore, was converted into equity shares on receipt of approval from statutory and regulatory authorities on December 28, 2020.

54 During the year, the Company has signed an Indemnity Agreement with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders") and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited] pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries/branches for a net amount, if it exceeds '' 300.00 crore, on settlement of liquidated damages pertaining to certain identified past and existing projects (as on the date of signing the aforementioned agreements], old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters. These amounts would be settled by September 30, 2022 and thereafter on September 30 of each succeeding year, on the basis of the final settlement amounts with

customers/suppliers/other authorities. Consequently, trade receivables from the customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT''] and bank guarantees encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. The Promoter Selling Shareholders are consequently entitled to net off the amounts payable, with specific counter-claims levied and recovered by the Company and its subsidiaries/branches on its customers/vendors relating to these matters.As at March 31, 2022, the Company has made provisions equivalent to '' 157.86 crore, including '' 37.54 crore during the year ended March 31, 2022. Additionally the Company''s subsidiaries have made provisions equivalent to '' 142.14 crore as at March 31, 2022. As explained above, since all future crystallized claims beyond the provided for '' 300.00 crore will be fully charged back and recovered from the Promoter Selling Shareholders, there will be no further impact on the results of the Company beyond March 31, 2022 due to the same.

55 The Company, entered into a contract for a 100 MW AC Photovoltaic plant in the state of Karnataka with an infrastructure company ("customer"] to cater to inhouse power demands of the large office space facilities at

Bangalore of a real estate developer ("developer"]. The works were majorly completed by end February 2018 and the balance work was pending due to non-availability of land, which was in the scope of the customer. In October 2018, the National Company Law Tribunal ("NCLT"] actions were initiated against the customer group and the Company issued a work suspension notice to the customer, for balance of payments, with a copy to the developer. The developer issued directions to the Company, vide a letter, to go ahead with the works/ maintenance of the plant where in they also assured the Company that they would make the payment if the customer failed to pay. As on date the customer owes the Company '' 92.45 crore. In addition, an amount of '' 64.10 crore under confirmed, irrevocable Letters of Credit arranged by the customer from their bank mainly for the supplies which had been discounted by the Company, after confirmation both from the customer and their bank, became due. Due to the NCLT actions against the customer group, the customer''s bank refused to make the payment to the Company''s bank citing prevention against doing the same due to the NCLT order, and the Company had to return the amount back to its bank.

During the year ended March 31, 2020, the Company has initiated legal proceedings in both these matters, which are now pending with the National Company Law Appellate Tribunal.

Basis the aforementioned legal opinions and the Management assessment, inspite of being confident of full recovery, considering the expected credit loss requirement of Ind AS 109 ""Financial Instruments"", the Management has recognised the provision to the extent of '' 31.33 crore as at March 31, 2022 (March 31, 2021 '' 31.33 crore], based on Management''s best estimate of collection of the aforementioned receivables as at March

31, 2022. This matter is also covered by the Indemnity Agreement (Refer note 54].

56 The Red Herring Prospectus dated July 29, 2019 stated that Shapoorji Pallonji and Company Private Limited and Khurshed Yazdi Daruvala ("Selling Shareholders"] shall use a portion of the net offer proceeds towards funding full repayment of the outstanding inter-corporate deposits payable by a fellow subsidiary to the Company. The balance outstanding as at the beginning of the year was entirely repaid during the year along with all interest accrued thereagainst.

57 During the year ended March 31, 2022, four customers of the Company encashed advance and performance bank guarantees amounting to '' 588.51 crore. Three of the projects are virtually completed and the last one is about 87.50% completed as of March 31, 2022. The Senior Management of the Company had several rounds of discussions with the customers and are actively engaged to resolve the matter. The Company has finalized settlement agreements with two customers, on the basis of which the entire amount against the corresponding bank guarantees encashed, amounting to '' 175.87 crore, was refunded by one customer, whilst the second customer is in the process of refunding an amount of '' 144.50 crore. Similar settlement agreements are under discussion for the other two projects. Based on the current ongoing discussions, the Management is hopeful that the issue will be resolved amicably, and accordingly there is no need to make provision for the same during the quarter and year ended March 31, 2022. The balance receivable has been shown as recoverable from customers under Other current financial assets as at March 31, 2022.

