(xx) Provisions
A provision is recognised when an enterprise has
a present obligation as a result of past event; it
is probable that an outflow of resources will be
required to settle the obligation, in respect of which
a reliable estimate can be made.
I f the effect of 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.
(xxi) Contingent liabilities and contingent assets
Contingent liability is disclosed in case of:
(i) a possible obligation arising from past events
and whose existence will be confirmed only
by the occurrence or non-occurrence of one
or more uncertain future events not wholly
within the control of the entity; or
(ii) a present obligation arising from past
events where:
• it is not probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation; or
• the amount of the obligation cannot be measured
with sufficient reliability.
Contingent assets are disclosed where an inflow of
economic benefits is probable.
Provisions, contingent liabilities and contingent
assets are reviewed at each Balance Sheet date.
(xxii) Earnings Per Share
Basic Earnings per share is calculated by dividing
the net profit or loss before OCI for the year by
the weighted average number of equity shares
outstanding during the year. Partly paid equity
shares are treated as a fraction of an equity share
to the extent that they are entitled to participate in
dividends relative to a fully paid equity share during
the reporting period.
For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable
to equity shareholders and the weighted average
number of shares outstanding during the year are
adjusted for the effects of all dilutive potential
equity shares.
(xxiii) Accounting for Interests in Joint Operations
As per Ind AS 111 - Joint Arrangements, investment
in Joint Arrangement is classified as either Joint
Operation or Joint Venture. The classification
depends on the contractual rights and obligations
of each investor rather than legal structure of
the Joint Arrangement. In case of Interests in
joint operations, the Company as a joint operator
recognises in relation to its interest in a joint
operation, its share in the assets/liabilities held/
incurred jointly with the other parties of the joint
arrangement. Revenue is recognised for its share
of revenue from the sale of output by the joint
operation. Expenses are recognised for its share
of expenses incurred jointly with other parties as
part of the joint arrangement.
(xxiv) Cash Flow Statement
Cash flows are reported using indirect method as
set out in Ind AS -7 “Statement of Cash Flows”,
whereby profit / (loss) before tax is adjusted for the
effects of transactions of non-cash nature and any
deferrals or accruals of past or future cash receipts
or payments. The cash flows from operating,
investing and financing activities of the Company
are segregated based on the available information.
(xxv) Inventories
Inventories are valued after providing for
obsolescence, as under:
Raw materials, components, construction materials,
stores, spares and loose tools at lower of weighted
average cost or net of realisable value. However,
these items are considered to be realisable at
cost if the finished products in which they will be
used, are expected to be sold at or above cost.
Assessment of net realisable value is made at each
reporting period end and when the circumstances
that previously caused inventories to be written-
down below cost no longer exist or when there is
clear evidence of an increase in net realisable value
because of changed economic circumstances, the
write-down, if any, in the past period is reversed to
the extent of the original amount written-down so
that the resultant carrying amount is the lower of
the cost and the revised net realisable value.
(xxvi) Exceptional Items
An item of income or expense which by its size,
type or incidence requires disclosure in order to
improve an understanding of the performance of
the Company is treated as an exceptional item and
disclosed as such in the financial statements.
(xxvii) Commitments
Commitments are future liabilities for contractual
expenditure, classified and disclosed as follows:
(i) estimated amount of contracts remaining
to be executed on capital account and not
provided for;
(ii) uncalled liability on shares and other
investments partly paid;
(iii) funding related commitment to subsidiary,
associate and joint venture companies; and
(iv) other non-cancellable commitments, if any,
to the extent they are considered material
and relevant in the opinion of management.
6.1 An application for initiation of Corporate Insolvency Resolution Process (‘CIRP'), under Section 7 of the Insolvency and Bankruptcy
Code, 2016 has been admitted against Luni Power Company Pvt. Ltd. (‘Luni'), a subsidiary of the Company, on December 23, 2019
by the Hon'ble NCLT, Chandigarh Bench has already been resolved and the same has been transferred to the Resolution Applicant
vide NCLT Order dated 19.04.2022 in respect of IA No.134/2021.Since the entire investment value had already been impaired in the
books of accounts, no financial impact is there in the current financial year 2023-24.
