(j) Provisions, contingent liabilities and contingent assets
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 some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. 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.
Constructive obligation is an obligation that derives from an entity's actions where:
(i) by an established pattern of past practice, published policies or a sufficiently specific current statement, the entity has indicated to other parties that it will accept certain responsibilities and
(ii) as a result, the entity has created a valid expectation on the part of those other parties that it will discharge such responsibilities.
A provision for onerous contracts is recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.
Warranties
The Company provides performance warranty on PV Modules for 25 years for Glass to Back sheet Modules and 30 years for Glass to Glass Modules. Provisions related to these assurance type warranties are recognised when the product is sold, or the service is provided to the customer. In order to meet the expected outflow of resources against future warranty claims, the Company makes a provision for warranty. This provision for warranty represents the expected future outflow of resources against claims for performance shortfall on account of manufacturing deficiencies over the assured warranty life.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the standalone financial statements, unless the possibility of any outflow in settlement is remote.
Contingent assets
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Company does not recognise the contingent asset in its standalone financial statements since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits is probable, the Company disclose a brief
description of the nature of contingent assets at the end of the reporting period.
However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the Company recognise such assets.
(k) Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer (the transfer of the significant risks and rewards of ownership of an asset to the customer may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset) at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Revenue is measured at transaction price (net of variable consideration, if any). The transaction price is the consideration received or receivable and is reduced by rebates, allowances and taxes and duties collected on behalf of the government.
Revenue from the sale of manufactured goods 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 Engineering, procurement and construction (EPC) services, where the outcome can be estimated reliably, is recognised under the percentage of completion method by reference to the stage of completion of the contract activity. The stage of completion is measured by calculating the proportion that costs incurred to date bear to the estimated total costs of a contract. Determination of revenues under the percentage of completion method necessarily involves making estimates by the management.
Significant financing component — Generally, the Company receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.
Interest and other income
Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income on financial
assets at amortised cost and financial assets at FVTOCI is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income.
(l) Foreign currencies
Functional and presentation currency
Items included in the standalone financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency'). The standalone financial statements are presented in Indian rupee (INR), which is the Company's functional and presentation currency.
Transactions and balances
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/losses arising out of fluctuation in foreign exchange rates between the transaction date and settlement date are recognised in the standalone statement of profit and loss.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date and the exchange differences are recognised in the standalone statement of profit and loss.
Transactions in foreign currencies are initially recorded by the Company at functional currency spot rates at the date the transaction first qualifies for recognition.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
(m) Borrowing costs
Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised, if any. All other borrowing costs are expensed in the period in which they occur.
Borrowing cost includes interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
(n) Employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service.
Defined contribution plans
The Company operates a defined benefit gratuity plan in India. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Remeasurements, comprising of actuarial gains and losses, are recognised immediately in the standalone balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to Standalone Statement of profit or loss in subsequent periods.
Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company recognises expected cost of short-term employee benefit as an expense, when an employee renders the related service.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long¬ term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains/losses are immediately taken to the standalone statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the standalone balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is present as non-current liabilities.
Changes in the present value of defined benefit obligations arising from legislative amendments are treated as plan amendments and are accordingly recognized as past service cost in the Standalone Statement of Profit and Loss in the period in which such amendments occur.
(o) Income taxes
Current income 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.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income 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 considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company reflects the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date
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 utilised.
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 Other Comprehensive Income (“”OCI””) or directly in equity.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority or intends to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(p) Events after the reporting period
If the Company receives information after the reporting period, but prior to the date when the standalone financial statements are approved for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its standalone financial statements. The Company will adjust the amounts recognised in its standalone financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company will not change the amounts recognised in its standalone financial statements, but will disclose the nature of the non adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
(q) Investments in equity shares of subsidiaries
The Company accounts for its investments in equity shares of subsidiaries at cost less accumulated impairment losses (if any) in its standalone financial statements. Investment in preference shares of subsidiaries are also accounted at cost less accumulated impairment losses if the issuer classifies these instruments as equity instruments.