58 During the current year, the managerial remuneration provided by the Company in relation to its Manager is in excess of the limits laid down under Section 197 of the Companies Act, 2013, read with schedule V to the Act by '' 0.69 crore. The Company is in the process of obtaining

The Company has used the principles of prudence in applying judgements, estimates and assumption and based on the current estimates'' Management has assessed the impact of existing and anticipated impact of COVID-19 on future projected cash-flows. Based on all the above the Management believes that the Company will continue its business in the foreseeable future, so as to be able to realise its assets and discharge its liabilities in the normal course.

61 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code of Social Security, 2020 on 13 Novemeber 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

62 Other matters

Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

approval for '' 0.69 crore towards the managerial remuneration for the financial year 2021-2022 from its shareholders at the forthcoming annual general meeting.

59 The Company''s international transactions with related parties are at arm''s length as per the Independent accountants report for the year ended March 31, 2020. Management believes that the Company''s international transactions with related parties post March 31, 2020 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these standalone financial statements, particularly on amount of tax expense and that of provision for taxation.

60 The outbreak of the Coronavirus (COVID-19) pandemic had globally caused significant disturbance and slowdown of economic activity. During the year, the construction activities at various sites witnessed a slowdown as per the directives issued by various regulatory authorities which led to an increased cost of construction (including rise in module and commodity costs) as well as overheads due to extended time. Owing to these factors, the Company has faced liquidity challenges during a part of the year.

The Company continues to have an executable order book, a positive net-worth and favorable net current asset position. The Company''s Management and the Board of Directors of the Company have also made an assessment on going concern, after considering the Company''s projected cash flows for the next 12 months, as well as financing arrangements to fulfil its working capital requirements and necessary capital expenditure.

Mar 31, 2021

(E) Initial public offer

During the year ended March 31, 2020, Shapoorji Pallonji and Company Private Limited and Khurshed Yazdi Daruvala, the Shareholders have made an offer for sale which was subscribed for 36,533,820 Equity shares aggregating to '' 2,849.64 crore. The equity shares of the Company got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 20, 2019. Expenses incurred by the Company in connection with the IPO have been recovered from the Selling Shareholders. The initial public offer was an offer for sale by the Selling Shareholders, hence the disclosure requirement on utilisation of funds is not applicable.

(F) Share Split

During the year ended March 31, 2019, the Board of Directors of the Company approved a split of the Company''s common stock in the ratio of 1:10, with a corresponding change in the nominal value per share

from '' 10 per share to Re 1 per share. This stock split became effective on January 23, 2019 and, unless otherwise indicated, all share amounts and per share data, where applicable, has been adjusted retrospectively in accordance with the requirements of Ind AS 33 Earnings per share.

(G) Equity Shares allotted as fully paid-up without payment being received in cash During the year ended March 31, 2018:

b) 3,558 equity shares were issued without payment being received in cash on conversion of loan to equity.

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show o f hands) are in propo rtion to its share of the paid-up

equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

(i) Capital redemption reserve

Capital redemption reserve comprises of an amount equal to nominal value of Class B share bought back out of free reserves of Sterling & Wilson - Waaree Private Limited (''SWWPL''), SWWPL has been merged with the Company effective from April 1, 2020 (Refer note 4). Capital redemption reserve is created out of profits available for distribution towards buy back of equity share of the SWWPL. This reserve can be used for the purpose of issue of Bonus shares.

(ii) Capital reserve on demerger

The Company''s capital reserve on demerger is on account of the difference between the net assets and liabilities taken over relating to the Solar-EPC business pursuant to the scheme of arrangement.

(iii) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

(iv) Effective portion of cash flow hedge

(v) Foreign currency translation reserve

These comprise of all exchange differences arising from translation of financial statements of foreign operations.

