n. Provisions, Contingent liabilities and contingent assets Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resource embodying economic benefit will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.
The Company does not recognise a contingent liability and contingent assets but discloses it as per Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets in the financial statements unless the possibility of an outflow of resources embodying economic benefit is remote.
Contingent assets
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. The Company does not recognize the contingent asset in its standalone financial statements since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits is probable, the Company disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the Company recognizes such assets.
Provisions, contingent liabilities and contingent assets are reviewed at each reporting date.
o. Employee benefits
i. Short-term employee benefits:
Employee benefits such as short-term compensated absences, bonus, ex-gratia and performance linked rewards falling due within twelve months of rendering the service are classified as short-term employee benefits and are charged to the statement of profit and loss in the period in which the employee renders the service.
ii. Post-employment benefits:
A. Defined contribution schemes:
The Company provides defined contribution schemes such as statutory provident fund, employee state insurance, voluntary superannuation and the pension plan. The Company has no obligation other than the contribution payable to the funds which is recognised as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
B. Defined benefit plan:
The employee’s gratuity fund scheme managed by board of trustees established by the Company, represent defined benefit plan. Gratuity is provided for on the basis of actuarial valuation, using projected unit credit method as at each balance sheet date.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to statement of profit and loss in subsequent periods. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognised the following changes in defined benefit obligation as an expense in statement of profit or loss:
Ý Service cost comprising of current service cost, past service cost gains and loss on entitlements and non-routine settlement.
Ý Net interest expenses or income.
Gains or losses on settlement of any defined benefit plan are recognised when the settlement occurs. In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis.
iii. Long-term employee benefits:
The Company provides long-term benefits such as Retention bonus (i.e long service award) and compensated absences. Retention bonus is awarded to certain cadre of employees on completion of specific years of service. The obligation recognised in respect of these long-term benefits is measured at present value of estimated future cash flows expected to be made by the Company and is recognised on the basis of actuarial valuation, using projected unit credit method as at each balance sheet date. As the Company does not have an unconditional right to defer its settlement for 12 months after the reporting date, the entire leave is presented as a current liability in the balance sheet and expenses recognised in statement of profit and loss account. Long-term compensated balances and retention bonus are unfunded.
p. Share based payment
Employees of the Company has been granted Employee Stock Option Plan, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. Further details are given in Note 36.
That cost is recognised, together with a corresponding increase in Share options outstanding account in other equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest.
At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in statement of profit and loss with a corresponding adjustment to equity.
The expense or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense with a corresponding increase in Share options outstanding account in other equity. In case of the employee stock option schemes having a graded vesting schedule, each vesting tranche having different vesting period has been considered as a separate option grant and accounted for accordingly.
Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture.
Employees of the subsidiary companies also received the options in the form of share based payment transactions. The cost of equity settled transactions are recovered by the Company from the subsidiary companies on yearly basis based on the estimated options that will vest to the employees of the subsidiary companies.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
q. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
i. Financial assets
Initial recognition and measurement
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, on initial recognition, a financial asset is recognised at fair value, in case of financial assets which are recognised at fair value through profit or loss, its transaction cost is recognised in the statement of profit and loss. In other cases, the transaction cost is attributed to the acquisition value of the financial asset.
Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in 2.3 (d) - Revenue from contracts with customers.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in below categories:
Ý at amortized cost
Ý at fair value through other comprehensive income (FVTOCI)
Ý at fair value through profit or loss (FVTPL)
A financial asset is measured at amortised cost if both the following conditions are met:
a. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method and are subject to impairment as per the accounting policy applicable to ‘Impairment of financial assets.’.
Financial assets at FVTOCI
A financial asset is classified as at the FVTOCI if both the following conditions are met:
a. The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b. The asset’s contractual cash flows represent SPPI.
Financial assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the OCI. However, the Company recognizes interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and loss. On de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to statement of profit and loss. Interest earned whilst holding FVTOCI financial asset is reported as interest income using the EIR method. The Company has not designated any financial asset as at FVTOCI.
Financial assets at FVTPL
Any financial asset, which does not meet the criteria for categorisation as at amortised cost or as FVTOCI, is classified as at FVTPL.
Financial asset included within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss. In addition, the Company may elect to designate a financial asset, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).
