2.8 Provisions, contingent liabilities and contingent assets
a) Provisions are recognized only when there is a present obligation, as a result of past events and when a reliable estimate of the amount of obligation can be made at the reporting date and it is probable that an outflow of economic benefits will be required to settle the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the obligation is expected to be settled more than 12 months after the end of reporting date or has no definite settlement date, the provision is recorded as non-current liabilities after giving effect for time value of money, if material. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
b) Contingent liability is disclosed for possible obligations which will be confirmed only by future events not wholly within the control of the Company or present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
c) Contingent assets are neither recognized nor disclosed except when realisation of income is virtually certain, related asset is disclosed.
d) Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
2.9 Employee benefits
a) Short-term employee benefits
Short-term employee benefits in respect of salaries and wages, including non-monetary benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss for the year in which the related service is rendered.
b) Defined contribution plans
Company's Contributions to Provident fund and superannuation are charged to the Statement of Profit and Loss in the year when the contributions to the respective funds are due.
c) Defined benefit plans
The Company operates a defined benefit gratuity plan which is unfunded. The liability or asset recognised in the Balance sheet in respect of gratuity is the present value of the defined benefit obligation as at the balance sheet date less the fair value of plan assets, if any. The defined benefit obligation is calculated by external actuaries using the projected unit credit method. The current service cost and interest on the net defined benefit liability / (asset) is recognized in the statement of profit and loss. Past service cost are immediately recognized in the statement of profit and loss. Actuarial gains and losses net of deferred taxes arising from experience adjustment and changes
in actuarial assumptions are recognized in other comprehensive income in the period in which they arise. Re¬ measurements are not reclassified to profit or loss in subsequent periods.
d) Other long term benefits
The employees are entitled to accumulate earned leave and sick leave subject to certain limits, for future utilization or encashment. The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured annually by actuaries as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in the statement of profit and loss.
2.10 Financial instruments, Financial assets, Financial liabilities and Equity instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. The Company determines the classification of its financial assets and financial liabilities at initial recognition based on its nature and characteristics.
Initial Measurement of Financial Instruments:
Financial assets (unless it is a trade receivable without a significant financing component) and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the statement of profit and loss. Trade receivables that do not contain a significant financing component are measured at transaction price.
Subsequent Measurement:
i) Financial Assets
Financial Assets carried at Amortised Cost (AC):
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial Assets at Fair Value through Other Comprehensive Income (FVTOCI):
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investment in equity instruments that are not held for trading are measured at FVTOCI, where an irrevocable election has been made by management on an instrument-by-instrument basis. These investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the reserves. The cumulative gain or loss is not reclassified to the statement of profit and loss on disposal of the investments. Dividends on such investments are recognised in the statement of profit and loss unless the dividend clearly represents a recovery of part of the cost of the investment.
Debt investments measured at FVTOCI are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains and losses and impairment are recognised in the statement of profit and loss. Other net gains and losses are recognised in Other Comprehensive Income (OCI). On de-recognition, gains and losses accumulated in OCI are reclassified to the statement of profit and loss.
Financial Assets at Fair Value through Profit or Loss (FVTPL):
A financial asset which is not classified in any of the above categories are measured at FVTPL. A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognised in the statement of profit and loss.
Equity investments in a subsidiary are carried at cost less accumulated impairment, if any.
Impairment of Financial Assets:
Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and FVTOCI at each reporting date based on evidence or information that is available without undue cost or effort.
The Company measures the loss allowance for a financial asset at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for that financial asset at an amount equal to 12-month expected credit losses.
In case of debt instruments measured at FVTOCI, the loss allowance shall be recognised in other comprehensive income with a corresponding effect to the profit or loss and not reduced from the carrying amount of the financial asset in the balance sheet. In case of such instrument, amount recognized in the statement of profit and loss are the same as the amount would have been recognized in case the debt instrument is measured at amortised cost.
For 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, the Company measures the loss allowance using 'simplified approach' which is at an amount equal to lifetime expected credit losses taking into account historical credit loss experience and adjusted for forward-looking information.