Details of the security and repayment terms :

(a) Secured cash credit facilities from banks under Consortium arrangement having carring amount as at March 31, 2021 of '' 97.79 crore (March 31, 2020: '' 20.60 crore). The bank includes HDFC Bank Limited, IDFC First Bank Limited, DBS Bank India Limited, Union Bank of India, Axis Bank Limited, ICICI Bank Limited, IDBI Bank Limited and State Bank of India, the lead bank for the consortium arrangement is Union Bank of India. The cash credit is repayable on demand and carries a variable interest rate of 8.50% to 11.75% (March 31, 2020: 9.10% p.a. to 11.55% p.a.). The cash credit is secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-in-progress) of the Company.

(b) Secured short term loan from ICICI Bank Limited having carring amount as at March 31, 2020 of '' 100.00 crore carries a variable interest rate of MCLR (1 year) plus 90 basis points and the range is 8.85% p.a. to 10.95% p.a. (March 31, 2020: 9.00% p.a. to 10.50% p.a.). The loan was repaid in January 2021.

(c) Unsecured working capital loan from HSBC bank having carrying amount as at March 31, 2021 of '' 25.30 crore (March 31, 2020: '' 200.00 crore) carries a variable interest rate of MCLR plus mutually agreed basis points. The loan carries interest rate ranging from 10.20% p.a. to 10.70% p.a. (March 31, 2020: 10.20% p.a. to 10.70% p.a.). The Company has repaid '' 0.30 crore in April 2021, '' 5.00 crore in May 2021 and the balance amount is repayable in July 2021.

(d) Unsecured packing credit facility from Deustsche Bank having carrying amount as at March 31, 2020 of '' 107.47 crore carries a fixed interest of 15.00% p.a.. The Company has repaid '' 17.47 crore in June 2020 and the balance amount was repaid in September 2020.

(e) Unsecured packing credit facility from Deustsche Bank having carrying amount as at March 31, 2021 of '' 29.00 crore carries a interest rate ranging from of 7.00% p.a. to 7.70% p.a.. The Company has repaid '' 10.00 crore in May 2021 and the balance amount is repayable on June 30, 2021.

(f) Secured commercial paper from IIFCL Mutual Fund Infrastructure Debt Fund Series-I having carrying amount as at March 31, 2021 of '' 37.34 crore carries a discount rate of 9.75% p.a.. The commercial paper is repayable in December 2021, on maturity the amount payable is '' 40.00 crore. The commercial paper is secured by charge on Inter corporate deposit receivable from Sterling and Wilson Private Limited, a fellow subsidiary of the Company. The commercial paper is listed on Bombay Stock Exchange on March 31, 2021.

(g) Unsecured loan from Esterlina Solar Engineers Private Limited having carrying amount as at March 31, 2021 of '' 29.75 crore carries a fixed interest of 11.00% p.a.. The loan is repayable on demand.

(h) Secured working capital demand loan from banks under Consortium arrangement having carring amount as at March 31, 2021 of '' 166.55 crore, the bank includes IDFC First Bank Limited, DBS Bank India Limited, Union Bank of India, Axis Bank Limited, ICICI Bank Limited, IDBI Bank Limited, IndusInd Bank Limited, RBL Bank Limited and State Bank of India, the lead bank for the consortium arrangement is Union Bank of India. The loan carries a variable interest rate which ranges from 8.50% to 11.75%. The loans are secured by first pari passu charge over the current assets and movable fixed assets (excluding leasehold improvements and capital work-inprogress) of the Company. Working capital demand loan is subject to repayment / roll-over on due date, for a period of 30-180 days based on santioned terms and condition. Secured working capital demand loan from banks under Consortium arrangement having carring amount as at March 31, 2020 of '' 169.74 crore, the bank includes HDFC Bank Limited, IDFC First Bank Limited, DBS Bank India Limited, Union Bank of India, Axis Bank Limited, ICICI Bank Limited, IDBI Bank Limited and State Bank of India, the lead bank for the consortium arrangement is Union Bank of India. The loan carries a variable interest rate which ranges from 9.10% to 11.55%. The loans are secured by first pari passu charge over the current assets of the Company. The Company has repaid '' 42.00 crore in May 2020 and the balance loan of '' 80.36 crore, '' 22.00 crore, '' 19.00 crore and '' 6.38 crore was repaid in the month of July 2020, August 2020, September 2020 and October 2020 respectively.