6.2 On Pledge of Investments as held by SPML Infra Ltd. in other Group Companies:
Investments of SPML Infra Ltd. i.e. 19,99,99,700 Equity Shares in SPML Utilities Limited (Subsidiary); 9,999 Equity Shares in Bhagalpur
Electricity Distribution Company Private Limited (Subsidiary); 29,48,340 Equity Shares in Binwa Power Company Private Limited
(Associate); 2,92,500 Equity Shares in Delhi Waste Management Limited (Related Party); 2,24,700 Equity Shares in SPML Bhiwandi
Water Supply Infra Limited (Associates); 2,49,700 Equity Shares in SPML Bhiwandi Water Supply Management Limited (Associates);
58,78,000 Equity Shares in Madurai Municipal Waste Processing Company Pvt. Ltd (Associates) are pledged as on the 31-03-2025
in favour of the SBICAP Trustee Company Ltd. on behalf of NARCL for securing the due repayment of the Debts as per requirement of
terms of sanction mentioned in the MRA executed on 17-05-2024.
b. During the year ended 31st March, 2025, the following equity shares have been issued and allotted by the Company: (i) 75,00,272
equity shares of face value of ' 2/-each have been allotted on a preferential basis at a price of ' 118.56 including premium of
' 116.56 per share against a portion of unsustainable debt of NARCL amounting to ' . 8,892.32 lakhs, (ii) loans of ' 1,500.00
lakhs were received by the Company from certain Promoter/Promoter Group entities and certain unsecured creditors under Non¬
Promoter category, against which 12,65,182 equity shares of face value of ' 2/-each have been allotted on a preferential basis at
a price of ' 118.56 including premium of ' 116.56 per share, by conversion of the said loans existing as on 31st March, 2024, .
iii) 12,65,182 equity shares of face value of ' 2/-each have been allotted on a preferential basis at a price of ' 118.56 including
premium of ' 116.56 per share to Promoter/Promoter Group entities against cash consideration; (iv) 3,38,545 equity shares
with face value of ' 2/- each have been allotted at the exercise price of ' 31.20 per share including premium of ' 29.20 per share
to employees of the Company pursuant to ESOP Scheme aggregating to ' 105.63 lakhs; (v) 6,293,528 Equity Shares of face
value of ' 2/- each at an issue price of ' 215/- per equity share (including a premium of ' 213/- per equity share), aggregating
to ' 13,531 lakhs to Promoters / Promoter group and Non-promoter for Cash Consideration; (vi) 2,468,289 Equity Shares of face
value of ' 2/- each at an issue price of ' 215/- per equity share (including a premium of ' 213/- per equity share), aggregating
to ' 5,307 lakhs on a preferential basis, to Promoters / Promoter group and Non-promoter including NARCL (18,87,906 Equity
Shares) by conversion of existing loan;
c. During the year ended 31st March, 2025, the following warrants have been issued and allotted by the Company: (i) loans of
' 3,487.50 lakhs were received by the Company from certain unsecured creditors under Non-Promoter category, against which
29,41,548 Warrants have been allotted on a preferential basis at a price of ' 118.56 per Warrant, by conversion of the said
loans existing as on 31st March, 2024; (ii) 42,17,274 Warrants have been allotted on a preferential basis at a price of ' 118.56
per Warrant to Promoter/Promoter Group entities against cash consideration; Each Warrant shall be converted into one equity
share of the Company at ' 118.56 including premium of ' 116.56 per share, within 18 months from the date of allotment as
per the SEBI (ICDR) Regulations, 2018 (iii) 7,314,844 Warrants have been allotted on a preferential basis at a price of ' 215 per
warrant to Promoters / Promoter group and Non- promoter, aggregating to ' 15,727 lakhs each Warrant. Each Warrant shall be
converted into one equity share of the Company at ' 215 including premium of ' 213 per share, within 18 months from the date
of allotment as per the SEBI (ICDR) Regulations, 2018.
d. During the year ended 31st March, 2025, part of the warrants allotted during the year ended to promoter and non-promoter has
been converted into 33,91,391 equity shares at a face value of ' 2/- each each at an issue price of ' 118.56/- per equity share
(including a premium of ' 116.56/- per equity share) aggregating to ' 4,020.83 lakhs. Each warrant has been converted into
equal number of equity share.
e. Terms and rights attached to Equity Shares:
The Company has only one class of equity shares having par value of ' 2/- per share. Each holder of equity shares is entitled
one vote per share. The Company declares and pays dividends in Indian Rupees. In the event of liquidation of the Company,
the holders of the 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.