For all equity investments, the Company accounts for the investment at FVTPL. The fair value is determined in line with the requirements of Ind AS 113 ‘Fair value measurements’.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Assets in this category are measured at fair value with all changes recognized in the statement of profit and loss. The fair values of financial assets in this category are determined by reference to active market transaction or using a valuation technique where no active market exists.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of Company’s similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:
Ý The rights to receive cash flows from the asset have expired, or
Ý The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:
a. the Company has transferred substantially all the risks and rewards of the asset, or
b. The Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
I n accordance with Ind AS 109, the Company recognises an allowance for expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:
a. Financial assets measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance.
b. Financial assets that are measured as at FVTOCI.
c. Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115 Revenue from contracts with customers.
d. Loan commitments and financial guarantee which are not measured as at FVTPL.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables and contract assets. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.
The Company considers a financial asset in default when payments are past due as per contractual terms. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
ii. Financial liabilities
Initial recognition and measurement
At initial recognition, financial liabilities are classified at FVTPL, at fair value through other equity, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL include financial liabilities held for trading and designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.
Financial liabilities designated upon initial recognition at FVTPL are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains / losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability at FVTPL.
Financial liabilities at amortised cost (Loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. Gains and losses are recognised in statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
r. Earnings per share
Basic earnings per share are calculated by dividing the net profit/ (loss) after tax for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year are adjusted for any bonus shares issued during the year and also after the balance sheet date but before the date the financial statements are approved by the board of directors.
Diluted earnings per share are calculated by dividing the net profit/ (loss) after tax for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been outstanding on issue / conversion of all dilutive potential equity shares.
The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares as appropriate. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been issued at fair value. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date.
s. Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
t. Dividend
The Company recognises a liability to pay dividend when the distribution is authorised by way of approval of shareholders. A corresponding amount is recognised directly in equity.
u. Events after the reporting period
If the Company receives information after the reporting period, but prior to the date the financial statements are approved for issue, about conditions that existed at the end of the reporting period, the Company assess whether the information affects the amounts that it recognises in its financial statements. The Company will adjust the amounts recognised in its financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company will not change the amounts recognised in its financial statements but will disclose the nature of the non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
2.4. Other accounting policies
a. Government grants and subsidies
Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions attached to them, and (ii) the grant / subsidy will be received.
When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected useful life of the related asset.
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by equal annual instalments. When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities.
b. Non-current assets held for sale
Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered high probable to be concluded within 12 months from the balance sheet date.
Such non-current assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets including those that are part of a disposal group held for sale are not depreciated or amortised while they are classified as held for sale.
c. Derivative financial instruments and hedge accounting Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The purchase contracts that meet the definition of a derivative under Ind AS 109 are recognised in the statement of profit and loss.
Commodity contracts that are entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with the Company’s expected purchase, sale or usage requirements are held at cost.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability.
For the purpose of hedge accounting, hedges are classified as:
Ý Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment,
Ý Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm commitment,
Ý Hedges of a net investment in a foreign operation.
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes the Company’s risk management objective and strategy for undertaking hedge, the hedging / economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
Hedges that meet the strict criteria for hedge accounting are accounted for, as described below:
i. Fair value hedges
The change in the fair value of a hedging instrument is recognised in the statement of profit and loss as finance costs. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit and loss as finance costs.
For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the EIR method. EIR amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.
If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in statement of profit and loss.
ii. Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit and loss.
The Company uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm commitments, as well as forward commodity contracts for its exposure to volatility in the commodity prices. The ineffective portion relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to commodity contracts is recognised in finance income or expenses.
Amounts recognised as OCI are transferred to statement of profit and loss when the hedged financial income or financial expense is recognised or when a forecast sale occurs.
When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.
2.5. Climate-related matters
The Company considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Company due to both physical and transition risks. Even though the Company believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions underpinning several items in the financial statements. Even though climate-related risks might not currently have a significant impact on measurement, the Company is closely monitoring relevant changes and developments, such as new climate-related legislation. The items and considerations that are most directly impacted by climate-related matters are:
a. Useful life of property, plant and equipment: When reviewing the residual values and expected useful lives of assets, the Company considers climate-related legislation and regulations that may restrict the use of assets or require significant capital expenditures.
b. Impairment of non-financial assets: The value-in-use may be impacted in several different ways by transition risk in particular, such as climate-related legislation and regulations and changes in demand for the Company’s products. The Company considered expectations for increased costs of emissions, increased demand for goods sold by the Company’s WTG equipment CGU and cost increases due to stricter recycling requirements in the cash-flow forecasts in assessing value-in-use amounts.