a] The Company has issued letters of undertakings to provide need based financial support to its subsidiaries Sterling and Wilson Saudi Arabia Limited and Sterling and Wilson Solar LLC, Oman.

b] The Company had issued corporate guarantee to FirstRand Bank Limited (''FRBL''] and outstanding as at March 31, 2021 is ZAR 25.00 crore ('' 123.58 crore] (March 31, 2020: ZAR 25.00 crore ('' 104.34 crore]] in respect of borrowing facility to be extended by the FRBL to step down subsidiary of the Company, Sterling and Wilson Engineering (Pty] Limited. The corporate guarantee shall be valid till June 30, 2023.

c] The Company had issued corporate guarantee to Emirates NBD Bank PJSC, Dubai, (''Bank''] and outstanding as at March 31, 2021 is AED 18.30 crore ('' 365.18 crore] (AED 18.30 crore ('' 372.27 crore]] in respect of borrowing facility to be extended by Bank to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till November 12, 2023.

d] The Company had issued corporate guarantee to Union Bank of India, DIFC Branch (''UBI''] and outstanding as at March 31, 2021 is USD 7.00 crore ('' 513.08 crore] (USD 7.00 crore ('' 523.68 crore]] in respect of borrowing facility to be extended by the UBI to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till March 1, 2025.

e] During the current year the Company had issued corporate guarantee to IndusInd Bank Limited, Gift city branch (''IndusInd''] and outstanding as at March 31, 2021 is USD 0.60 crore ('' 43.98 crore] in respect of borrowing facility to be extended by the IndusInd to the Company''s subsidiary, Sterling and Wilson International Solar FZCO. The corporate guarantee shall be valid till April 27, 2022.

f] The Hon''ble Supreme Court of India ("SC"] by it''s order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution.

Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

In view of the management, the liability for the period from date of the SC order to March 31, 2019 is not significant. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

g] Subsequent to the balance sheet date, a customer in respect of a 93.30 MW DC Photovoltaic solar energy generation facility has initiated Arbitration proceedings for recovery of liquidated damages levied and (unsubstantiated] costs amounting to '' 227.57 crore. The Company will now be responding to the same as part of the proceedings. As on date the customer owes to the Company an overdue amount of '' 119.50 crore towards EPC work with a further amount of '' 10.17 crore towards unbilled receivable, pending certification of final invoice. The Company has also made a claim of '' 94.18 crore towards prolongation cost, interest on overdue payment and other ancillary costs on the customer. Basis the contractual rights available, the management is confident of full recovery of the receivables and unbilled revenue as at March 31, 2021 and accordingly believes that no further provision is required pertaining to liquidated damages and costs as claimed by the customer.

43 Employee Benefits Defined contribution plan:

Contribution to provident fund and other funds aggregating to '' 10.87 crore (March 31, 2020: '' 8.05 crore] is recognised as an expense and included in ''Employee benefits expenses''.

Defined benefit plan and long-term employee benefits:

General description

Gratuity (Defined benefit plan)

Estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,

promotion and other relevant factors, such as supply and demand in the employment market.

The Company''s liability on account of gratuity is not funded and hence the disclosures relating to the planned assets are not applicable to the Company.

Compensated absences

Compensated absences for employee benefits of '' 4.26 crore (March 31, 2020: '' 7.95 crore) expected to be paid in exchange for the services is recognised as an expense during the year.

is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year/period the loss becomes known.

Variations in contract work, claims, incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

The Company recognises revenue from Operations and Maintenance services using the time-elapsed measure of progress i.e input method on a straight line basis.

There is no revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at March 31, 2021 and March 31, 2020, except as disclosed below.

