J Provisions, Contingent Liabilities, Contingent Assets and Commitments
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. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the standalone statement of profit and loss net of any reimbursement.
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 are disclosed in respect of possible obligations that arise from past events, but their existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.
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 entity. Contingent assets are not recognised till the realization of the income is virtually certain.
Warranty
The Company gives a warranty between 25 to 30 years on solar modules designed, manufactured and supplied by the Company. Provision is made for estimated warranty claims in respect of products sold which are still under warranty at the end of the reporting period. These claims are expected to be settled as and when warranty claims will arise. Management estimates the provision based on historical warranty claim information and any recent trends that may suggest future claims could differ from historical amounts.
K Share based payments
Employees of the Company receive remuneration in the form of share-based payments, 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 Black Scholes valuation model.
That cost is recognised, together with a corresponding increase in share-based payment reserves in 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. The standalone statement of profit and loss expense or credit 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.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
L Cash and cash equivalents
Cash and cash equivalents in the standalone balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
M Cash flow statement
Standalone cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The standalone cash flows from operating, investing and financing activities of the Company are segregated.
Certain arrangements entered with financiers have been classified as borrowings by the Company. The Company presents cash outflows to settle the liability arising from financing activities in its statement of cash flows.
N Revenue Recognition
Revenue from contracts with customers is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. When a performance obligation is satisfied, the revenue is measured at the transaction price which is consideration received or receivable, net of returns, credit price concessions, incentives, liquidated damages or other similar deductions in a contract except when it is highly probable it will not be provided after taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
The Company derives revenues primarily from sale of solar modules, solar cells, solar accessories and construction/ project related activity.
The following is summary of material accounting policies relating to revenue recognition.
Revenue from sale of goods
The Company recognises revenue for supply of goods to customers against orders received. The majority of contracts
that Company enters into relate to sales orders containing single performance obligations for the delivery of solar modules, solar cells, solar accessories and silicon wafers as per Ind AS 115. Product revenue is recognised when control of the goods is passed to the customer. The point at which control passes is determined based on the terms and conditions by each customer arrangement.
Revenue from sale of solar power customers is recognised when control of the goods (power) or services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services having regard to the terms of the agreement with customer,
Variable Consideration forming part of the total transaction price including compensation on account of change in law will be allocated and recognised when the terms of variable payment relate specifically to the Company's efforts to satisfy the performance obligation i.e. in the year of occurrence of event linked to variable consideration.
Revenue from construction/ project related activity
In revenue arrangements with multiple performance obligations, the Company accounts for individual products and services separately if they are distinct - i.e. if a product or service is separately identifiable from other items in the arrangement and if a customer can benefit from it. The consideration is allocated between separate products and services in the arrangement based on their estimated stand¬ alone selling prices determiend using suitable methods as defined in Ind AS 115.
Contract revenue is recognised at allocable transaction price which represents the amount of consideration to which the group expects to be entitled in exchange for transferring good or service to a customer excluding amounts collected on behalf of a third party and is adjusted for variable considerations.
Contract Balances
(i) Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or the amount is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.
(ii) Trade receivables
A receivable represents the Company's right to an amount of consideration that is unconditional (i .e., only the passage of time is required before payment of the consideration is due). However, trade receivables that do not contain a significant financing component are measured at transaction price.
(iii) Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.
Interest income
For all debt financial instruments measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. Interest income is included in other income in the standalone statement of profit and loss.
Dividends
Revenue is recognised when the Company's right to receive the payment is established, which is generally when shareholders approve the dividend.
O Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.
Government grants relating to income are deferred and recognised in the standalone statement of profit or loss over the period necessary to match them with the costs that they intend to compensate and are presented as ""other income"".
Government grants relating to assets which is received subsequent to purchase of asset is treated as deferred income under non-current liabilities and credited to statement of profit or loss on straight-line basis over the expected remaining useful life of the related assets under other income. Grants received in the form of rebate or exemptions or deferment of certain duties at time of purchase of asset is presented as a reduction to the carrying amount of the related asset.
Export incentives under various schemes are recognized as income when the right to receive such entitlements/ credit as per the terms of the respective schemes is established and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.
P Leases
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. 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. The determination of whether
an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Company as a lessee
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: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
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 lease term and useful life of the underlying asset. 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 in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the standalone balance sheet and lease payments have been classified as financing cash flows.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
Q Income tax Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income ("OCI") or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provision where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences except for:
a) When the deferred tax liability arises from the initial recognition of goodwill
b) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised 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 utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
R Borrowing Costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are expensed in the period in which they are incurred.