Derecognition of Financial Assets:
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset accounted under Ind AS 109 in its entirety:
a) for financial assets measured at amortised cost, the gain or loss is recognized in the statement of profit and loss.
b) for financial assets measured at fair value through other comprehensive income, the cumulative fair value adjustments previously taken to reserves are reclassified to the Statement of Profit and Loss unless the asset represents an equity investment in which case the cumulative fair value adjustments previously taken to reserves is reclassified within equity.
ii) Financial Liabilities and Equity Instruments:
Classification as debt or equity:
Financial liabilities and equity instruments issued are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity Instruments
An Equity Instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in the statement of profit and loss on the purchase, sale, issue or cancellation of the Company's own equity instruments. Incremental costs directly attributable to the issuance of new equity shares and buy-back of equity shares are shown as a deduction from the Equity net of any tax effects.
Financial Liabilities
Financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest rate method.
For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
Derecognition of financial liabilities
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 between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the statement of profit and loss.
Off-setting of financial instruments
Financial assets and liabilities are offset and the net amount is reported in the Balance Sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously backed by past practice.
Fair value measurement:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
a) In the principal market for the asset or liability, or
b) In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised into Level 1,2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are as follows:
Level 1-Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2-Other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3-Unobservable inputs for the asset or liability.
Expected Credit Loss :
Expected credit loss (ECL) is the probability-weighted estimate of credit losses (i.e., the present value of all cash shortfalls) over the expected life of the financial instrument. A cash shortfall is the difference between scheduled or contractual cash flows and actual expected cash flows. Consequently, ECL subsumes both the amount and timing of payments - a credit loss would arise even when a receivable was realised in full but later than when contractually due.
Dividend Distribution :
Dividends paid (including income tax thereon) is recognised in the period in which the interim dividends are approved by the Board of Directors, or in respect of the final dividend when approved by shareholders.
2.11 Income Taxes
Income tax expense comprises current tax and deferred tax. It is recognised in the profit or loss except to the extent that it relates to items directly recognised in Equity or Other comprehensive income (OCI) in which case, income tax expenses are also recognised directly in Equity or Other comprehensive income respectively.
Current tax in the Statement of Profit and Loss is provided as the amount of tax payable in respect of taxable income for the period using tax rates and tax laws enacted or substantively enacted at the balance sheet date, together with any adjustment to tax payable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received.
The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities and the amounts used for taxation purposes (tax base), at the tax rates and tax laws enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognized for deductible temporary differences, the carry forward of unused tax credits and any unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.
2.12 Taxes (Contd.)
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities, and the current taxes relate to the same taxable entity and the same taxation authority.
2.13 Earnings per Share
a) Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted-average number of equity shares outstanding during the period.
b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted-average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
The number of equity shares and potential dilutive equity shares are adjusted retrospectively for all periods presented for any share split and bonus shares issues including for changes effected prior to the approval of the financial statements by the Board of Directors.
2.14 Leases
a) Where the Company is the lessee
The Company's lease asset classes primarily consist of land and Office Building. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (a) the contract involves the use of an identified asset, (b) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (c) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short- term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in¬ use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Company changes its assessment of whether it will exercise an extension or a termination option.
Leasehold land and Office building classified as Right-of-use assets is depreciated from the commencement date on a straight-line basis over the lease term (being lower from useful life).
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
b) Where the Company is the lessor
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
2.15 Borrowing Cost
Borrowing costs, general or specific, that are directly attributable to the acquisition or construction of a qualifying asset are capitalised as part of the cost of such asset till such time that is required to complete and prepare the asset to get ready for its intended use. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds. Borrowing costs also include exchange differences to the extent regarded as an adjustment to the borrowing costs.
All other borrowing costs are charged to the statement of profit and loss in the period in which they are incurred.
2.16 Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received and the Company will comply with all the conditions attached to them. Government grants related to property, plant and equipment, including non-monetary grants, are presented in the Balance sheet by deducting the grant arriving at the asset's carrying amount.
Government grants of revenue in nature are recognised on a systematic basis in the Statement of Profit and Loss over the period necessary to match them with the related costs and are adjusted with the related expenditure. If not related to a specific expenditure, it is considered income and included under "Other operating revenue" or "Other income".
2.17 Operating Segment
The Company is engaged in production of Solar photo-Voltaic Cells and Modules. Based on its internal organisation and management structure, the Company operates in only one business segment i.e. manufacturing of Solar photo-Voltaic Cells and Modules and in only one geographic segment i.e. India. Accordingly there are no separate reportable segments.