Option 1: Payment of ' 96,700.00 lakhs within 10 years from the effective date, or
Option 2: Early repayment of ' 70,000.00 lakhs within 8 years from the effective date.
The effective date for the restructuring has been designated as 29th August, 2023 i.e. the date of the Assignment by the erstwhile
lenders. The Company has opted for Option 2 and has accordingly reflected the impact of the restructuring in its books of accounts
ended March'24. A significant portion of this repayment is expected to be met through the realisation of existing arbitration awards
and ongoing claims, which the Company anticipates will materialise over the repayment period.
Given the realized proceeds and future visibility of realization of arbitration awards, ongoing improvements in operational performance
and emerging growth opportunities, the Company is confident of meeting the repayment obligation of ' 70,000.00 lakhs within the
8-year timeline. Upon successful repayment of this amount along with any other dues under the MRA. This will result in extinguishment
of unsustainable debt to the tune of ' 60,107.68 lakhs, without requiring any payment.
As of 31st March 2025, the Company has already repaid a cumulative amount of ' 29,082.88 lakhs to NARCL, largely funded through
proceeds from the Vivad Se Vishwas (VSV) Scheme and the sale of specified assets. This repayment exceeds the scheduled commitment
of '26,700.00 lakhs under the resolution plan by ' 2,382.88 lakhs.
Further, a gain of ' 26,700.00 lakhs, representing the difference between Option 1 and Option 2 repayment amounts, has been
recognised as “Deferred Income” as at 31st March 2024. This income will be recognised in the Statement of Profit and Loss over the
repayment period, in accordance with the applicable accounting standards. The Company during the year has recognised ' 3676.01
lakhs as disclosed in Note 23 due to IND AS adjustment of proportionate unwinding of gain on account of adoption of early repayment
option under the Master Restructuring Agreement executed with NARCL dated 17th May, 2024(‘MRA')The fair value of sustainable
debt, initially recorded at ' 47,912.08 lakhs, has been reduced to ' 25,854.39 lakhs as of 31st March 2025, following partial
repayments post-restructuring. An amount of ' 400.00 lakhs has been reclassified to current maturities of long-term debt under Note
20, representing repayments due on or before 31st March 2026. Finance Costs includes ' 3528.19 lakhs for the year ended 31st
March, 2025 relating to IND AS adjustment towards proportionate unwinding arising out of difference between transaction price and
fair value of sustainable debt recognized in the books of accounts by the Company as on 31st March, 2024, pursuant to the MRA.
16.2 Security for Term Loans and Zero Coupon Non-Convertible Debentures (NCDs)
The Sustainable and Unsustainable Debts referred to in Note 16.1 are secured by:
Existing securities charged in favour of the Security Trustee, acting on behalf of the NARCL, and
Additional securities created in favour of NARCL, including:
1. First-ranking charge by way of hypothecation over all current and non-current assets of the Company (present and future);
2. Exclusive mortgage of two immovable properties located in Sarita Vihar, New Delhi, owned by relatives of the Promoters;
3. Pledge of equity shares held by the Promoters/relatives/associates representing 13.50% of the total paid-up equity capital of
the Company;-How this percentage is arrived?
4. Pledge of shares held by the Company in its associate and subsidiary companies;
5. First-ranking hypothecation charge over all present and future receivables, including arbitration awards and claims;
6. First charge on all current and future assets related to the BESS project; and
7. Undertakings by the Promoters.The debt obligations are additionally secured by personal guarantees from certain Directors or
their relatives, to the extent of the value of the mortgaged properties, and a corporate guarantee from a related group company.