c. Fair value measurement: For revalued office properties, the Company considers the effect of physical and transition risks and whether investors would consider those risks in their valuation. The Company believes it is not currently exposed to severe physical risks, but believes that investors, to some extent, would consider impacts of transition risks in their valuation, such as increasing requirements for energy efficiency of buildings due to climate-related legislation and regulations as well as tenants’ increasing demands for low-emission buildings.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
3.1 Significant judgements in applying the Company’s accounting policy
I n the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the standalone financial statements:
a. Operating lease commitments - Company as a lessor
The Company has entered into commercial property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the fair value of the asset, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.
b. Revenue from contracts with customers
The Company applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers:
• Identifying performance obligations
The Company supplies WTG that are either sold separately or bundled together with project execution activities to customers.
The Company determined that both the supply of WTGs and project execution activities can be performed distinctly on a stand-alone basis which indicates that the customer can benefit from respective performance obligations on their own. The Company also determined that the promises to supply the WTG and execute projects are distinct within the context of the contract and are not inputs to a combined item in the contract. Further, the WTG supply and project execution activities are not highly interdependent or highly interrelated, as the Company would be able to supply WTGs wherein the project execution activities can be performed by customers directly. Further, the Company uses output method for measuring the progress of performance obligation as it represents a faithful depiction of the transfer of goods or services.
• Determining method to estimate variable consideration and assessing the constraint
Contracts for the supply of WTGs and project execution activities include a right for penalty in case of delayed delivery or commissioning and compensation for performance shortfall expected in future over the life of the guarantee assured that give rise to variable consideration. In estimating the variable consideration, the Company considers the dynamics of each contract and the factors relevant to that sale on a case-to-case basis.
Before including any amount of variable consideration in the transaction price, the Company considers whether the amount of variable consideration is constrained. The Company determined that the estimates of variable consideration are not constrained based on its historical experience, business forecast and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short time frame.
3.2 Significant accounting estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Uncertainty about these assumption and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
a. Allowance for trade receivables
Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowance for expected credit loss (“ECL”). The Company recognises impairment loss allowance based on management judgment and the financial position of customers. For recognition of impairment loss, the Company follows ‘simplified approach’ on trade receivables. It recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Details on movement in allowance for credit impairment and expected credit loss are given in Note 10.2.
b. Taxes
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, future tax planning strategies. The Company has unabsorbed depreciation and brought forward losses details of which are given in Note 32.3.
c. Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. Assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The estimates of future salary increase consider the inflation, seniority, promotion and other relevant factors.
Further details about gratuity obligations are given in Note 35.
d. Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted cash flow (“DCF”) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer Note 42 for further disclosures.
e. Intangible assets under development
The Company capitalises intangible assets under development for a project in accordance with the accounting policy. Initial capitalisation of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. The carrying value of intangible assets under development has been disclosed in Note 8.
f. Property, plant and equipment
Refer Note 2.3 (g) for the estimated useful life and Note 4 for carrying value of property, plant and equipment.
g. Share based payment
Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share based payment transactions are disclosed in Note 36.
Under the DCF method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the investment property life including an exit or terminal value. This method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, a market-derived discount rate is applied to establish the present value of the income stream associated with the investment property.
The Company has entered into certain contractual arrangements related to investment properties associated with One Earth. For further details, please refer Note 46.2.
Fair value hierarchy disclosures for investment properties have been provided in Note 43.
12.1 Bank balances mainly represents margin money deposits, which are subject to first charge towards non-fund based facilities from banks and financial institutions.
12.2 Other assets primarily include ? 41.12 Crore (previous year: ? 67.73 Crore) towards expenditure incurred by Company on development of infrastructure facilities for power evacuation arrangements as per authorisation of the State Electricity Board (‘SEB’) / Nodal agencies in Maharashtra and Tamil Nadu. The expenditure is reimbursed, on agreed terms, by the SEB/ Nodal agencies. In certain cases, the Company had received contribution towards power evacuation infrastructure from customers in the ordinary course of business. The cost incurred towards development of infrastructure facility is reduced by the reimbursements received from SEB/ Nodal agencies and the net amount is shown as ‘Infrastructure Development Asset’ under other financial assets. During the year, the Company had provided for ? 5.13 Crore (previous year: ? Nil) based on ECL at the reporting date.
