Notes to Accounts of Zodiac Energy Ltd.

Mar 31, 2025

2.12 Provisions, Contingent Liabilities and Contingent Assets:-

This accounting policy is formulated in accordance with the principles laid down
under Indian Accounting Standard (Ind AS) 37 - Provisions, Contingent Liabilities and
Contingent Assets.

Provisions

Provisions are recognised when the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a
provision is presented in the statement of profit and loss.

foreign currencies are retranslated at the rates prevailing at that date. Non monetary
items carried at fair value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign currency are translated
using exchange rate at the dates of initial recognition

According to Appendix B of Ind AS 21 "Foreign currency transactions and advance
consideration", purchase or sale transactions must be translated at the exchange rate
prevailing on the date the asset or liability is initially recognised. In practice, this is
usually the date on which the advance payment is paid or received. In the case of
multiple advances, the exchange rate must be determined for each payment and
collection transaction

Exchange differences on monetary items are recognised in statement of profit and loss.

2.17 Cash Flow Statement:-

Cash flows are reported using indirect method whereby profit for the period is
adjusted for the effects of the transactions of non-cash nature, any deferrals or
accruals of past or future operating cash receipts and payments and items of income
or expenses associated with investing and financing cash flows. The cash flows from
operating, investing and financing activities of the Company are segregated.

2.18 Events after reporting date:-

Where events occurring after the Balance Sheet date provide evidence of conditions
that existed at the end of the reporting period, the impact of such events is adjusted
within the financial statements. Otherwise, events after the Balance Sheet date of
material size or nature are only disclosed.

2.19 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. For the year ended March 31, 2025, MCA has not notified any
new standards or amendments to the existing standards applicable to the Company.

2.20 Expected credit loss

The Company applies the Expected Credit Loss model as prescribed under Ind AS
109 - Financial Instruments for the recognition and measurement of impairment on
financial assets measured at amortized cost or at fair value through other
comprehensive income (FVOCI). These financial assets primarily include trade
receivables. The ECL is estimated using a provision matrix that is based on the
Company''s historical credit loss experience, adjusted for current conditions and
forward-looking information such as customer risk profiles, economic trends, and
industry outlook. Receivables are grouped into homogeneous segments and
different ECL rates are applied depending on the number of days past due.

Changes in the expected credit loss allowance are recognized in the Statement of
Profit and Loss ( Refer note 10)

2.21 Segment Reporting

In accordance with Ind AS 108 - Operating Segments, the Company is required to
disclose segment information based on the internal financial reporting provided to
the chief operating decision maker (CODM). However, the Company operates in a
single segment, primarily engaged in the generation of electricity through its solar
power plants. The management does not assess performance or allocate resources
on a segmental basis. Therefore, segment reporting is not applicable, and no
segmental information is disclosed in these financial statements.( Refer note 40)

2.22 Share-Based Payments

The Company has formulated Employee Stock Option Plans (ESOPs) which are equity-
settled share-based payment schemes. The Company measures the cost of equity-
settled transactions with employees based on the fair value of the options at the
grant date, in accordance with the requirements of Ind AS 102 - Share-based
Payment. The fair value is determined using the Black-Scholes valuation model or any
other appropriate method, and is recognized as an employee compensation expense
on a straight-line basis over the vesting period, based on the Company''s estimate of
the number of equity instruments that will ultimately vest. At each reporting date,
the Company revises its estimate of the number of options expected to vest and
recognizes the impact of the revision of original estimates, if any, in the Statement of
Profit and Loss, with a corresponding adjustment to equity under the "Share-Based
Payment Reserve."( Refer note : 39)

Rights, preferences and restrictions:

i. The Company has only one class of equity shares referred to as equity shares having a par value of Rs. 10. Each holder of equity share
is entitled to one vote per share.

ii. Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.

iii. In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the
company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be
in proportion to the number of equity shares held by the shareholders.

iv. During the financial year ended 31st March 2025, the Company has issued 4,35,700 equity shares of face value ?10 each at a premium
of ?678.50 per share, aggregating to ?2,999.79 lakhs through a Qualified Institutional Placement (QIP). The shares were allotted
pursuant to the provisions of Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Section 42 of
the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

As of March 31, 2025, the entire amount of ^2,999.79 lakhs raised through the Qualified Institutional Placement (QIP) has been fully
utilized towards the objectives stated in the Placement Document. The utilization includes ?2,266.77 lakhs for solar power projects
under the PM Kusum Scheme, ?518.02 lakhs for other corporate purposes, and ?215 lakhs towards issue-related expenses. There are no
unutilized proceeds remaining as on the reporting date.

v. During the financial year ended March 31, 2025, the Company allotted 27,000 equity shares of face value ?10 each, pursuant to the
exercise of options under the Zodiac Energy Limited Employee Stock Option Plan - 1 by eligible employees. These shares were issued
as fully paid-up at the exercise price in accordance with the terms of the ESOP scheme approved by the shareholders. The allotment
resulted in an increase in the Company''s paid-up share capital by ?2.70 Lakhs. The related share premium, if any, has been
appropriately accounted for under securities premium.