The Company reviews the carrying value of investments at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the recoverable amount of the investment is estimated. If the recoverable amount is less than the carrying amount, the impairment loss is recognized in the statement of profit and loss.
(r) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). Only those business activities are identified as operating segment for which operating results are regularly reviewed by CODM to make decisions about resource allocation and performance measurement.
(s) Recent pronouncements
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. April 1, 2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its standalone financial statements.
In August 2025, MCA notified the following amendments to:
1. Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1, 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. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.
2. Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. April 1, 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 supplier finance arrangements during the reporting period.
3. Ind AS 12, International Tax Reform — Pillar Two Model Rules applicable immediately - Accordingly, the global minimum tax provisions and related amendments to Ind AS 12 are not applicable to the Company for the current reporting periods.
4. Lack of Exchangeability — Amendments to Ind AS 21 - The amendments to Ind AS 21 introduce additional guidance to assist entities in assessing whether a currency is exchangeable into another currency and in determining the appropriate spot exchange rate when exchangeability is restricted. The Company has evaluated the impact of these amendments and concluded that they do not have a material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future reporting periods
2.3 Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(a) Leases - estimating the incremental borrowing rate (“IBR")
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company 'would have to pay', which requires estimation when no observable rates are available. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the Company's credit rating).
(b) Provision for expected credit losses (“ECLs") on trade receivables
The Company uses a provision matrix to calculate ECLs on trade receivables. The provision rates are based on days past due for its customer segments that have similar loss patterns. The provision matrix is initially based on the Company's historical observed default
rates. At every reporting date, the historical observed default rates are updated and changes in the forward¬ looking estimates are analysed. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company's historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future.
(c) Defined benefit plan (post-employment gratuity)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(d) Deferred tax assets
Valuation of deferred tax assets is dependent on management's assessment of future recoverability of the deferred tax benefit. Expected recoverability may result from expected taxable income in the future, planned transactions or planned optimising measures. Economic conditions may change and lead to a different conclusion regarding recoverability.
(e) Provision for warranties
The Company's performance warranty obligations for its PV Modules are determined using historical information of claims received up to the year end and the management's estimate of further liability to be incurred during the 25-year warranty period, computed on the basis of past trends of such claims. These assurance-type warranties are recognised when the product is sold or the service provided, with initial recognition based on historical experience, and the initial estimate of warranty-related costs is revised annually
(f) Useful lives of property, plant and equipment and intangible assets
Management reviews its estimate of the useful lives of property, plant and equipment and intangible assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of property, plant and equipment and intangible assets.
(g) Contingencies
Legal proceedings covering a range of matters are pending against the Company. Due to the uncertainty inherent in such matters, it is often difficult to predict the final outcome. The cases and claims against the Company often raise factual and legal issues that are subject to uncertainties and complexities, including the facts and circumstances of each particular case/claim, the jurisdiction and the differences in applicable law. The Company consults with legal counsel and other experts on matters related to specific litigations where considered necessary. The Company accrues a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.
(h) Impairment of investments and loans to subsidiaries
Investment in subsidiaries and loans to subsidiaries are tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the asset or cash generating units to which these pertain is less than its carrying value. The recoverable amount is higher of value-in¬ use and fair value less cost to disposal. The calculation of value in use involves use of significant estimates and assumptions which includes growth rates to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions.
2.4 New standards or amendments not yet adopted
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants — Amendments to Ind AS 1 — This amendment also includes specific provisions that will take effect for reporting periods beginning on or after 1 April 2026, as outlined below:
Under the existing Ind AS 1, where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current if the lender agreed, after the reporting period and before the approval of the standalone financial statements for issue, not to demand payment as a consequence of the breach. However, the amended requirements stipulate that entities will no longer be permitted to consider lender waivers that are granted after the reporting date but before the standalone financial statements are approved for the purpose of classification of loans. This amendment is required to be applied retrospectively in accordance with Ind AS 8. The Company will assess the impact, if any, on its operations or financial statements in the relevant financial year.”