##On May 24, 2024, the Board of Directors of the Company approved forfeiture of 81,94,063 partly paid-up equity shares of f 2 each of the Company bearing ISIN IN9040H01011 issued on Rights basis in terms of Letter of Offer dated September 28, 2022 read with addendum dated October 10, 2022, on which the first and final call money of f 2.50 per share (of which f 1.00 was towards face value and f 1.50 was towards securities premium) has not been paid.
16.2 Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of f 2 each. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company i.e. each holder of fully paid- up equity share is entitled to one vote per share and each holder of partly paid-up equity share is entitled to half a vote per share.
The Company declares and pays dividends in Indian rupees (f). The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
163 Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:
Nil during the period of five years immediately preceding the reporting date.
Ý Securities convertible into equity/ preference shares issued along with the date of conversion
In June 2020, the Company had allotted securities in the form of Optionally Convertible Debentures (OCDs) aggregating to f 4,100 Crore, due 2040, on preferential basis to the Erstwhile Lenders in accordance with the Resolution Plan, convertible only in the event of default. The Company had also allotted 49.86 Crore full paid-up share warrants, on preferential basis to the Erstwhile Lenders in accordance with the Resolution Plan, convertible only in the event that Part A Facilities under Resolution Plan are not classified as “Standard” as per IRAC norms within the stipulated timelines. Subsequently, on May 24, 2022, pursuant to the implementation of the refinancing proposal, the entire outstanding value of OCDs was converted into 57.14 Crore equity shares having a face value of f 2/- and the share warrants were lapsed.
16.4 Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option (‘ESOP) plan of the Company, refer Note 36.
Nature and purposes of various items in other equity:
a. Capital reserve
The Company recognises profit or loss on purchase / sale of the equity instruments in case of merger to capital reserve.
b. Capital redemption reserve
The Company has transferred amount from statement of profit or loss to capital redemption reserve on redemption of preference shares issued by the Company.
c. General reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend or a portion of net profit kept separately for future purpose is disclosed as general reserve.
d. Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
e. Capital contribution
The resultant gain arising on extinguishment of debt and fair value of financial instruments issued as per the terms of Resolution plan had been transferred to Capital contribution.
f. Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued to employed under Employee Stock Option Plan.
18. Borrowings
The Company has availed Non-Fund Based (‘NFB’) facilities from certain banks and financial institutions on the basis of security of current assets of the Company, charge on bank accounts (including TRA, DSRA and cash margin accounts), pari- passu charge on identified PPE, assignment of all rights and benefits arising out of the contracts in respect of the projects for which the facility is being availed, including all rights of SEL under such contracts and non-disposal undertaking of SE Forge Limited shares.
Loan covenants
Under the terms of NFB facilities, the Company is required to comply with certain covenants relating to working capital ratio, ratio of the total financial indebtedness to consolidated earnings before interest, tax and depreciation (“EBITDA”), minimum level of net worth of the Company and achieving quarterly EBITDA targets as per the terms of facility agreement.
The Company has complied with these covenants throughout the tenure of the facility falling within the reporting period.
Figures in the brackets represents balance of previous year.
Performance guarantee (‘PG’) represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.
Machine availability provision represents obligation of the Company to compensate the customer in connection with unplanned suspension of operations or the expected outflow of resources against claims for the loss incurred by the customer on account of the wind turbine generator uptime being lower than the specific threshold of the time the grid was available, as defined in the contracts.
Operation, maintenance and warranty represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales contract.
Liquidated damages (‘LD’) represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms of the respective sales / purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.
The figures shown against ‘Utilisation’ represent withdrawal from provisions credited to statement of profit and loss to offset the expenditure incurred during the year and debited to statement of profit and loss.
23.4 Performance obligation
Information about the Company’s performance obligations are summarised below:
i. Sale of equipment
The performance obligation is satisfied upon dispatch of the equipment and payment is generally due within 30 to 45 days from completion of contract milestone.
The Company provides a standard warranty for general repairs/ replacement/ refurbishment at the time of equipment sale to customers. Since this warranty is not sold separately and is customary within the industry, it covers product defects and routine operation and maintenance during warranty period. Therefore, it qualifies as an assurance-type warranty, which ensures that the product complies with agreed-upon specifications. Accordingly, the cost is accounted under Ind AS 37 and a provision for warranty is recognized at the time of sale.
ii. Operation and maintenance service income
The performance obligation is satisfied over-time and payment is due within 30 days from invoice date which is raised as per contractual agreement.
iii. Power evacuation infrastructure facilities
The performance obligation is satisfied upon commissioning and electrical installation of the WTG to the said facilities followed by approval for commissioning of WTG from the concerned authorities.
iv. Land
In case of leasehold, the performance obligation is satisfied upon the transfer of leasehold rights to the customers, for outright sale, the performance obligation is satisfied when title of land is transferred to the customer as per the terms of the respective sales order. The performance obligation for land development is satisfied upon rendering of the service as per the terms of the respective sales order.