16.3 Repayment Terms of Term Loans (Sustainable Debt)
As noted earlier, the Company has opted for the early repayment option of ' 70,000.00 lakhs within 8 years from the effective date,
based on substantial repayments already made, expected recoveries from arbitration awards and positive outlook for business growth.
However, in the unlikely event of default, wherein the Company is unable to repay the amount within the maximum period of 10 years,
the entire outstanding dues, amounting to ' 2,60,451.65 lakhs as on the cut-off date of 31st January 2024, shall become immediately
due and payable. This comprises of principal outstanding debt of ' 1,65,700.00 lakhs and unpaid interest of ' 94,751.65 lakhs,
totalling to ' 2,60,451.65 lakhs, has been bifurcated as sustainable debt of ' 96,700 lakhs and unsustainable debt of ' 1,63,751.65
lakhs, the unsustainable debt being further bifurcated into ' 69,000 lacs towards principal and ' 94,751.65 lacs towards unpaid
interest .
16.4 Repayment Terms of Zero Coupon Non-Convertible Debentures (Unsustainable Debt)
The Zero Coupon Non-Convertible Debentures (NCDs) were issued initially against a portion of unsustainable debt as per terms of
restructuring mentioned in MRA during financial year 2023-24. The NCDs as on 31st March, 2025 represent the portion of the debt
designated for redemption into equity shares to facilitate NARCLs stakeholding percentage in equity share capital, as per terms of
the MRA.
Key terms related to these instruments are as follows:
Any portion of these NCDs that remains unutilised or in shortfall (i.e., not adjusted towards issuance of equity shares) will be written
back upon the Company's full repayment of the Rs.70,000.00 lakhs sustainable debt under the selected repayment option in terms
of MRA
In the unlikely event that the value of equity shares issued exceeds the value of the NCDs, the difference will be adjusted against the
existing Deferred Income Liability arising out of gain on account of adoption of early repayment option under the Master Restructuring
Agreement executed with NARCL dated 17th May, 2024(‘MRA').
The Company has retained NCD worth of Rs. 6,926.82 lakhs for redemption into equity shares, if required, to maintain NARCL's holding
of 12.50% of the paid up equity share capital at any point of time till the payment of the sustainable debt as required in MRA. These
NCDs or the reduced balance thereof after partial redemption, will be fully extinguished upon completion of the Company's repayment
obligations, as stipulated under the MRA
16.5 Loans to Related Party
Loans from Related Parties and Bodies Corporates carry interest @8.60%- 18.00% and are repayable within a maximum period of
10 years.
16.6 Borrowing Note on FDR backed Short Term Loan:
During the year ended 31st March 2025, the Company availed short-term loans from Indian Overseas Bank by pledging its available
free Fixed Deposit Receipts (FDR) as security. These loans were sanctioned up to 90% of the value of the respective FDRs and carried
an interest rate of 1% above the applicable FDR interest rate.
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary
over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate Risk: The plan exposes the Company to the risk off all in interest rates. A fall in interest rates will result in an
increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown
in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity pay outs. This may arise due to non¬
availability of enough cash/cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate
of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase
in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended
from time to time). There is a risk of change in regulations requiring higher gratuity payouts.
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the
Company to market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
NOTE 33: SHARE BASED PAYMENT
The ESOP 2021 has been approved by the shareholders of the company on March 25, 2021 for grant aggregating 1,950,698 Employees
stock options of the company. The Scheme shall be called 'Employee Stock Option Plan 2021' (ESOP 2021). The following are the
salient details of the ESOP 2021.
a) The ESOP 2021 is designed to provide equity-based compensation to the employees and directors of the Company. It aims to
align the interests of the employees with those of the Company by allowing them to share in the wealth they help to create.
b) Only employees (including directors) of the Company are eligible to receive stock options under the ESOP 2021. The specific eligibility
criteria and selection of employees for the grant of options are determined by the Nomination and Remuneration Committee.
c) Options granted under the ESOP 2021 have a vesting period ranging from a minimum of one year to a maximum of five years
from the date of grant.