3. Property, plant and equipment and capital work-in-progress (Contd..)
3.3 Impairment of plant and machinery
The Company was operating a manufacturing facility located at #13/1, International Airport Road, Bettahalasur Post, Bengaluru — 562157 (hereinafter referred to as ""Unit 1""), which was based on polycrystalline silicon solar cell technology. With advancements in solar technology, this technology has become obsolete.
As a result, the plant and machinery at Unit 1 is no longer in use. Accordingly, the written down value of the related assets has been fully provided for in the books of account for the year ended 31 March 2026 amounting to INR Nil (31 March 2025: INR 2,001.14 Lakhs).
3.4 Contractual obligations
Refer Note 33.2 for details on contractual commitments for acquiring property, plant and equipment.
3.5 Capital work-in-progress ("CWIP")
This represents costs relating to the manufacturing facility under construction.
3.6 Refer Note 35 for related party transactions.
4. Leases
Leases as lessee
The Company has lease contracts primarily for buildings.
With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right of- use asset and a lease liability. Payments made for short term leases and leases of low value are expensed on a straight-line basis over the lease term. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and asset.
6.1 Impairment assessment
The management has tested whether investment and loan given to Emmvee Energy GmbH as at 31 March 2026 has suffered any impairment loss. The recoverable amount has been determined based on value-in-use calculations on a discounted cash-flow method which require use of assumptions. The calculations use cash flow projections using the estimated growth and pre-tax discount rates stated below.
The following sets out the key assumptions for the value-in-use calculations:
(a) Sales forecast - As per power purchase agreement
(b) Pre-tax discount rate - 4.9% (31 March 2025 : 3.9%)
(c) Residual value of plant and machinery - 5% of original cost(31 March 2025 : 5% of original cost)
The management has conducted a sensitivity analysis, including an assessment of the sensitivity to discount rates, on the fair value assessment of the carrying value of the investment in and loan granted to Emmvee Energy GmbH. The analysis indicates that there is no significant change in the estimated fair value.
The Company believes that key assumptions which have been used to undertake the valuation for the above investment and loan referred in (a) to (c) in its Standalone Balance Sheet as of 31 March 2026, represent the best view of the future economic landscape and operating model at this time. Going forward, the key assumptions would be kept under review and relevant changes, if any, will be reflected in the Standalone Financial Statements from time to time.
During the financial year ended 31 March 2026, based on the assumptions and independent valuer's report referred to above, management concluded that no further impairment provision was required. However, due to the depreciation of the Indian Rupee (INR) against the Euro (EUR), the Company recognized an additional impairment provision of INR 920.53 Lakhs during the year.
The increase in the impairment provision was attributable solely to foreign exchange fluctuations and was offset by the corresponding foreign exchange gain recognized during the period.
7.2 The Company has granted loans to Emmvee Energy Private Limited amounting to INR 2,24,244.29 Lakhs (31 March 2025: INR 37,419.00 Lakhs). The loan is granted as an unsecured loan to Emmvee Energy Private Limited towards promoters contribution for:
(i) the prepayment of certain outstanding term loans availed from Indian Renewable Energy Development Agency Limited(IREDA) and other requirements including towards implementation of 6000 MW integrated Cell Module manufacturing line at Investment Region (ITIR) Phase II, Devanahalli, Bengaluru 562110 and other general corporate purposes.
(ii) project as per the requirements of the Sanction terms of IREDA, which carries interest rate @ 8.90% to comply the regulations of Companies Act 2013. The loan is unsecured and repayable over 7 years from Commercial Operation Date ""COD"" in quarterly instalments starting from September 2028 as per agreed amortization schedule. Interest is payable quarterly at a rate linked to IREDA borrowings.
7.3 The Company has granted loans to Emmvee Energy GmbH amounting to INR 3,701.70 Lakhs (net of impairment loss of INR 2,394.12 Lakhs) (31 March 2025: INR 3,701.70 Lakhs (net of impairment loss of INR 1,473.60 Lakhs)). The loan (interest free) is granted as an unsecured loan (repayable on demand) to Emmvee Energy GmbH towards production of power and sale of power generated from solar and purchase of photovoltaic equipments and as well as the trade with these products.
7.4 Refer Note 38 for fair value measurements and Note 39 for information about the Company's exposure to financial risks.