24. Other operating income:
It includes rental income of ? 14.97 Crore (previous year: ? 14.47 Crore), other miscellaneous income of ? 21.15 Crore (previous year: ? 9.28 Crore) which majorly consist of rental income from tools. It also includes receipt of Nil (previous year: ? 6.06 Crore) towards an old legal case involving recovery proceedings pending before Hon’ble Bombay High Court. Since the timing and quantum of eventual recovery is not certain and is linked with final decree to be passed by the Hon’ble Bombay High Court, the legal claim has not accrued and hence it would be accounted for as and when amount is received pursuant to judicial orders.
30.2 Corporate Social Responsibility expenditure
I n accordance with provisions of section 198 of the Companies Act, 2013 (“Act”), the Company has recorded an average net loss over the preceding three financial years. Consequently, there is no obligation to incur any expenditure under Section 135(5) of the Act and the CSR disclosure requirements are not applicable to the Company.
Following the merger of SGSL with the Company, the net profit for determining the minimum CSR expenditure under Section 198 of the Companies Act, 2013 has been computed using the merged entity’s net profit for the previous financial year, along with the standalone net profits of the two previous years. Notably, SGSL, on a standalone basis, reported positive net profits for each of the last three financial years, and had already fulfilled its minimum CSR spending obligations during that period.
a. During the previous year, the Company had utilised the impairment allowance recognised in respect of outstanding amount of loan receivable and SBLC receivable of its wholly owned subsidiary AE Rotor Holding B.V. in earlier years amounting to ? 5,495.44 Crore.
b. During the previous year, the Company had recognised impairment allowance in respect of its investment in Suzlon Energy Limited Mauritius (‘SELM’) amounting to ? 6,239.23 Crore in earlier year, which has been reversed in view of buy back.
c. During the current year the Company has reversed provision ? 267.86 Crore (previous year: ? 36.39 Crore) towards impairment of loans given and considered provision of ? 165.00 Crore (previous year: Nil) on investments done in subsidiary.
*The profit amounting to ? 261.28 Crore earned by SGSL for the period from April 1, 2024, to August 14, 2024, is subject to tax in the hands of SGSL on account of amalgamation with the Company (refer Note 1) and therefore this profit has been excluded from the computation of net accounting profit before income tax in the financial statements of the Company.
The Company has opted for concessional tax regime u/s 115BAA of the Income-tax Act, 1961 since FY 2020-21 and accordingly Minimum Alternate Tax is not applicable.
32.3 Details of carry forward losses and unused credit on which deferred tax asset is recognised by the Company are as follows:
The Company has unabsorbed depreciation and brought forward tax losses including capital losses amounting to ? 14,289.39 Crore (previous year: ? 16,571.03 Crore). Based on the assessment of the reasonable certainty, the Company has recognised deferred tax asset amounting to ? 616.94 Crore, only in respect of the assessed unabsorbed depreciation and brought forward losses in accordance with the principles laid out in Ind AS 12 - Income Taxes.
The unabsorbed depreciation is available for offsetting all future taxable profits of the Company and can be carried forward indefinitely whereas the business losses and capital losses can be carried forward for 8 years from the year in which losses arose. Majority of business losses and capital losses, to the extent remaining unutilized will lapse between FY 2025-26 to FY 2031-32.
35. Post-employment benefit plans Defined contribution plan:
During the year the Company has recognised ? 23.60 Crore (previous year: ? 20.10 Crore) in the statement of profit and loss towards defined contribution plans as detailed in Note 2.3 (o)(ii)(A).
The Company manages domestic provident fund plan for its domestic employees which is permitted under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. The plan mandates contribution by employer at a fixed percentage of employee’s salary. Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution and additional sums at their discretion. The plan guarantees interest at the rate notified by Employees’ Provident Fund Organisation. The contribution by employer and employee together with interest are payable at the time of separation from service or retirement whichever is earlier. The benefit under this plan vests immediately on rendering of service.