S Treasury shares
The Company has created an Employee Welfare Trust - PEL ESOP Trust ("the Trust") for implementation of the schemes that are notified or may be notified from time to time by the Company under the plan, for providing share based payments to its employees. The Trust purchases shares of the Company out of funds borrowed from the Company. The Company treats the Trust as its extension and shares held by the Trust are treated as treasury shares. Treasury shares are recognised at cost and deducted from equity. Profit on sale of treasury shares by the Trust is recognised in PEL ESOP Trust reserve.
T Earnings per share
(i) Basic earnings per share
Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for treasury shares and events such as bonus issue that have changed the number of shares outstanding, without a corresponding change in resources.
(ii) Diluted earnings per share
Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included.
U Adoption of new and revised standards
New andamended Ind ASs that are effective for the current year For the year ended March 31, 2025, MCA has notified Ind AS - 117 Insurance contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 01, 2024. The Company has reviewed the new pronouncements based on its evaluation has determined that it does not have any material impact in its standalone financial statements.
New Accounting standards, amendments and interpretations not yet 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. As on the date of release of these standalone financial statements, Ministry of Corporate Affairs (“MCA") has not issued any new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules which are applicable from April 01, 2025.
Notes :
1 Pledge on investment property:
Investment property (land at Gurgaon and land & buildings at Balanagar) with a carrying amount of H Nil (March 31, 2024: H 40.48) has been pledged by the Company under consortium arrangement to secure general banking facilities granted to the Company.
2 As at March 31, 2025 and March 31, 2024, the fair values of the properties are H 108.04 and H 106.29 respectively. These valuations are based on valuations performed by the management of the companies (Registered Valuers and Valuation) Rules, 2017. A valuation model in accordance with that recommended by the International Valuation Standards Committe has been applied.
3 There has been no change to the valuation technique during the year.
4 The title deeds of all investment properties are held in the name of the Company. The Company has not revalued its investment property.
5 The property rental income earned by the Company from its investment property, all of which is leased out under operating leases, amounted to H 0.64 (March 31, 2024: H 1.05)
a) As of March 31, 2025, the Company has pledged 97,076,999 unquoted equity shares (March 31, 2024: 97,076,999) of its subsidiary, Premier Energies Photovoltaic Private Limited, to Indian Renewable Energy Development Agency Limited (IREDA) as security for the subsidiary's borrowings from IREDA.
b) During the year ended March 31, 2025, the Company converted an unsecured loan of H90.79 given to Premier Energies Global Environment Private Limited ("PEGEPL") into 106,681 equity shares of PEGEPL at H10 face value and H841 premium per share, in compliance with Section 62 of the Companies Act, 2013.
c) During the year ended March 31, 2025, the Company invested in 2,960,643 equity shares of Premier Energies Global Environment Private Limited ("PEGEPL"), each having a face value of H 10 per share at a premium of H1,057 per share.
d) During the year ended March 31, 2025, the Company invested in 6,632,638 Compulsory Convertible Preference Shares ("CCPS") of Premier Energies Global Environment Private Limited, each having a face value of H 10 per CCPS at a premium of H 1,057 per CCPS.
e) As of March 31, 2025, the Company has pledged 493,667 unquoted equity shares (March 31, 2024: 493,667) of its subsidiary, Premier Energies Global Environment Private Limited, to Indian Renewable Energy Development Agency Limited (IREDA) as security for the subsidiary's borrowings from IREDA.
f) As of March 31, 2025, the Company has pledged 1,102,228 unquoted equity shares (March 31, 2024: 1,102,228) of its subsidiary, Premier Energies International Private Limited, to Indian Renewable Energy Development Agency Limited (IREDA) as security for the subsidiary's borrowings from IREDA.
g) As of March 31, 2025, the Company has pledged 2,550,000 Compulsory Convertible Debentures (March 31, 2024: 2,550,000) of its subsidiary, Premier Energies International Private Limited, to Indian Renewable Energy Development Agency Limited (IREDA) as security for the subsidiary's borrowings from IREDA.
h) The Company has complied with number of layers prescribed under clause 87 of Section 2 of the Companies Act, 2013, read with the Companies (Restriction on number of layers) Rule, 2017.
* Pursuant to the shareholders approval in their extra-ordinary general meeting held on April 10, 2024, the Company issued and allotted fully paid-up bonus shares of H 1 each in the ratio of 0.268 bonus shares for every equity share held.