11.1 No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person or firms or private companies in which any director is a partner, a director or a member other than as disclosed in Note 35.
11.2 Trade receivables are non-interest bearing and are generally on credit terms of 0-60 days.
11.3 Refer Note 38 for fair value measurements and Note 39 for information about the Company's exposure to financial risks.
11.4 Refer Note 35 for the details of outstanding balances with related parties.
11.5 Trade receivables ageing schedule
(a) Sub-division of equity shares
Pursuant to a resolution passed by the shareholders in the EGM dated 24 March 2025, the Company has sub-divided the face value of its equity shares from INR 10 each to INR 2 each. Accordingly, the then existing 1,07,91,810 equity shares of INR 10 each of the Company were sub-divided into 5,39,59,050 equity shares of INR 2 each.
(b) Bonus issue of equity shares
Pursuant to the resolution passed by the shareholders in the extra ordinary general meeting dated 18 April 2025, it has allotted 53,95,90,500 equity shares of face value of INR 2 each by way of bonus to its shareholders in the ratio of 10 bonus shares for every one equity share held.
(c) Issued during the year
The Company had completed its Initial Public Offer (IPO) comprising a fresh issuance of 9,87,95,483 equity shares with a face value of INR 2/- each. These shares were offered at an issue price of INR 217/- per equity share. The Company raised a total of INR 2,14,386.20 Lakhs with respect to fresh issuance of equity shares. 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 18 November,2025.
14.2 Rights, preferences and restrictions attached to the equity shares
The Company has one class of equity shares having a par value of INR 2 per share. Each shareholder is eligible for one vote per share held. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders at the Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
Refer note 16 for the details of equity shares pledged as security by promoters of the company.
14.4 Aggregate number of shares issued for consideration other than cash, bonus shares allotted and shares bought back during the period of five years immediately preceding the reporting date
There are no such shares issued, allotted or bought back during the period of five years immediately preceding the reporting date except as disclosed in Note 14.1(b) above.
14.5 Employees Stock Option Scheme
Pursuant to a special resolution passed by the Company shareholders at the extraordinary general meeting held on 26 May 2025, the Company adopted the Employees Stock Option Scheme 2025 (“ESOS-2025”). Further, in the same meeting, the shareholders, by way of a separate special resolution, approved the special resolution permitting grant of stock options under ESOS-2025 to eligible employees of the Group. There are no grants issued as at 31 March 2026 under this scheme.
1. Term loan from Indian Renewable Energy Development Agency Limited(hereafter known as "IREDA") @
Secured by
a) Mortgage of Immovable properties on first charge basis are as under:
(i) Industrial land and building owned by the Company situated at Sonnappanahalli village, Bettahalasur, Bengaluru.
(ii) Industrial land and building owned by the Company situated at Laxmaiah block, Ganganagar, Bengaluru.
b) Hypothecation of existing plant and machinery located at #13/1, International Airport road, Bettahalasur Post, Bengaluru -562157.
c) Hypothecation of raw materials, semi finished goods, finished goods and receivables.
d) Immovable property owned by Mrs. Shubha Manjunatha situated at Sonnappanahalli village, Bettahalasur, Bengaluru and building there on.
Other securities
Mr. Manjunatha Donthi Venkatarathnaiah and Mrs. Shubha Manjunatha have given personal guarantees for the term loan taken from IREDA.
@ The Company has fully prepaid the above loan on 17 May 2025 pertaining to Unit 1, located at #13/1, International Airport Road, Bettahalasur Post, Bengaluru — 562157 and has received no due certificate from IREDA dated 3 June 2025. The Company has filed satisfaction of charge to release the securities mentioned above in the month of June 2025.
(ii) Term loan from bank (HDFC Bank)#
Secured by¬ Mortgage of Factory Land and Building - First pari passu charge with Axis Bank/other Banks sanctioning the additional Term borrowing on the industrial Dabaspet property of 2.725 acre in the name of the Company.
Hypothecation of Plant and Machinery - First pari passu charge with Axis Bank/other Banks sanctioning additional Term borrowing, on the entire value of plant and machinery - INR 7,000.00 Lakhs at Dabaspet industrial area in the name of the Company.