The Superannuation scheme of the Company has the form of a trust and is governed by the Board of Trustees. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.
Defined benefit gratuity plan:
The Company has a defined benefit gratuity plan. The gratuity plan is governed by the payment of Gratuity Act, 1972. Under the act, Employee who has completed five years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service.
The fund has the form of a trust and is governed by the Board of Trustees. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.
35.7 Quantitative sensitivity analysis for significant assumption and risk analysis:
Interest rate risk: The plan exposes the company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
Salary escalation risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.
Demographic risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
The expected life of the stock options is based on the Company’s expectations and is not necessarily indicative of exercise patterns that may actually occur. The expected volatility reflects the assumption that the historical volatility of the options is indicative of future trend, which may not necessarily be the actual outcome. Further, the expected volatility is based on the Company’s equity shares volatility for a period of 5 years upto grant date of an option.
36.4 The total expenses arising from share-based payment transaction recognised in statement of profit and loss as part of employee benefit expense is ? 111.19 Crore (previous year: ? 27.91 Crore).
7. Leases
37.1 Company as a lessee
The Company has lease contracts for land, buildings and vehicles used in its operations. Leases of land, building and vehicles generally have lease terms between 2 to 3 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.
Generally, the Company is restricted from assigning and subleasing the leased assets. The Company also has certain leases of premises with lease terms of 12 months or less and with low value. The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
a. Claims against the Company not acknowledged as debts includes demand from customs duty, service tax, VAT, GST and labour department for various matters. The Company/ tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by the management.
b. The Company has also various income tax matters where the Company/ tax department has preferred appeals on these matters and the same are pending with various appellate authorities. As the Company has sufficient carry forward losses available for set-off in case the Company loses, the liability is neither provided nor disclosed above under contingent liabilities.
c. During the previous year, the Company had received the penalty order u/s 271(1)(c) levying penalty aggregating to ? 260.35 Crore. The Company then filed a writ petition before Gujarat High Court against these penalty orders wherein the Honourable Gujarat High Court had granted an interim stay against the implementation of the said penalty orders. Pursuant to favourable quantum appeal order for the subject years at ITAT, Ahmedabad Bench, penalty got reduced to ? 1.06 Crore. The Company then has filed an appeal against this reduced penalty before CIT(A). Considering the facts of the matters, neither provision nor disclosure under contingent liabilities is considered necessary by the management.
d. The Company had received a show cause notice (SCN) dated November 09, 2022, from Securities and Exchange Board of India (‘SEBI’) with respect to certain specific transactions between the Company and its domestic subsidiaries, and non-disclosure of a contingent liability in the financial information of the Company, in earlier financial years from 2013¬ 14 to 2017-18, alleging violations under various applicable laws and regulations. The management had responded to the SCN in a timely manner, giving factual justifications and denying the allegations made by SEBI in the SCN. However, in an attempt towards early closure, a settlement application was filed by the Company in accordance with SEBI (Settlement Proceedings) Regulations, 2018 to settle the matter, which has not been allowed. In the light of the same, the adjudication process has now commenced. The first hearing was held on May 22, 2025. Based on external legal assessment, the management has disclosed this matter under contingent liability and believes that there is no material impact on these standalone financial statements.
e. A few lawsuits have been filed on the Company by some of their suppliers for disputes in fulfilment of obligations as per supply agreements. Further, few customers of the Company have disputed certain amount as receivable which the Company believes is contractually not payable. These matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided portion of an amount as a matter of prudence which it believes shall be the probable outflow of resources. Rest of the claim is not disclosed above under contingent liabilities is considered necessary by the management.
41.5 Terms and conditions of transactions with related parties
All transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
42. Fair value measurements
The fair value of the financial assets and liabilities are considered to be same as their carrying values except for investments in Mutual funds The fair value of investments in mutual funds is derived from the NAV of the respective units in the active market at the measurement date.
43. Fair value hierarchy
There are no transfers between level 1 and level 2 and level 3 during the year and earlier comparative periods. The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the financial year.
44. Financial risk management
The Company’s principal financial liabilities comprise borrowings, trade payables and other liabilities. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments, loans, trade receivables and other assets, and cash and cash equivalents that the company derive directly from its operations. The Company also holds FVTPL investments.