**On August 16, 2024, pursuant to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Articles of Association of the Company, and the Shareholders' Agreement dated December 19, 2022, as amended, the Company converted 17,487,360 and 112,640 Compulsorily Convertible Debentures (CCDs) held by South Asia Growth Fund II Holdings LLC and South Asia EBT Trust, respectively, into 87,436,800 and 563,200 fully paid-up equity shares of H 1 each, respectively, in the ratio of 5 equity shares of every CCD held. The equity shares issued upon conversion rank pari passu with the existing equity shares.
*** The Company had completed its Initial Public Offer (IPO) of 62,909,200 equity shares of face value of H 1 each at an issue price of H 450 per share (including a share premium of H 449 per share). A discount of H 22 per share was offered to eligible employees bidding in the employee's reservation portion of 233,644 equity shares. The issue comprised of a fresh issue of 28,709,200 equity shares aggregating to H 12,914 million and offer for sale of 34,200,000 equity shares by selling shareholders aggregating to H 15,390 million. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 03, 2024.
(ii) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of H 1 per share. Each shareholder is eligible for one vote per share held. Incase, the Company declares dividend then it pays dividend in Indian rupees. Such dividend shall be proposed by the Board of Directors subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation of the Company, the holders 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.
(v) For the period of five years immediately preceding March 31, 2025:
(a) The Company has not allotted any equity shares as fully paid pursuant to contract without payment being received in cash except as disclosed below:
- During the year ended March 31, 2022, the Company has entered into share swap transaction with a shareholder to acquire 88,200 shares of Premier Solar Powertech Private Limited (PSPT) in exchange of 7,677,120 shares of the Company.
(b) During the year ended March 31, 2025, the Company has alloted 70,606,834 fully paid-up equity shares by way of bonus shares in the ratio of 0.268 bonus shares for every equity share held.
(c) The Company has not bought back any equity shares.
(vi) There are no shares reserved for issue under options and contracts or commitments for the sale of shares or disinvestment except for the ones disclosed under note (vii) below.
(vii) Share-based payments
Employees of the Group receive remuneration in the form of share-based payments in consideration of the services rendered. Under the equity settled share based payment, the fair value on the grant date of the award given to employees is recognised as 'employee benefit expenses' with a corresponding increase in equity over the vesting period. The fair value of the options at the grant date is calculated by an independent valuer basis scenario based method and Black Scholes model. At the end of each reporting period, apart from the non-market vesting conditions, the expense is reviewed and adjusted to reflect changes to the level of options expected to vest.
The Company constituted the "Premier Energies Limited Employee Stock Option Plan ('Plan') " to grant equity based incentives to its eligible employees. The Company has established a trust called the PEL ESOP Trust ("Trust") to implement the Plan. The Company has given advance to the trust for purchase of the Company's shares and such advance outstanding as at March 31, 2025 and March 31, 2024 is H 110.07.
Under the plan a maximum number of options available for grant under ESOP 2021 shall be 13,948,000 will be granted to the eligible employees. All these options are planned to be settled in equity at the time of exercise at the option of the employee. These options have an exercise price of H 21.29 per share and vests on a graded basis as follows:
(iv) Terms/rights attached to compulsorily convertible debentures
As of March 31, 2024, compulsorily convertible debentures treated as Instruments entirely equity in nature represents compulsorily convertible debentures issued pursuant to the agreement entered into by the Company with South Asia Growth Fund Il Holdings LLC and South Asia EBT Trust dated September 10, 2021 (""the agreement""). The members at their Extra Ordinary General Meeting held on December 20, 2022 have approved the amended terms of conversion as defined in para 4 of Schedule 7 ""Terms of the Investor CCDs"" of the Share Subscription Agreement dated September 10, 2021. Based on amended terms, these Debentures are convertible in the ratio of 5 equity shares for every 1 debenture held by the debenture holders. The holders of CCDs shall be entitled to nominate in office two directors of the Company and will be entitled to be members of such committees of the Board to whom the decision making power has been delegated by the Board. These debenture holders are not entitled to any other form of distribution of profits by the Company until its conversion to equity shares. There is no buyback obligation upon the Company.
During the year, the Compulsory Convertible Debentures (CCDs) were converted into 88,000,000 equity shares of H 1 each.
Nature and purpose of other equity
(i) Securities premium
Amounts received on issue of shares in excess of the par value has been classified as securities premium. The utilisation of securities premium is governed by the Section 52 of the Companies, Act 2013.
(ii) Retained earnings:
Retained earnings are the profits that the Company has earned till date, less dividend paid to shareholders. Retained earnings is a free reserves available to the Company.