2.18 Foreign Currency Transactions
The functional and presentation currency of the Company is Indian Rupee.
Transactions in foreign currency are accounted for at the exchange rate prevailing on the transaction date. Gains/ losses arising on settlement as also on translation of monetary items are recognised in the Statement of Profit and Loss of the period in which they arise. Monetary assets and liabilities denominated in foreign currency as at the balance sheet date are translated at the closing rate. The resultant exchange rate differences are recognised in the statement of profit and loss. Non-monetary assets and liabilities are carried at the rates prevailing on the date of transaction.
2.19 Cash and cash equivalents
Cash and cash equivalents in the Balance sheet comprise cash on hand, cheques on hand, balance with banks, and short-term highly liquid investments with an original maturity of three months or less and carry an insignificant risk of changes in value.
2.20 Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit/loss before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing flows. The cash flows from operating, investing and financing activities of the Company are segregated.
2.21 Exceptional items
Exceptional items include income or expenses that are part of ordinary activities. However, they are of such significance and nature that separate disclosure enables the user of financial statements to understand the impact more clearly. These items are identified by their size or nature to facilitate comparison with prior periods and assess underlying trends in the Company's financial performance.
Note 3 Use of critical estimates, judgements and assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The application of accounting policies that require critical judgements and accounting estimates involving complex and subjective judgements and the use of assumptions in financial statements have been disclosed herein below.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
(i) Useful lives of property, plant and equipment
The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.
(ii) Fair value measurement
When the fair value 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. 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.
(iii) Provisions and contingent liabilities
The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management's assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.
(iv) Deferred Tax
Deferred tax assets are recognised for unused losses (carry forward of prior years' losses) to the extent that taxable profit would probably be available against which the losses and tax credit could be utilised. Significant 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 together with future tax planning strategies. The Company reviews the carrying amount of deferred tax assets and liabilities at each balance sheet date and consequential change are being given effect to in the year of determination.
(v) Employee benefits
The accounting of employee benefit plans in the nature of defined benefit requires the Company to use assumptions. These assumptions include rate of increase in compensation levels, discount rates, expected rate of return on assets and attrition rates
(vi) Provision for income tax and deferred tax assets
The Company exercises significant judgements in determining provision for income taxes, uncertain tax positions and to reassess the carrying amount of deferred tax assets at the end of the each reporting period.
Note 4 Recent Pronouncements
a) New and revised standards adopted by the Company
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. 1st April, 2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
In August 2025, MCA notified the following amendments to:
i) Ind AS 1, Presentation of Financial Statements, applicable w.e.f. 1st April, 2025 - The amendment relates to classification of liabilities as current or non-current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. These amendments have no impact in the company in its classification criteria of current and non-current liabilities.
ii) Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. 1st April, 2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier
finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
iii) Ind AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately - The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and require companies to disclose that they have applied the relief. This relief is immediate and applies retrospectively. The amendments also require companies to provide new disclosures to compensate for potential loss of information resulting from the relief. Such disclosures are to be provided for annual reporting periods beginning on or after 1st April, 2025. The Company operates only within India and is not subject to the Pillar Two model rules. Accordingly, these amendments do not have any impact on the financial statements of the Company.
b) Standards issued but not yet effective
As at the date of approval of these financial statements, the Ministry of Corporate Affairs has notified certain amendments to Indian Accounting Standards which are not yet effective for the year ended 31st March, 2026. The Company has not early adopted these standards.
The Company is evaluating the impact of these amendments on its financial statements. The major amendments include:
i) Proposed Ind AS 118 - Presentation and Disclosure in Financial Statements
Ind AS 118, which is based on IFRS 18, is expected to replace certain requirements of Ind AS 1 and introduce new presentation categories in the statement of profit and loss, including operating, investing and financing categories.
ii) Amendments to Ind AS 109 - Financial Instruments and Ind AS 107 - Financial Instruments: Disclosures
These amendments aim to clarify guidance on classification, measurement and disclosure requirements relating to financial instruments.
Footnotes:
1. In determining the allowance for credit losses of trade receivable, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivable based on a provision matrix. The provision matrix takes into account the historical credit loss experience. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.