For details of shares reserved under the ESOP of the Company refer to note no 39.

16.1 - State Bank of India - Total Sanctioned Limit - Rs. 8,562 Lakhs (Modified Charge):

The loan is secured by hypothecation of stock and receivables, including those related to MSPVL and MSEL, and plant and machinery acquired
for eight solar projects. Collateral security includes mortgage over immovable property located at Survey Nos. 359 & 360, Kheda, Gujarat, which
are in the name of Mr. Kunjbihari Shah lien on bank deposits, and pledge of equity shares amounting to Rs 852 Lakhs held by the promoter Mr.
Kunjbihari Shah.

Pledge of FDR of Rs.93.5 Lakhs for MSVPL with Bank''s Lien noted thereon.

Pledge of FDR of Rs.222 Lakhs for MSEL with Bank''s Lien noted thereon.

The personal Guarantor''s includes Directors named Mr. Kunjbihari Jugalkishor Shah and Mrs Parul Shah.

16.2 - Bank of Baroda - Total Sanctioned Limit - Rs. 3,645 Lakhs:

This borrowing is secured by hypothecation of receivables and movable assets. Collateral includes leasehold rights on lands situated at:

a) Vankaner, District Arvalli (Khata No.. 218 - 18.04 Acre)

b) Golavada, District Sabarkantha (Khata No.. 161 - 16.00 Acre)

c) Alampura, District Arvalli (Khata No. 23 - 5.50 Acre)

d) Didhiya, District Khedbrahma ( Khata No.155,158- 7.83 Acre)

It is further secured by a 20% cash margin on BG limits, assignment of power purchase agreements, and pledge of 10.50 Lakhs equity shares by
Mr. Kunjbihari Shah.

Pledge of FDR of Rs.250 Lakhs with Bank''s Lien noted thereon.

A second charge, ranking pari passu with Axis Bank, has been created on the assets given as collateral to Axis Bank as detailed in point no. 3,
excluding the FDR pledge with Axis Bank. Additionally, the charge extends to the entire fixed assets (both present and future), including project
assets, and the entire current assets (both present and future), including stock and book debts of the company.

16.3 - Axis Bank - Total Sanctioned Limit - Rs. 6,607 Lakhs:

The credit facilities are secured by an extension of charge over current assets of the Company, including present and future stock and book debts. A
first pari passu charge is also created over specified collateral securities shared with Bank of Baroda, except FDR''s Pledged with Axis bank Such
Securites include :

a) Residential property situated at Flat no. A 101, Devraj, Judges Bungalow Road, Bodakdev, Ahmedabad owned by Mrs Parul Shah and Mrs Aruna
Shah.

b) Commercial property Office No.1204 12th Floor, Tower A Siddhi Vinayak Towers, Makarba ,Ahmedabad Owned by Mr. Kunjbihari Jugalkishor
Shah.

c) Residential property sitvated at Bungalow No. 6 Aaryaman Residency, near kalhar Bungalow,Shilaj Ahmedabad- 380059 Owned by Mrs. Parul
Kunjbihari Shah and Mr.Kunjbihari Jugalkishor Shah.

d) Commercial property Shop No. UG-4 UG-5, UG-6 Ground Floor "Parivrudh Co. OP. Housing Society Pvt Ltd", Milestone Building. Drive In Rd,
Nilmani Society, Memnagar Ahmedabad, Gujarat 380059 Owned by Mr. Kunjbihari Jugalkishor Shah.

e) Open industrial Plot. Sheet No. NA 99 City Survey No NA 363, City Survey word Pingloj City Survey Office Kheda Gujarat. Owner: Mr. Kunjbihari
Jugalkishor Shah.

f) Open industiial City Survey No NA 364, City Survey Word Pinglaj City Survey Office Kheda Gujarat Owned by Mr. Kunjbihari Jugalkishor Shah.

g) Open industrial plot City survey No NA 365, City Survey Word Pinglaj City Survey Office Kheda Gujarat, Owned by
Mr. Kunjbihari Jugalkishor Shah.

Liquid Collaterals and Cash Margin Pledged by Bank includes :

Pledge of FDR of Rs.275 Lakhs with Bank''s Lien noted thereon.

Pledge of FDR of Rs.351 Lakhs with Bank''s Lien noted thereon.

Pledge of FDR equialent to 15% of limit with Bank''s Lien noted thereon
The personal Guarantor''s includes Directors named Mr. Kunjbihari Jugalkishor Shah, Mrs Parul Shah and Mrs Aruna Shah.