Other securities
Mr. Manjunatha Donthi Venkatarathnaiah and Mrs. Shubha Manjunatha have given personal guarantees for the term loan taken from HDFC.
# The term loan availed from HDFC Bank was fully prepaid on 18 November 2025, out of the proceeds raised through the Initial Public Offering (IPO). Accordingly, the Company filed the satisfaction of charge, and the charge has since been released.
16 .Borrowings (Contd..)
2. Cash Credit (repaid during the year)
(i) Axis Bank
During the year ended 31 March 2025, the Company has availed a working capital facility with a sanctioned limit of
INR 5,500.00 Lakhs, secured by-
(i) First pari passu charge on the industrial land and building measuring 43,560 sq ft in the name of Mrs. Shuba Manjunatha (addressed at previous survey number 13/1, Converted 17/12, Sonnappanahalli Village, Jalahobli, Bettahalasuru Post, Bellary Road, NH 4, Bangalore — 562157).
(ii) First pari passu charge with HDFC Bank on entire current asset of the company including inventories and trade receivables.
(ii) HDFC Bank
During the year ended 31 March 2025, the Company has availed a working capital facility with a sanctioned limit of
INR 5,000.00 Lakhs, secured by-
(i) First pari passu charge on the industrial land and building measuring 43,560 sq ft in the name of Mrs. Shuba Manjunatha (addressed at previous survey number 13/1, Converted 17/12, Sonnappanahalli Village, Jalahobli, Bettahalasuru Post, Bellary Road, NH 4, Bangalore — 562157).
(ii) First pari passu charge with Axis Bank on entire current asset of the company including inventories and trade receivables.
Information about provision for warranties
Provision for warranty claims represents present value of the management's best estimate of the future outflow of economic benefits that will be required under the Company's obligations for warranties under sale of products. The estimates has been made on the basis of historical trends and current cost of insuring the product performance warranty and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.
30. Other expenses (Contd..)
The Company has made payment to auditors of INR 120.00 Lakhs (excluding GST and out of pocket expense) towards audit and certification work with respect to IPO and the same has been considered as part of share issue expenses and adjusted against securities premium.
30.2 Refer Note 35 for related party transactions.
30.3 Corporate social responsibility expenditure
As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company and the amount needs to be spent by the Company for the year is 2% of average net profits for previous three financial years, calculated as per Section 198 of the Companies Act, 2013. The nature of CSR activities undertaken by the Company includes promoting education, health care and environmental sustainability. All these activities are covered under Schedule VII to the Companies Act, 2013. The details of amount spent are:
33. Contingent liabilities and commitments (Contd..)
(b) Other commitments
(i) The Company has provided a corporate guarantee to the Customs authorities in respect of EPCG (Export Promotion Capital Goods) licences obtained by its subsidiary, Emmvee Energy Private Limited. The outstanding amount of the corporate guarantee as at 31 March 2026 is INR 3,817.00 Lakhs (31 March 2025 is INR 3,817.00 Lakhs).
(ii) The Company had provided corporate guarantees in favour of Indian Renewable Energy Development Agency Limited (IREDA / the Lender) amounting to INR 1,30,007.00 Lakhs, in connection with loans sanctioned to its subsidiary, Emmvee Energy Private Limited. During the year, the said loan has been prepaid by the subsidiary, as a result the guarantee stood as Nil as on date.
34. Employee benefits
34.1 Disclosures related to direct contribution plan
The employees of the Company are members of a state-managed retirement benefit plan operated by the Government of India.
The Company is required to contribute a specified percentage of payroll costs to the retirement benefit plan to fund the benefits.
The only obligation of the Company with respect to the retirement benefit plan is to make the specified contributions.
34.2 Post-employment defined benefit plans
(A) Information regarding defined benefit plans and its funding
The Company has a defined benefit gratuity plan in India (Gratuity plan). The Gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under this Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of Mr. Manjunatha Donthi Venkatarathnaiah and Mrs. Shubha Manjunatha. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy. Each year, the Board of Trustees reviews the level of funding in the Gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy. The Board of Trustees decides its contribution based on the results of this annual review.