2. Details relating to the Company's credit risk management has been given in note 44(a).
3. Trade receivables to the extent, covered under letter of credit bill discounting arrangements have been derecognised by the Company, as it has transferred the contractual right and substantially transferred all risks and rewards of ownership of these receivables to the bank. Also, the Company does not have any continuing involvement in these receivables.
‘During the financial year ended 31st March, 2025, the Company allotted 12,10,000 convertible share warrants on a preferential basis at an issue price of Rs. 530/- per warrant to its promoter entity, M/s Websol Green Projects Private Limited, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the applicable provisions of the Companies Act, 2013 and rules made thereunder.
The warrants were issued against consideration towards extinguishment of unsecured loan aggregating up to Rs. 6 Crores and the balance amount payable in cash. These warrants are convertible in the ratio 1:1 equity share of face value Rs. 10/- each at an issue price of Rs. 530/- per equity share, including a premium of Rs. 520/- per share. The conversion option may be exercised in one or more tranches within a period of 18 months from the date of allotment of the warrants.
An amount of Rs. 16.03 Crores, being 25% of the total warrant issue price, was received upfront as subscription money and the balance 75% is payable at the time of conversion of the warrants into equity shares.
During the financial year ended 31st March, 2026, upon receipt of the balance 75% of the warrant issue price from M/s Websol Green Projects Private Limited and in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company, pursuant to the Board Resolution dated 13th March, 2026, converted 12,10,000 convertible share warrants into 1,21,00,000 equity shares consequent to subdivision of face value of equity shares from Rs. 10/- each to Re. 1/- each.
Accordingly, the Company issued and allotted 1,21,00,000 equity shares of face value Re. 1/- each at an issue price of Rs. 53/- per share, including a securities premium of Rs. 52/- per share. Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs. 42.21 Crores to Rs. 43.42 Crores.
(d) The Board of Directors, at its meeting held on 1st September, 2025, approved the sub-division/split of 1 (one) equity share of face value Rs. 10/- each into 10 (ten) equity shares of face value Re. 1/- each. The said sub-division was subsequently approved by the shareholders at the Annual General Meeting held on 29th September, 2025.
Pursuant to sub-division/split of shares effective from 14th November, 2025 ("Record Date"), the authorised share capital and fully paid-up share capital of the Company have been sub-divided into equity shares of face value Re. 1/- each, ranking pari-passu in all respects.
(e) The Company has only one class of equity shares having a par value of Re. 1/- (Previous year Rs. 10/-) per Equity share. Each holder of equity shares is entitled to vote one per equity share held. All equity shares ranks pari passu with respect to the dividend, voting rights and other terms. The final dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuring Annual General Meeting. In the event of the liquidation of the Company, the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.
(h) No shares were allotted as fully paid up by way of bonus shares or pursuant to contract without payment being received in cash during the last five years immediately preceding the balance sheet date (Previous year Nil). Further, none of the shares were bought back by the Company during the last five years immediately preceding the balance sheet (Previous year Nil).
(i) The Board of Directors, at their meeting held on 27th April, 2026 recommended a final dividend of Re. 0.25 per equity share (25%) (Previous year Nil) for the year ended 31st March, 2026, subject to approval of shareholders. On approval, the dividend outgo is expected to be Rs. 10.85 Crore (Previous year Nil) based on number of shares outstanding.
4 Convertible share warrants refer to instruments issued by a company that give the holder the right to acquire equity shares at a future date, at a pre-agreed price. This mechanism is often used by companies to raise capital commitments while deferring actual equity dilution. As per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, in the case of warrants, an amount equivalent to at least 25% of the consideration shall be paid against each warrant on the date of allotment of warrants and the balance 75% of the consideration shall be paid at the time of allotment of the equity shares pursuant to exercise of options against each such warrant by the warrant holder. In case the warrant holder does not exercise the option for equity shares against any of the warrants held by the warrant holder, the consideration paid in respect of such warrant shall be forfeited. Warrants are convertible into equity shares within a maximum period of 18 months from the date of their allotment.