The following table includes revenue to be recognised in future related to performance obligations that are unsatisfied (or partially satisfied) as at March 31, 2021 in respect of EPC contracts that have original expected duration of more than one year:

E) Performance obligation

evaluates whether the contract is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated with the customer and whether the individual contracts have single performance obligations or not.

with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

with respect to the stage of completion, which

F) Practical expedients:

to a customer and when the customer pays for that good or service will be one year or less.

49 Segment Reporting A. Basis for segmentation

- Engineering, Procurement and Construction (Solar EPC) business; and

- Operation and maintenance service.

B. Business Segment

Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

Cash and bank balances

The Company held cash and cash equivalents and other bank balances with credit worthy banks and financial institutions of '' 173.76 crore and '' 192.59 crore as at March 31, 2021 and March 31, 2020 respectively. The credit worthiness of the such bank and financial institutions is evaluated by management on an ongoing basis and is considered to be good.

Derivatives

Guarantees

The Company''s policy is to provide the financial guarantees only for its subsidiaries. The outstanding guarantee as at March 31, 2021 is '' 1,045.82 crore (March 31, 2020 (Restated): '' 1,000.28 crore), these guarantee were given to banks in respect of credit facilities availed by a subsidiary of the Company.

Security deposits given to lessors

The Company has given security deposit to lessors for premises leased by the Company as at March 31, 2021 and March 31, 2020. The Company monitors the credit worthiness of such lessors where the amount of security deposit is material.

Inter-corporate deposits/ Loans, investments in group companies

The Company has given secured and unsecured Inter-corporate deposits/ loans to its subsidiaries and fellow subsidiaries as at March 31, 2021 and March 31, 2020. The Company has reviewed the carrying amounts of Inter-corporate deposits/ loans to determine whether there is any indication that

The Company has exposure to the following risks arising from financial instruments:

i) Credit risk ;

ii) Liquidity risk ; and

iii) Market risk

Risk management framework

i. Credit risk

customers and investment in debt securities. The carrying amounts of financial assets represent the maximum credit exposure.

Trade and other receivables

Net trade receivable as on March 31, 2021 is ''769.99 crore (March 31, 2020 (Restated): '' 1,539.94 crore).

Two largest customers (net of expected credit loss provision) have a total concentration of 25.83% (March 31, 2020 (Restated): One largest customer has a total concentration of 47.30%) of net trade receivable.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:

those loans have suffered an impairment loss, as at March 31, 2021 no such indication exist.

Other than the trade receivables and other receivables, the Company has no other financial assets that are past due but not impaired.

ii Liquidity risk

As at March 31, 2021, the Company had unsecured borrowings from banks and others of '' 84.05 crore (March 31, 2020 (Restated): '' 407.47 crore), secured borrowings from banks of '' 166.55 crore (March 31, 2020 (Restated): '' 169.74 crore), secured commercial papers '' 37.34 crore (March 31, 2020 (Restated): Nil), cash credit loan from banks of '' 97.79 crore (March 31, 2020 (Restated): '' 20.60 crore), cash and cash equivalents of '' 122.69 crore (March 31, 2020 (Restated): '' 182.12 crore) and other bank balances of '' 51.02 Crore (March 31, 2020 (Restated): '' 10.47 crore).

During the year there were four occasions of delay in repayment of working capital demand loans to three Banks for a period ranging between 1 to 9 days and in one instance 29 days (during which period the Company was in discussion with the bank for a rollover). There were no instances of delays in working capital demand loans other than as mentioned. Further the same were regularized and there is no overdue outstanding as at March 31, 2021.

iii Market risk

market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management committee. The Company has applied hedge accounting to manage volatility in profit or loss on account of foreign currency risk during the year ended March 31, 2021.

(a) Currency Risk

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

(b) Interest rate risk

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this

purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings and obligations under leases, less cash and cash equivalents. Adjusted equity comprises all components of equity. Charge for

52 Pursuant to a resolution dated June 23, 2020, the shareholders of the Company expressed their intent to convert loan given to Sterling and Wilson International Solar FZCO, a subsidiary of the Company, into equity. Accordingly, the loan given to subsidiary amounting to USD 5.00 crore, equivalent to '' 367.53 crore, was converted into equity shares on receipt of approval from statutory and regulatory authorities on December 28, 2020.