The plans are exposed to a number of risks, including:
- Investment risk: movement of discount rate used against the return from plan assets
- Interest rate risk: decreases/increases in the discount rate used will increase/decrease the defined benefit obligation
- Longevity risk: changes in the estimation of mortality rates of current and former employees.
- Salary risk: increases in future salaries increase the gross defined benefit obligation.
34. Employee benefits (Contd..)
(F) Sensitivity analysis
The impact to the value of the defined benefit obligation of a reasonably possible change to one actuarial assumption, holding all other assumption constant, is presented in the table below. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method has been applied as when calculating the defined benefit liability recognised in the balance sheet.
34.3 Provisions for compensated absences
The entire amount of the provision as disclosed in Note no. 18, are presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months
The provisions for compensated absences not expected to be settled within the next 12 months amounts to INR 81.85 Lakhs (31 March 2025: INR 119.04 Lakhs)
34.4 Also Refer Note 47
35. Related party transactions
In accordance with the requirements of Ind AS 24 Related Party Disclosures, names of the related parties, related party relationship, transactions and outstanding balances including commitments where control exists and with whom transactions have taken place during reported periods are as follows:
Others
(a) The Company has provided a corporate guarantee to the Customs authorities in respect of EPCG (Export Promotion Capital Goods) licences obtained by its subsidiary, Emmvee Energy Private Limited. The outstanding amount of the corporate guarantee as at 31 March 2026 is INR 3,817.00 Lakhs (31 March 2025 is INR 3,817.00 Lakhs).
(b) The Company has pledged 5,76,30,000/- shares being 51% of the equity shares of its Indian subsidiary, Emmvee Energy Private Limited in favour of IREDA towards the term loan facility obtained by the subsidiary.
(c) The Company had provided corporate guarantees in favour of IREDA amounting to INR 1,30,007.00 Lakhs, in connection with loans sanctioned to the Subsidiary Company. During the year, the said loan has been prepaid by the Subsidiary Company. The fair value of such guarantee as on 31 March 2026 is Nil.
35.4 Terms and conditions
In respect of the transactions with the related parties, the Company has complied with the provisions of section 177 and
section 188 of the Companies Act, 2013 where applicable and details has been disclosed above, as required by the applicable
accounting standards.
All transactions with related parties are on arm's length basis. Outstanding balance as at year end are unsecured.
36. Segment information
36.1 In line with the exemption available under Ind AS 108, the Company has disclosed segment information only in its Consolidated Financial Statements. As a result, detailed segment disclosures have not been presented separately in the Standalone Financial Statements.
36.2 Refer to Note 22.1 for breakup of the Company's revenue by primary geographical market.
36.3 Major customers
Significant customers represented portions of revenue as follows:
39. Financial risk management
39.1 General objectives, policies and processes
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.
The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks.
39.2 Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
The Company's maximum exposure to credit risk for the components of the balance sheet is the carrying amounts of financial assets as per Note 38.
Trade receivables
To manage the credit risks arising from customers, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivables.
The Company does not hold any collateral as security. The letters of credit and other forms of credit insurance are considered integral part of trade receivables and considered in the calculation of impairment.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate. Details of concentration of revenue are included in Note 36.
In determining allowance for credit losses of trade receivables, the Company has used the practical expedient by computing the expected credit loss allowance based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward-looking information. The expected credit loss allowance is based on ageing of receivables and the rates used in provision matrix.
38.2 The carrying amounts of trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, other financial assets, borrowings (current), trade payables and other financial liabilities are considered to be the same by the management as their fair values largely due to their short-term nature.
38.3 Transfer of financial assets
The Company transfers certain trade receivables under discounting arrangements with banks. Some of such arrangements do not qualify for de-recognition due to recourse arrangements being in place. Consequently, the proceeds received from transfer are recorded as short-term borrowings from banks. Refer note 16.
Other financial assets
In case of cash and cash equivalents, since the amount is in form of demand deposits with bank there is no credit risk perceived. The Company invests only in debt mutual funds with very low credit risk.