5 Remeasurement of defined benefit plans comprises actuarial gains and losses which are recognised in other comprehensive income/ (loss) and then immediately transferred to retained earnings.
i) Nature of security:
a) Term loan from Indian Renewable Energy Development Agency Limited (IREDA) is primarily secured by way of hypothecation of movable assets pertaining to the projects, both existing and future, subject to prior charge of working capital lenders on specified current assets along with personal guarantee of Chairman & Managing Director and Corporate guarantee of M/s S.L. Industries Pvt. Ltd. and M/s Websol Green Projects Private Limited and pledge 9,51,72,110 number of shares held by promoters of the Company till the tenure of loan. Also, assignment of leasehold rights of the entire project land by way of Indenture of Mortgage and creation of DSRA (Refer note 11(ii)).
b) Cash credit from Union Bank is primarily secured by way of exclusive 1st charge on hypothecation of stock, book debt and other current assets, both existing and future, of the Company along with personal guarantee of Chairman & Managing Director and Corporate guarantee of M/s S.L. Industries Pvt. Ltd. and M/s Websol Green Projects Private Limited and pledge of fixed deposits of Rs. 7.50 Crores (Refer note 11(ii)).
ii) Rate of interest
Interest is payable @ 9.70% p.a. (Previous year @ 9.90% p.a.) on secured loan.
Interest is payable @ MCLR 1.00% i.e 10.35% p.a. (Previous year Nil) on cash credit.
iii) Terms of Repayment
Term loan is repayable in 20 quarterly installments starting from 30-06-2025 as below:
(a) The Government of India notified on 21st November, 2025, the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating existing 29 labour laws. Based on the best information available so far and actuarial valuation, the Company has assessed and accounted the incremental financial impact of Rs. 4.11 Crores as past service cost charge of employees' post employment defined benefits for its employees. Considering the regulatory driven non¬ recurring nature, it is classified under exceptional items in the standalone statement of profit and loss. The Company continues to monitor the developments relating to the implementation of the New Labour Codes and would review the estimates as further clarifications and Rules are notified.
(b) During the year ended 31st March, 2026, the Company received an order dated 22nd December, 2025 passed by the Commissioner of Income Tax (Appeals). Pursuant to the said order, the Company has recognised the consequential tax impact in the current period, resulting in the set-off of brought forward losses amounting to Rs. 96.25 Crores against the taxable income for the year. Accordingly, the current tax expense for the year ended 31st March, 2026, has been adjusted, and a provision for contingency of Rs. 7.50 Crores made in earlier periods has been reversed.
i. The amounts shown above represent the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of different legal processes which have been invoked by the Company or the claimants, as the case may be and, therefore, cannot be estimated accurately. The Company does not expect any reimbursement in respect of above contingent liabilities. In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the ground that there are fair chances of successful outcome of the appeals. The Company does not expects the outcome of these proceedings to have a material impact on its financial position.
ii. The company's product namely Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards. A fair estimate of future liability that may arise on this account is not ascertainable. The same shall be accounted for as and when any claim occurs.
iii. Pursuant to the High Court's order dated 27 September 2012, the Company is required to deposit 25% of the demanded excise duty and penalty and provide a bond for the remaining 75% of the demand. Aggrieved by this order, the Company has filed GA 3166 of 2017 seeking rectification of the said order.
iv. During the year, the Company received a favourable appellate order from Commissioner of Income Tax (Appeals) in respect of an income tax matter amounting to Rs. 75.07 Crore, which were disclosed as contingent liabilities in the previous year financial statements. Pursuant to the aforesaid order and based on the assessment of the management, the Company no longer considers any probable outflow of economic resources in respect of the said matter. Accordingly, the contingent liability disclosure relating thereto has been withdrawn in the current year. (Refer note 32 (b))
The Company is primarily engaged in only one product line i.e., Solar Photovoltaic Cells and Modules. All the activities of the Company revolve around the main business. As such there are no separate reportable segments as per requirements of Accounting Standard (Ind AS- 108) on operating segment. Further, the Company operates only in India, hence additional information under geographical segments is also not applicable. The Directors of the Company has been identified as the Chief Operating Decision Maker (CODM). The Chief Operating Decision Maker also monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than those already provided in the financial statements.
(ii) Revenue from two external customers of the Company individually contributed more than 10% of the total revenue from operations and, in aggregate, accounted for 22.62% of the total revenue from operations during the current year (Previous year: revenue from three external customers aggregating to 48.13%).