(b) Financial instruments at amortised cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are
a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.
(c) During the year there has been no transfer from one level to another.
NOTE 37: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's principal financial liabilities, comprise of Borrowings and Trade Payables. The main purpose of these financial liabilities
is to finance the Company's working capital requirements. The Company has various financial assets such as Trade Receivables, Loans,
Investments, Short-term Deposits and Cash & Cash Equivalents which arise directly from its operations.
"The Company is exposed to market risk, credit risk and liquidity risk. The Company's Board of Directors oversees the management of
these risks and advises on financial risks and the appropriate financial risk governance framework for the Company. The Company's
Board of Directors assures that the Company's financial risk activities are governed by appropriate policies and procedures
and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below."
The Board of Directors reviews and agrees policies for managing each risks, which are summarized below:
A. Credit Risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company.
The Company's exposure to credit risk is influenced mainly by Cash and Cash Equivalents, Trade Receivables and financial assets
measured at Amortised Cost.
The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit
risk controls. Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and
diversifying bank deposits. Other financial assets measured at amortized cost includes Security deposits, Loans given and others.
Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at
the same time internal control system in place ensure the amounts are within defined limits.
NOTE 38: CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued Equity Capital, Share Premium and all Other Equity
Reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise
the shareholder value.
The Company's objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in
order to support its business and provide adequate return to shareholders through continuing growth and maximise the shareholders
value . The Company's overall strategy remains unchanged from previous year.The Company sets the amount of capital required
on the basis of annual business and long-term operating plans which include capital and other strategic investments. The funding
requirements are met through a mixture of equity ,internal fund generation and borrowed funds. The Company's policy is to use short
term and longterm borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the Net Debt
to Equity Ratio. The Company is not subject to any externally imposed capital requirements. Net debt are long term and short term
debts as reduced by Cash and Cash Equivalents (including restricted Cash and Cash Equivalents). Equity comprises share capital and
free reserves (total reserves excluding OCI). The following table summarizes the capital of the Company:
NOTE 48: SEGMENT REPORTING
The Company is operating in a single segment viz. EPC in accordance with IND AS -108 "Operating Segments"notified pursuant to
Companies (Indian Accounting Standards) Rules, 2015 , (as amended). The Company is primarily operating in India which is considered
as single geographical segment.
NOTE 49:
During the quarter ended 31st March 2025, the Board approved the phased development of a 5 GW Battery Energy Storage System
(BESS) facility. The Company has entered into an exclusive agreement with Energy Vault, USA (NYSE: NRGV)—a global leader in
sustainable energy storage solutions, for Energy Vault's advanced B-VAULT BESS technology and Vault OS Energy Management System
(EMS) software, for the localized production and development of the country's green energy sector and enhancIng India's energy
infrastructure to improve grid stability and support the seamless integration of renewable energy.
NOTE 50:
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or
disclosed as income during the reporting period 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). Further, there is no previously unrecorded income and related assets that
have been recorded in the books of account during the reporting period.
NOTE 51:
The Company does not have any benami property, where any proceedings have been initiated or pending against the company for
holding any benami property under Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made there under.
NOTE 52:
The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
NOTE 53:
There has not been any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956.
NOTE 54:
The Company has not traded or invested in crypto currency or virtual currency during the reporting period.
NOTE 55:
The Company during the current year has not made any Loans or Advances in the nature of loans granted to promoters, directors,
KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.
NOTE 56:
Previous year's figures have been regrouped/rearranged wherever considered necessary to confirm to the figures presented in the
current year.
Signatories to Notes 1 to 56
As per report attached of even date
For Maheshwari & Associates For and on behalf of Board of Directors of
Chartered Accountants SPML Infra Limited
Firm's Registration No. : 311008E
CA. Ambika Singh Subhash Chand Sethi Sushil Kr. Sethi
Partner Chairman Director
Membership No - 060869 DIN: 00464390 DIN: 00062927
Place: Kolkata Manoj Kumar Digga Swati Agarwal
Date: May 29, 2025 Chief Financial Officer Company Secretary
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