Other financial assets like security deposits and bank deposits are with government authorities and scheduled banks and hence, the Company does not expect any significant credit risk with respect to these financial assets.
39. Financial risk management (Contd..)
39.3 Market risk
Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of the financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivable and payables and loans and borrowings.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rate relates primarily to the Company's borrowings with floating interest rates.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the portion of variable interest-bearing borrowings, after the impact of hedge accounting. With all other variables held constant, the Company's profit before tax is affected through the impact on such floating rate borrowings, as follows:
(b) Foreign exchange risk
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a different currency from the Company's functional currency).
39. Financial risk management (Contd..)
(c) Sensitivity Analysis - Impact on profit before tax
A reasonably possible strengthening / (weakening) of the Indian Rupee against US dollars and Euro as at 31 March would have affected the measurement of financial instruments denominated in US dollars and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. In cases where the related foreign exchange fluctuation is capitalised to fixed assets or recognised directly in reserves, the impact indicated below may affect the Company's income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing respectively.
(d) Other price risk
The Company invests its surplus funds in various Equity and debt instruments. These comprise of mainly liquid schemes of mutual funds (liquid investments) and fixed deposits. This investments are susceptible to market price risk, mainly arising from changes in the interest rates or market yields which may impact the return and value of such investments. However due to the very short tenor of the underlying portfolio in the liquid schemes, these do not pose any significant price risk.
39.4 Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company manages liquidity risk by maintaining sufficient cash and by having access to funding through an adequate amount of committed credit lines. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
40. Capital management
The Company's objectives when maintaining capital are:
(a) to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and
(b) to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Company monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt. Net debt is calculated as the total borrowings and lease liabilities less cash and cash equivalents and other bank balances. Total equity includes issued equity share capital, securities premium and all other equity reserves attributable to the equity holders.
In order to achieve this overall objectives, 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 align with capital structure requirements. Breaches in meeting financial covenants would permit the bank to immediately call all loans and borrowings.
There have been no material breaches in the financial covenants of any interest - bearing loans and borrowings for all the period presented.
No changes were made in the objective, policies or processes for managing capital during the years ended 31 March 2026 and 31 March 2025.
41. Other regulatory information
41.1 Title deeds of Immovable Properties held in name of the Company
Title deeds of all immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.
41.2 Details of benami property held
No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
41.4 Wilful defaulter
The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.
41.5 Relationship with struck off companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956
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.
41.6 Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
41.7 Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with Companies (Restriction on Number of Layers) Rules, 2017.
41.8 Undisclosed income
The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in tax assessments under the Income-tax Act, 1961.
41.9 Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous years.
41.10 Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact in the current or previous financial years.
41. Other regulatory information (Contd..)
41.11 Utilisation of borrowed funds and share premium
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:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
41.12Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks have been applied for the purposes for which such borrowings were taken.
43. Transfer pricing
The Finance Act 2001 has introduced, with effect from assessment year 2002-03 (effective April 1, 2001) detailed Transfer Pricing regulations for computing the income from 'International Transactions' between 'associated enterprises' on an 'arm's length basis. Transfer pricing provisions were extended to Specified Domestic Transactions (SDTs) in India through the Finance Act, 2012, and became applicable from Assessment Year (AY) 2013-14 onwards.
These regulations, inter alia, also require the maintenance of prescribed documents and information including furnishing a report from an accountant within the due date of filing of the Return of Income.
For the fiscal year ended 31 March 2025, the Company had undertaken a study to comply with the regulations for which the prescribed certificate of the Accountant has been obtained and that did not envisage any tax liability.
For the fiscal year ended 31 March 2026, the Company will take necessary steps including conducting a study for International Transactions and SDTs and also obtain the prescribed certificate of the accountant as required by regulations.
44. Audit trail and Back up
Audit Trail: The Company has used an accounting software for maintaining its books of account (managed and maintained by a third- party software service provider) which has feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software except that we are unable to asses on audit trail at database level due to inadequate coverage in the Independent Service Auditor's System and Organisation Control report (""SOC report""). Further, except for above, audit trail feature has operated throughout the year for all relevant transactions recorded in the accounting software. There is no instance of audit trail feature being tampered with except for above. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in respective years.