The Company is exposed to market risk, credit risk and liquidity risk which may adversely impact the fair value of its financial instruments. The Company has constituted an internal Risk Management Committee (‘RMC’), which is responsible for developing and monitoring the Company’s risk management framework. The focus of the RMC is that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Risk Management Policy is approved by the Board of Directors.
44.1 Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, foreign currency risk and price risk, such as commodity risk. The Company’s exposure to market risk is primarily on account of interest risk and foreign currency risk. Financial instruments affected by market risk include loans and borrowings, FVTPL investments and derivative financial instruments.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March 31, 2024.
a. 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.
44.2 Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities. Progressive liquidity management is being followed to de-risk the Company from any non¬ fulfilment of its liabilities to various creditors, statutory obligations, or any stakeholders.
a. Trade receivables
The Company’s exposure to trade receivables is limited due to diversified customer base. The Company consistently monitors progress under its contracts with customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency of the customer.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.
b. Financial instruments
Financial instruments that are subject to concentrations of credit risk primarily consist of cash and cash equivalents, term deposit with banks, loans given to subsidiaries and other financial assets. Investments of surplus funds are made only with approved counterparties and within credit limits assigned.
The Company’s maximum exposure to credit risk as at March 31, 2025 and as at March 31, 2024 is the carrying value of each class of financial assets.
Refer Note 2.3 (q) for accounting policy on financial instruments.
44.3 Liquidity risk
Liquidity risk refers to that risk where the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirement. In doing this, management considers both normal and stressed conditions. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring cash flow forecast and by matching the maturity profiles of financial assets and liabilities.
Reasons for variance
(1) There is no significant change (i.e. change of more than 25% as compared to the immediately previous financial year) in the key financial ratios.
(2) The improvement in ratios is primarily driven by higher business volumes and enhanced operational efficiency, resulting in increased gross margins, net profits and liquidity, which collectively strengthened the Groups net worth.
(3) In addition to reasons given in point (2) above, during the year, the Company also recognised deferred tax asset due to which there is increase in net profit leading to increase in ratios.
46. Other information
46.1 On September 05, 2024, the Company acquired 51% stake in Renom Energy Services Private Limited (‘Renom’), the largest multi-brand operation and maintenance services provider in renewable sector in India for a consideration of ? 400.00 Crore. An additional 25% stake for ? 310.00 Crore will be acquired by the Company within 18 months of the initial acquisition, with an obligation to purchase the remaining 24% at a later stage. The Company subsequently acquired additional 3.33% equity stake out of 25% and as of March 31, 2025, the Company holds 54.33% of Renom’s equity share capital. The acquisition of Renom represents a strategic step aimed at enhancing long-term growth prospects and operational synergies for the Company.
I n accordance with IND AS 32 Financial Instruments, the Company has accounted for the investment using the anticipated acquisition method. Accordingly, using external valuation report, the total fair value of the consideration has been determined at ? 930.20 Crore, which includes:
Ý ? 464.13 Crore paid for the 54.33% stake acquired till year end,
Ý ? 268.67 Crore (fair value) for the additional 21.67% stake,
Ý ? 197.40 Crore (fair value) for the remaining 24% stake.
The fair values of the additional 21.67% and 24.00% stakes have been recognised as deferred consideration payable in these standalone financial statements.
Acquisition-related costs amounting to ? 6.08 Crore have been recognised as an expense in the standalone statement of profit and loss as part of other expenses.
46.2 On September 05, 2024, the Company sold its corporate office, “One Earth”(“premises”), to OE Business Park Private Limited (“OEBPPL”) for a net consideration of ? 411.21 Crore. Immediately following the sale, the Company entered into a lease back arrangement for a term of five years, with rights to sublease and license the premises.
Pursuant, to the contractual arrangements, the Company holds a conditional call option to purchase the securities of OEBPPL, while the OEBPPL possess a corresponding put option to sell their securities to the Company. In accordance with the principles of Ind AS 115 - Revenue from Contracts with Customers, the aforesaid transaction does not meet the criteria for recognition as a sale. Accordingly, the transaction has been accounted for as a financing arrangement, and no gain on the transfer has been recognized in these standalone financial statements.
As a result, the proceeds received from the buyer have been recognized as a financial liability measured at amortised cost, rather than sale consideration. This liability represents the Company’s obligation under the financing arrangement and is disclosed under financial liabilities in the standalone financial statements. The carrying amount of this financial liability as at, March 31, 2025, is ? 416.95 Crore.