(iii) Other comprehensive income:
Other comprehensive income comprises actuarial gains and losses on defined benefit obligation and change in fair value of investment.
b) Disclosures related to defined benefit plan
In respect of Gratuity, a defined benefit plan, the plan is funded with Life Insurance Corporation in the form of a qualifying insurance policy governed by the payment of Gratuity Act, 1972. Under the Gratuity Act, every employee who has completed five years or more of service is entitled to gratuity on departure at 15 days last drawn salary for each completed year of service or part thereof in excess of six months. The level of benefit provided depends on the member's length of service and salary at the time of retirement/ termination age. Provision for gratuity is based on actuarial valuation done by an independent actuary. Each year, the Company reviews the level of funding in gratuity fund and decides its contribution. The Company aims to keep annual contributions relatively stable at a level such that the fund assets meets the requirements of gratuity payments in short to medium term.
This defined benefit plan exposes the Company to actuarial risk, such as investment risk, interest rate risk, longevity risk and salary risk.
i) Investment risk - The present value of the defined benefit plan liability denominated in Indian Rupee is calculated using a discount rate determined by reference to market yields at the end of the reporting period on government bonds.
ii) Interest risk - A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan assets.
iii) Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
iv) Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
The plan is funded with Life Insurance Corporation in the form of a qualifying insurance policy. The following tables summarise net benefit expenses recognised in the Statement of Profit and Loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:
b Measurement of fair values
The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:
a) recognized and measured at fair value
b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is mentioned below:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. Transfers between Level 1, Level 2 and Level 3
There were no transfers between Level 1, Level 2 or Level 3 during the year ended March 31, 2025 and March 31, 2024. Determination of fair values
Fair values of financial assets and liabilities have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
i) The fair value of mutual funds are based on price quotations at reporting date.
ii) The fair values of other current financial assets and financial liabilities are considered to be equivalent to their carrying values.
iii) The fair values of borrowings at fixed rates are considered to be equivalent to present value of the future contracted cashflows discounted at the current market rate.
iv) The fair value of equity instruments measured through FVTOCI is determined using 'Net asset value method'. The net asset value is computed based on the latest audited Balance Sheet of the Company. The loan funds are deducted. Contingent liabilities, to the extent that in the opinion of the management can be fairly expected to impair the net asset value of the business, are also deducted.
v) The fair value of derivative foreign currency forward contracts is determined using quoted forward exchange rates at the reporting date.
36 Financial risk management
The Company has exposure to the following risks arising from financial instruments: credit risk ; liquidity risk ; market risk Financial risk management framework
The Company is exposed primarily to Credit risk, liquidity risk and market risk (fluctuations in foreign currency exchange rates and interest rate), which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.
(a) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets.
Trade receivables:
The customer credit risk is managed by the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on the individual credit limits as defined in accordance with this assessment and outstanding customer receivables are regularly monitored. Ind AS requires an entity to recognise in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount
(b) Liquidity risk
Liquidity risk refers to the risk that 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 requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Exposure to liquidity risk
The table below details the Company's remaining contractual maturity for its non-derivative financial liabilities. The contractual Standalone cash flows reflect the undiscounted Standalone cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
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 maximize the shareholder value.
The Company monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total liabilities, including interest-bearing loans and borrowings less cash and cash equivalents and other bank balances. Adjusted equity comprises all components of equity.
38 Leases
The Company's lease asset classes primarily consist of leases for certain 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.
The Company determines the lease term as the non-cancellable year of a lease, together with both years covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and years covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable year of a lease.
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.
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.
39 Segment Reporting
Identification of Reportable Segments:
Segments are identified in line with Indian Accounting Standard (Ind AS) 108 "Operating Segments", taking into consideration the internal organisation and management structure as well as the differential risk and returns of each of the segments. Operating segments are components of the Company whose operating results are regularly reviewed by the Company's Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete information is available. Based on the Company's business model of vertical integration, Solar energy market have been considered as a single business segment for the purpose of making decisions on allocation of resources and assessing its performance. Hence, no separate financial disclosures provided in respect of its single business segment.
Premier Energies Limited Employees Stock Option Plan 2021 Scheme
The establishment of the Premier Energies Limited ESOP Scheme 2021 ('Plan'/ 'ESOP 2021') was approved by the Board of Directors in the meeting held on September 04, 2021 and by the members in the Extra Ordinary General Meeting held on September 09, 2021 . The plan is designed to provide incentives to the eligible employees. The ESOP scheme shall be administered by Nomination and Remuneration committee through the PEL ESOP Trust ('Trust') set up by the Company.