The Company has used payroll management software for maintaining its books of accounts, which is managed and maintained by a third-party software service provider. However, in absence of SOC report, we are unable to asses whether the same has operated throughout the year for all relevant transactions recorded in the software or whether there is any instance of audit trail feature being tampered with. Additionally, we are unable to asses whether the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention.
Back up: The Company maintains its books of account in electronic mode. Based on the information and explanations provided, the management represents that, except for the matters stated below, proper books of account as required by applicable laws have been maintained.
In respect of the payroll application, in the absence of the Independent Service Auditor's System and Organisation Control report (“SOC report”), the Company is unable to asses whether the back-up of books of account and other books and papers maintained in electronic mode have been kept on servers physically located in India on a daily basis.
Further, in respect of one of the other accounting applications, in the absence of adequate coverage in the SOC report, the Company is unable to asses whether the back-up of books of account and other books and papers maintained in electronic mode have been maintained on a daily basis, as required under applicable rules.
45. Initial Public Offer (IPO)
The Company has completed its Initial Public Offering (IPO) comprising a fresh issuance of 9,87,95,483 equity shares with a face value of INR 2/- each and Offer for Sale of 3,48,45,069 equity shares of face value of INR 2/- each. These shares were offered at an issue price of INR 217/- per equity share. The Company raised a total of INR 2,90,000 Lakhs (including INR 2,14,386.20 Lakhs with respect to fresh issuance of equity shares) and the Company's equity shares were subsequently listed on the BSE Limited and National Stock Exchange of India Limited with effect from 18 November 2025.
The Company has estimated IPO-related expenses amounting to INR 11,047.08 Lakhs, inclusive of taxes (Company's share: INR 8,385.74 Lakhs; promoter's share: INR 2,661.34 Lakhs). During the year, the Company has utilised INR 10,718.20 Lakhs (Company's share: INR 8,116.19 Lakhs; promoter's share: INR 2,602.01 Lakhs) towards IPO-related expenses and INR 328.88 Lakhs (Company's share:INR 269.55 Lakhs; promoter's share: INR 59.33 Lakhs) remains unutilised as on reporting date. During the year, the Company has received INR 2,06,000.00 Lakhs (net of the Company's share of IPO expenses). The utilisation of net IPO proceeds is summarised below:
48. Events after the reporting period
No events have occurred subsequent to the reporting date up to the date of approval of these Standalone Financial Statements that would require any adjustment, or disclosure in, the Standalone Financial Statements except of disclosed in Note no. 46.
49. Figures of previous year have been regrouped, wherever necessary.
Out of the estimated IPO-related expenses of INR 8,385.74 Lakhs (net of taxes amounting to INR 7,373.82 Lakhs), expenses amounting to INR 6,442.10 Lakhs (net of taxes) have been adjusted against Securities premium, INR 703.29 Lakhs (net of taxes) have been charged to the Standalone Statement of Profit and Loss during the year. The balance remains unutilised as at the reporting date.
46. Dividend:
Dividends declared by the Company are based on the profit available for distribution. On 28 April 2026, the Board of Directors of the Company have proposed a final dividend of 1.00 per equity share in respect of the year ended 31 March 2026 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in cash outflow of approximately INR 6,923.45 Lakhs.
47. Impact of New Labour Code:
On 21 November 2025, the Government of India notified the four new Labour Codes namely 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. Provisions of the previous labour Acts and their rules, notifications, etc. continue to remain in force till final notification of new Rules, etc. under the Code, to the extent these are in line with the Codes.
In accordance with Ind AS 19 - Employee benefits, changes to employee benefit plans arising from legislative amendments are treated as plan amendments, requiring immediate recognition of past service cost in the Standalone Statement of Profit and Loss. This approach is consistent with the guidance issued by the lnstitute of Chartered Accountants of India.
The Company has estimated and recognized the impact of implementation of the New Labour Codes under Employee benefits expense for the year ended 31 March 2026. The impact of the same is not material for the company.
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