53 The Company, entered into a contract for a 100 MW AC Photovoltaic plant in the state of Karnataka with an infrastructure company ("customer") to cater to inhouse power demands of the large office space facilities at Bangalore of a real estate developer ("developer"). The works were majorly completed by end February 2018 and the balance work was pending due to non-availability of land, which was in the scope of the customer. In October 2018, the National Company Law Tribunal ("NCLT") actions were initiated against the customer group and the Company issued a work suspension notice to the customer, for balance of payments, with a copy to the developer. The developer issued directions to the Company, vide a letter, to go ahead with the works/ maintenance of the plant where in they also assured the Company that they would make the payment if the customer failed to pay. As on date the customer owes the Company '' 92.45 crore. In addition, an amount of '' 64.10 crore under confirmed, irrevocable Letters of Credit arranged by the customer from their bank mainly for the supplies which had been discounted by the Company, after confirmation both from the customer and their

the year on goodwill amortisation has been deducted while calculating total equity of the company since it represents a pure non-cash expense.

bank, became due. Due to the NCLT actions against the customer group, the customer''s bank refused to make the payment to the Company''s bank citing prevention against doing the same due to the NCLT order, and the Company had to return the amount back to its bank.

During the year ended March 31, 2020, the Company had initiated legal proceedings in both these matters: the matter in respect of the customer / developer in currently pending with the NCLT and the matter in respect of the customers bank is currently pending with the National Company Law Appellate Tribunal.

Basis the aforementioned legal opinions and the management assessment, inspite of being confident of full recovery, considering the expected credit loss requirement of Ind AS 109 ""Financial Instruments"", the management has recognised the provision to the extent of '' 31.33 crore (March 31, 2020: '' 21.33 crore) as at March 31, 2021, based on management''s best estimate of collection of the aforementioned receivables as at March 31, 2021.

54 The Red Herring Prospectus dated July 29, 2019 stated that the Shapoorji Pallonji and Company Private Limited and Khurshed Yazdi Daruvala ("Selling Shareholders") shall use a portion of net offer proceeds towards funding full repayment of the outstanding inter-corporate deposits payable by fellow subsidiaries to the Company by November 18, 2019. The Selling Shareholders pursuant to their letter dated November 14, 2019, however, requested the Board of Directors of the Company to consider a revised payment schedule for the outstanding inter-corporate deposits of '' 1,765.02 crore (including interest thereon of '' 173.56 crore) as at September

30, 2019 with additional interest of 50 basis points per annum.

The Board of Directors in their meeting held on December

31, 2019 had considered the revised payment schedule of the outstanding inter-corporate deposits of '' 1,083.76 crore (including accrued interest thereon of '' 52.81 crore) as at that date, in three quarterly installments by March 31,

2020, by June 30, 2020 and balance amount by September

30, 2020 (which would include further accruals of interest beyond December 31, 2019).

Considering the current economic slowdown and the challenges which the selling shareholders (promoter group) are facing due to their business being significantly impacted by COVID-19, the selling shareholders made a further request to extend the time lines for payment of the outstanding of '' 560.35 (including interest accrued) as at September 30, 2020 till September 30,

2021. The Board of Directors has taken a decision to extend the repayment timelines till September 30, 2021 and levy additional interest spread of 400 basis points over and above the average interest rate and requested that securities be provided to cover the outstanding inter-corporate deposits. The Selling Shareholders have provided security by way of immovable properties during the year amounting to '' 460.17 crore, covering the value of outstanding inter-corporate deposits '' 240.85 crore (before accrual of interest post March 31, 2021) as on date.

The Selling Shareholders have already facilitated the repayment of inter-corporate deposits amounting to '' 1,774.05 crore by the fellow subsidiary to the Company, from the date of listing i.e. August 20, 2019 till March

31, 2021 and an additional '' 156.70 crore from April 1, 2021 till date. In view of the steps taken/being taken by the Company, management believes that no provision

towards expected credit losses is required as at March 31, 2021 for inter-corporate deposits outstanding aggregating to '' 397.55 crore (with all interest upto March 31, 2021 serviced) which, as on date stands reduced to '' 240.85 crore (before accrual of interest post March 31, 2021).