Participation in the plan is at the Board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The maximum number of options available for grant under the plan shall be 11,000,000. The Company further increased the number of options by 2,948,000 under the ESOP Scheme 2021 by issue of bonus shares in the ratio of 0.268 for every one equity share held at the extraordinary general meeting of shareholders held on April 10, 2024. Accordingly, the number of shares that can be issued under the ESOP 2021 scheme increased from 11,000,000 to 13,948,000.
Options are granted under the plan for no consideration and carry no dividend or voting rights. The options granted shall vest in a graded manner between completion of 1 year up to 3 years of service from the grant date, unless specific details are laid out by the administrator. Once vested, the options remain exercisable for a period of 7 years. The exercise price of the share underlying an option shall be H 21.29 per share after considering the impact of bonus shares. When exercised, each option is convertible into one equity share.
The Company has issued 3,862,050 equity shares at H 20/- per equity share of H 1/- face value on September 17, 2021 and 1,627,521 equity shares at H 20.05/- per equity share of H 1/- face value on September 28, 2021 to the Trust for the purpose of further issuance to the employees in lieu of the stock options that shall be granted to identified employees. The said shares including the impact of bonus shares are treated as treasury shares (Refer Note 12(iv)).
Employees of the Company receive remuneration in the form of share-based payments in consideration of the services rendered. Under the equity settled share based payment, the fair value on the grant date of the awards given to employees is recognised as 'employee benefit expenses' with a corresponding increase in equity over the vesting period. The fair value of the options at the grant date is calculated by an independent valuer basis scenario based method and Black Scholes model. At the end of each reporting period, apart from the non-market vesting conditions, the expense is reviewed and adjusted to reflect changes to the level of options expected to vest.
Exercise period
(1) Long-Term borrowings Short-Term borrowings Lease liabilities interest accrued
(2) Net profit after tax Non-operating cash exp like depreciation, amortisation and provisions Interest
(3) Interest and lease payments Principal repayments
(4) Represents cost of material consumed purchases of stock-in-trade changes in inventories of finished goods and work-in-progress
(5) Adjusted expenses includes purchase of stock in trade, purchases of raw material, contract execution expenses, employee benefit expenses (excluding contribution to provident and other funds, gratuity and compensated absences expense, share based payment expense) and other expenses (excluding provision for warranty, provision for doubtful debts, foreign exchange loss, bad debts/ assets written off, loss on sale of property, plant and equipment and provision for impairment of investment).
(6) Average capital employed is the average of opening and closing values of total equity, total debt (including lease liabilities and accrued interest), deferred tax liabilities (net of deferred tax asset) less intangible assets.
44 Utilisation of funds raised through initial public offer (IPO)
The Company had completed its Initial Public Offer (IPO) of 62,909,200 equity shares of face value of H 1 each at an issue price of H 450 per share (including a share premium of H 449 per share). A discount of H 22 per share was offered to eligible employees bidding in the employee's reservation portion of 233,644 equity shares. The issue comprised of a fresh issue of 28,709,200 equity shares aggregating to H 12,914 million and offer for sale of 34,200,000 equity shares by selling shareholders aggregating to H15,390 million. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 03, 2024,
The Company has received an amount of H 12,388.89 million (net of estimated IPO expenses of H 525.11 million) from the fresh issue of equity shares. The utilization of IPO proceeds is summarized below: * Aggregate of utilised and unutilised by the Company and Premier Energies Global Environment Private Limited, wholly-owned subsidiary. Net proceeds which were utilised as March 31, 2025 were temporarily invested in fixed deposits and held in current account with scheduled commercial banks.
45 As per the proviso to Rule 3(1) of the Companies (Accounts) Rules 2014, for the financial year commencing on or after the 1st day of April 2023, every company 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 who made those changes within such accounting software and ensuring that the audit trail cannot be disabled.
The Company uses accounting software systems for maintaining its books of account, which have the feature of recording audit trail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded in the software systems. Further no instance of audit trail feature being tampered with was noted in respect of the software.
46 Other statutory information:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(vi) 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.
(vii) 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.
(viii) a. 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:
- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or
- provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
b. Other than as disclosed below, The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ix) 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.
(x) 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.
For and on behalf of the Board of Directors Premier Energies Limited
Surenderpal Singh Saluja Chiranjeev Singh Saluja
Chairman & Whole Time Director Managing Director
DIN: 00664597 DIN: 00664638
Ravella Sreenivasa Rao Nand Kishore Khandelwal
Company Secretary Chief Financial Officer
Membership Number: A17755 Membership Number: 074967
Place: Hyderabad Date: May 17, 2025
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