46.3 The Scheme of Arrangement approved by the Board of Directors on May 24, 2024, which provides for reduction and re-organisation of reserves of the Company was withdrawn on July 22, 2024. Subsequently, on October 28, 2024, the Board of Directors of the Company has approved the Scheme of Arrangement entailing the following and the same is with SEBI for its approval:
Ý Setting-off debit balance in the Retained Earnings Account of the Company against the reserves as on the Appointed Date, viz., Capital Reserve; Capital Contribution; Capital Redemption Reserve; Securities Premium; and balance (if any) against General Reserves.
Ý Re-classification of balance General Reserve to Retained Earnings Account.
46.4 The Board of the Company at its meeting held on May 09, 2025, has, subject to the Scheme becoming effective and signing of the definitive documents, approved the following:
a. the transfer of the Project Division of the southern region of the Company to Suzlon Southern Projects Limited (formerly known as Vakratunda Renewables Limited) (“Suzlon Southern”), a wholly owned step-down subsidiary of the Company; and
b. the transfer of the Project Division of the western region of the Company to Suzlon Western India Projects Limited (formerly known as Manas Renewables Limited) (“Suzlon Western”), another wholly owned step-down subsidiary of the Company.
The aforesaid transfer of the Project Divisions of the Company has taken place on May 10, 2025 on a going concern and on an “as-is-where-is” basis with all the assets and liabilities, for a lumpsum consideration at a value not less than fair market value of the net assets as per Rule 11UAE of the Income Tax Rules, 1962 on transfer date.
46.5 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for company under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company uses an accounting software for maintaining books of account. During the year ended March 31, 2025, the Company has enabled audit trail (edit log), which has operated throughout the year at the application level for all relevant transactions recorded in the accounting software. The company has not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log certain transactions recorded with privileged access and any direct data changes on account of recommendation in the accounting software administration guide which states that enabling the same all the time consumes storage space on the disk and can impact database performance significantly. The end user of the Company do not have any access to database IDs which can make direct data changes (create, change, delete) at database level.
47. Other statutory information
a. In accordance with the provisions of Section 186(4) of the Companies Act, 2013, the Company has given loans and provided guarantees to related parties for general corporate purposes (refer Note 11 and Note 39). Further the Company has also made certain investments during the year (refer Note 9).
b. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
c. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
d. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
e. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall
i. 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
ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
f. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall
i. 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
ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
g. 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).
h. The Company is in compliance with the scheme of arrangement which has an accounting impact on current financial year.
i. The Company does not have any 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).
j. Details of title deeds of the immovable properties, in the nature of freehold land, as indicated in the below mentioned cases were acquired pursuant to the Scheme of Amalgamation involving the merger of Suzlon Windfarm Services Private Limited (‘SWSPL’) and Suzlon Power Infrastructure Limited (‘SPIL’) with Suzlon Global Services Limited (“SGSL”) with effect from March 29, 2014 and April 01, 2020 respectively the Company, as approved by the Hon’ble National Company Law Tribunal (NCLT) wide Order dated May 08, 2025. These properties are not individually held in the name of the Company as on March 31, 2025.
I n addition to the cases listed below, certain other immovable properties in the nature of freehold land were also acquired by the Company, pursuant to the Scheme of Merger of SGSL with the Company. However, since the effective date of the merger is post Balance Sheet date i.e March 31,2025, these properties are not individually held in the name of the Company as on the reporting date and have therefore not been included in the disclosures under this clause.
48. Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard its ability to reduce the cost of capital and to maximise shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital using a gearing ratio, which is net debt (total borrowings and lease liabilities net of cash and cash equivalents divided by total equity (as shown in the balance sheet).
The net debt to equity ratio for the current year further reduced as a result of increased volume leading to increase in operating cash flows and cash held by the Company at the end of the year.
49. The Company have regrouped/ reclassified the figures of the previous year wherever necessary to confirm with current year presentation. The impact of such reclassification/ regrouping is not material to the standalone financial statements.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Suzlon Energy Limited
ICAI Firm Registration Number: 001076N/N500013
Rohit Arora Vinod R. Tanti J. P. Chalasani
Partner Chairman and Managing Director Group Chief
Membership No.: 504774 DIN: 00002266 Executive Officer
Himanshu Mody Geetanjali S. Vaidya
Group Chief Financial Officer Company Secretary
Membership No.: A18026
Place: Pune Place: Pune
Date: May 29, 2025 Date: May 29, 2025
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