The Company has also responded to queries on this matter (including from Shareholders, SEBI, ROC and media reports). The Company, based on independent opinions from legal experts, has determined that there is no non-compliance with any provisions of the Companies Act, 2013 and/or SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 by the Company, in respect of this matter.

55 During the year ended March 31, 2020, the Selling Shareholders have made an offer for sale which was subscribed for 36,533,820 Equity shares of Re 1 each for cash at a price of '' 780 per equity share (including a share premium of '' 779 per equity share) aggregating to '' 2,849.64 crore.

The equity shares of the company were listed on National Stock Exchange of India Limited (NSE) via ID SWSOLAR and BSE Limited (BSE) via ID 542760 on August 20, 2019.

The Company has incurred '' 3.83 crore and '' 79.90 crore in financial year 2018-19 and 2019-20, respectively, aggregating to '' 83.73 crore (excluding Goods and Services Tax and including Securities Transaction Tax of '' 5.70 crore which is directly paid from IPO ESCROW Account) in respect of sale of shares, these expenses were recovered from the Selling Shareholders in the ratio of their existing shareholding percentage. These expenses include a sum of '' 0.88 crore and '' 0.60 crore incurred in financial year 2018-19 and 2019-20, respectively, aggregating to '' 1.48 crore (excluding Goods and Services Tax) paid to Statutory auditors of the Company.

56 On March 27, 2019, The Board of Directors'' of the Company has proposed to Institute the Scheme for Employee Stock Option Plan (''ESOP'') subject to approval of Shareholders''. The said scheme has been approved by the Shareholders'' on May 30, 2021. The scheme will be effective on final approval by the Nomination and Remuneration Committee which is currently awaited. Accordingly, no provision has been created in the books towards the liability of ESOP as at March 31, 2021 and March 31, 2020.

57 The Company''s international transactions with related parties are at arm''s length as per the Independent accountants report for the year ended March 31, 2020. Management believes that the Company''s international transactions with related parties post March 31, 2020 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these standalone financial statements, particularly on amount of tax expense and that of provision for taxation.

58 The outbreak of the Coronavirus (COVID-19) pandemic globally continues to cause significant disturbance and slowdown of economic activity. During the year ended March 31, 2021, the construction activities at various sites witnessed a slowdown as per the directives issued by various regulatory authorities which has led to an increased cost of construction (including rise in module and commodity cost) as well as overheads due to extended time. Further, a significant subcontractor in a particular geography filed for bankruptcy causing enhanced replacement costs for a project. All the above has contributed in the Company incurring a loss for the year ended March 31, 2021. Also, during the year Shapoorji Pallonji and Company Private Limited (''the Parent Company''), being in the construction and real estate sector was severely affected due to the COVID-19 pandemic, and had filed for One Time Restructuring ("OTR") under the prescribed guidelines of The Reserve Bank of India. Owing to these factors, the Company had also faced liquidity challenges for part of the year.

The Company continues to have a strong order book, a positive net-worth and favourable net current asset position. The Company''s management and the Board of Directors have also made an assessment, of the Company''s

ability to continue as a going concern, its projected cash flows for the next 12 months, as well as financing arrangements to fulfil its working capital requirements and necessary capital expenditure. The Parent Company''s OTR has also been approved as at March 31, 2021.

The Company has used the principles of prudence in applying judgements, estimates and assumption and based on the current estimates'' management has assessed the impact of existing and anticipated impact of COVID-19 on future projected cash-flows. Based on all the above the Management believes the Company will continue its business in the foreseeable future, so as to be able to realise its assets and discharge its liabilities in the normal course. Accordingly, the standalone financial statements of the Company have been prepared on a going concern basis.

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code of Social Security, 2020 on 13 Novemeber 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Other Matters

Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

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