Note 38 : Employee Benefits
As per Indian Accounting Standard - 19 ” Employee Benefits", the disclosures of Employee Benefits are as follows: a) Defined Contribution Plan :
Employee benefits in the form of Provident Fund, Employee State Insurance Corporation and National Pension Scheme are considered as defined contribution plan.
b) Defined Benefit Plan :
Gratuity: In accordance with Payment of Gratuity Act, 1972, the Company operates a defined benefit gratuity plan ("Gratuity Plan") for eligible employees. Under the plan, eligible employees are entitled to receive a lump sum gratuity payment upon retirement, resignation, death, disablement or termination of employment, subject to completion of the prescribed continuous service period, based on the last drawn salary and years of service. The liability is unfunded. The gratuity liability is determined on the basis of an actuarial valuation carried out at each reporting date. The Company was exposed to interest risk, liquidity risk, salary escalation risk, demographic risk, regulatory risk.
i. Interest risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
ii. Liquidity risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash/ cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
iii. Salary Escalation risk: Higher than expected increases in salary will increase the defined benefit obligation.
iv. Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
The most recent actuarial valuation of the present value of the defined benefit obligation were carried out as at March 31,2026 by a registered actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
Note 38 : Employee Benefits (Contd.)
c) Other Long Term Benefits Plan Leave entitlement
The leave entitlement cover the company's liability for earned leave to be availed by employees. These employees can carry forward a portion of the unutilised leave balances and utilise it in future periods or receive cash in lieu thereof (except in case of sick leave and casual leave) as per the Company's policy. The Company records a provision for leave entitlement in the period in which the employees render the services that increases this entitlement.
Note 41 : Lease disclosure
a) The Company's lease asset classes primarily consist of leases for land and office facilities under cancellable lease arrangements. The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
b) The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated.
c) The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of all assets that have a lease term of 12 months or less.
d) Changes in Carrying Value of "Right of Use" (ROU) Assets is as follows (Refer note 5 (iii)):
The above remuneration does not include provision for gratuity and leave encashment, which is determined for the Company as a whole.
d) All related party transactions entered during the current year, as well as in the previous year, were in the ordinary course of business and on an arm's length basis. The transactions with related parties have been entered at an amount that is not materially different from those on normal commercial terms.
e) The amounts outstanding are unsecured and will be settled in cash. No provision for bad or doubtful debts has been recognised in current year and previous year in respect of the amounts owed by related parties.
f) During the year, the Company issued 1,21,00,000 equity shares of Re. 1/each at a premium of Rs. 52/- each to its promoter company, M/s Websol Green Projects Private Limited in consideration of extinguishment of unsecured loan not exceeding Rs. 6 Crore and balance in cash pursuant to conversion of warrants (Previous year ended 31st March 2025, the Company issued 12,10,000 convertible share warrants on preferential basis at Rs. 530/- per warrant to its promoter company) (Refer note 14).
The Company has received personal guarantee from Mr. S.L. Agarwal (Chairman & Managing Director) and Corporate guarantee from M/s Websol Green Projects Private Limited and M/s S.L. Industries Private Limited (Promoter Companies) for borrowing taken by the Company (Refer note 16) and given the letter of Comfort on behalf of Mrs. Raj Kumari Agarwal (Wife of Mr. S. L. Agarwal) for Rs. 5.29 Crore (Previous year: Rs. 5.90 Crore) (Refer note 35).
g) Figures in brackets (-) represents for year ended 31st March, 2025.
Note 43 : Financial instruments - Accounting, Classification and Fair value measurements (Contd.) B. Fair value hierarchy
The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Level 1: Quoted prices (unadjusted) in active market or Net Asset Value (NAV) for identical assets or liabilities.
Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The fair values of investment in mutual funds represent net asset value as stated by the issuers of these mutual fund units in the published statements. Net asset values represent the price at which the issuer will issue further units in the mutual fund and the price at which such units are redeemed.
Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, loans other current financial assets, short term borrowings, trade payables and other current financial liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. The fair value of non-current financial assets and liabilities carried at amortized cost is substantially same as their carrying amount.
Where such items are Non-current in nature (other than investments), the same has been classified as Level 3 and fair value determined using adjusted net asset value method.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2.
The Company is exposed to various risks that may impact its business operations and financial performance including market risk, credit risk and liquidity risk. The Board of Directors has established policies and procedures for identification, assessment and management of such risks and periodically reviews the adequacy of the risk management framework. Management continuously monitors and undertakes appropriate measures to minimise the potential adverse impact of these risks on the Company's operational and financial performance.
