(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

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.

*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

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 45 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 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

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.

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 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 or performance obligations.

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.

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.

(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.

(c) Profit after tax for the year ended 31 March 2024 has improved the return on equity ratio.

(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.

* 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.

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.

*Amount less than ' 0.01 crore

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 ' 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

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. 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.

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

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 51.

* 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

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 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:

51 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 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 Segments" 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 "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

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.

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.

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 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 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 ' 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

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 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

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 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 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.

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

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.

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.

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.

[c] Capital Management

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.

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.

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.

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.

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.

(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 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.