(a) Credit risk
Credit risk is the risk that a customer or counterparty to a financial instrument fails to perform or pay the amounts due causing financial loss to the Company. Credit risk arises from Company's activities in receivables from customers, investments, cash and bank balances and other financial assets. The Company ensure that sales of products are made to customers with appropriate creditworthiness. Investment and other market exposures are managed against counterparty exposure limits. Credit information is regularly shared between businesses and finance function, with a framework in place to quickly identify and respond to cases of credit deterioration.
Credit risk arising from balances with banks and other cash equivalents is limited and no collaterals are held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by credit rating agencies.
Other financial assets measured at amortized cost includes security deposits and others. Credit risk related to these financial assets are managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system is in place to ensure that the amounts are within defined limits.
Customer credit risk is managed as per company's established policy, procedure and control related to credit risk management. Credit quality of the customer is assessed based on his previous track record and funds & securities held by him in his account and individual credit limit are defined according to this assessment. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each balance sheet 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. Assets are written off when there is no reasonable expectation of recovery. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss. The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of financial assets. The maximum exposure to credit risk is the total of the carrying amount of balances with banks, bank deposits, trade receivables, other financial assets and investments and these financial assets are of good credit quality including those that are past due.
The Company assesses and manages credit risk of financial assets on the basis of assumptions, inputs and factors specific to the class of financial assets. The Company provides for expected credit loss on Cash and cash equivalents, other bank balances and other financial assets based on 12 months expected credit loss/life time expected credit loss/ fully provided for. Life time expected credit loss is provided for trade receivables under simplified approach.
(b) Liquidity risk
Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligation on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
(c) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market prices. Market rate risk comprises of currency risk, interest rate risk and other price risk such as equity price risk and commodity risk.
(i) Foreign currency risk
Foreign currency risk is the risk of impact related to fair value of future cash flows if an exposure in foreign currency, which fluctuate due to change in foreign currency rate. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's foreign currency denominated trade payables. The foreign currency risk is unhedged.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market interest rate.
1) Liabilities
The Company's fixed rate borrowings are carried at amortised cost. They are, therefore, not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Company has no material variable rate borrowings (Refer note 16)
2) Assets
The company's fixed deposits are carried at fixed rate. Therefore, these are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. The company has invested Rs. 52.23 Crore in money market mutual funds. These are short term papers and are not materially exposed to significant interest rate risk.
(iii) Equity price risk
Equity price risk is the risk that the fair value of financial instrument will fluctuate due to change in market traded price. The Company is not exposed to any price risk arises from investments held in mutual fund and classified as FVTPL.
(iv) Commodity risk
Material cost is the largest cost component for the Company, thus exposing it to the risk of price fluctions based on the supply and demand conditions of those materials. Commodity price risk exposure is evaluated and managed through operating procedures and sourcing policies.
Note 45 : Capital Management
For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity share-holders of the Company. The Company's objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns to shareholders and other stake holders and maintain an optimal capital structure to reduce the cost of Capital.
The Company manages its capital structure and makes adjustments in light of changes in the financial condition 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 (buy back its shares) or issue new shares.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The Company has complied with these covenants.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2026 and 31st March, 2025.
Note : For the purpose of computing total debt to total equity ratio, total equity includes equity share capital and other equity and total debt includes long term borrowings, short term borrowings, long term lease liabilities and short term lease liabilities.
Note 46 : Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013:
Note 50 : Other statutory information:
a. No proceedings has been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
b. The Company does not have any transactions with companies struck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956.
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 fi nancial year.
e. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
f. The Company does not have any such transaction which is not recorded in the books of account 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).
g. During the period, the Company has not advanced or given any loan or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that 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.
h. During the period, the Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that 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 Funding Party (Ultimate Beneficiaries) or
(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
i. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on Number of Layers) Rules, 2017.
j. No scheme of arrangement has been approved by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013 during the period.
k. The loan has been utilised for the purpose for which it was obtained and no short term funds have been used for long term purpose.
l. The Company has no Core Investment Companies (CICs) which are registered with the Reserve Bank of India.
Note 51 :
Previous year figures were presented in lakh. Accordingly, figures for the previous year have been regrouped/ rounded off to conform to current year presentation.
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