21.1 Buyer''s credit - acceptances (secured)

The Company has been sanctioned Buyer''s Credit facilities from Axis Bank, State Bank of India (SBI), and Ratnaafin Capital to meet its
short-term trade financing requirements. These facilities are denominated in USD and are utilized to settle import and domestic
liabilities through Letters of Credit.The facility from SBI is availed at an interest rate of LIBOR 1.25%, also repayable within 180
days.The facility from Ratnaafin Capital is structured under a Purchase Invoice Discounting mechanism, with an interest rate of LIBOR
2.00% and a tenure of 360 days.These facilities are classified under current liabilities in the financial statements. The related foreign
currency risk is monitored and managed by the Company in accordance with its risk management policies.

The Company has been sanctioned a secured Working Capital Demand Loan facility amounting to Rs 6.25 crores shared between
Capsave Finance Private Limited (Rs 5.00 crores) and Ratnaafin (Rs 1.25 crore) classified under short-term borrowings. The facility is
structured as a Product Purchase Finance arrangement and is specifically intended for procurement of materials from suppliers.
Disbursements are made in tranches, each with a repayment tenor of up to 120 days, and interest is charged at 12% per annum,
collected upfront at the time of disbursement. The facility is secured by a 15% cash collateral in the form of a non-interest-bearing
security deposit, NACH mandates, post-dated cheques, and personal guarantees from the directors. The loan is repayable within the
respective tranche periods and is to be utilized exclusively for working capital needs related to material procurement. It is not to be
used for investments, inter-corporate lending, or the purchase of immovable property.

21.2 Working Capital Loan from Bank

The Company has availed a Cash Credit facility from Axis Bank amounting to Rs.35.55 Crores, which has been structured with a
defined repayment schedule. The loan carries an interest rate of EBLR applicable spread (effective rate ~9.35% p.a.), repayable over a
tenure of 12 months. The facility is secured against hypothecation of stock and receivables, and is further backed by personal guarantees
of Directors named Mr. Kunjbihari Jugalkishor Shah, Mrs Parul Shah and Mrs Aruna Shah.

Note:31.3
Risk To Plan

Following are the risk to which the plan exposes the entity :

A) Actuarial Risk

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a
rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid
earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain
depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be
paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B) Investment Risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments
backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in

the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C) Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees
resign / retire from the company there can be strain on the cash flows.

D) Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a
material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined
Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the
valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E) Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The
government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect
the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is
effective.

Note: 35

Financial Risk Management:

The Company''s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company''s
financial assets comprise mainly of trade receivables, cash and cash equivalents and other financial assets.

The Company''s business activities are exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk.

The Company''s senior management has the overall responsibility for establishing and governing the Company''s risk management
framework who are responsible for developing and monitoring the Company''s risk management policies. The Company''s risk
management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits
and controls, periodically review the changes in market

conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of
directors of the Company. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the
results of which are reported to the Board of directors.

Market Risk

The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. The company does not have any
investment in securities, hence it is not exposed to any price risk.

Foreign currency risk:

The Company imports various material in foreign currencies. At the end of the year company has liability for import of material,
repayments are made in foreign currencies and thus it is exposed to exchange rate fluctuations. The company''s exposure to foreign
currency risk at the end of the reporting period expressed as follows:

Interest rate risk:

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Interest risk arises to the Company mainly from borrowings with variable rates. The Company measures risk through
sensitivity analysis. The banks are now finance at variable rate only, which is the inherent business risk.

Note: 36.1
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 objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per
requirements. The Company generates cash flows from operations to meet its financial obligations, maintains adequate liquid assets in
the form of cash and cash equivalents and has undrawn short term line of credits from banks to ensure necessary liquidity. The
Company closely monitors its liquidity position and deploys a robust cash management system.

Note: 39

Employee Stock Option Plan (ESOP)

1. The shareholders of the Company, vide special resolution passed through postal ballot on March 16, 2023, approved the "Zodiac Energy Limited Employee Stock Option Plan - 2023"
("ESOP 2023" or "Plan"), authorizing the Nomination and Remuneration Committee ("the Committee") to grant up to 2,92,670 (Two Lakhs Ninety-Two Thousand Six Hundred Seventy)

employee stock options in one or more tranches to eligible employees, which shall be exercisable into an equivalent number of equity shares of the Company.

2. Pursuant to the above approval and in-principle approval received from NSE and BSE dated March 29, 2023, the Committee has granted options as follows:

i) Grant 1 (FY 2022-23): On May 22, 2023, the Committee approved the grant of 1,76,000 (One Lakh Seventy-Six Thousand) stock options to eligible employees at an exercise price of H0

per option. Each option, upon vesting and exercise, entitles the holder to one fully paid-up equity share of face value H0 each. These options shall vest in the following manner:

20% on May 22, 2024

20% on May 22, 2025
25% on May 22, 2026
35% on May 22, 2027

The options are exercisable within 30 days from the respective vesting dates.

ii) Grant 2 (FY 2023-24): On May 22, 2024, the Committee granted 22,500 (Twenty-Two Thousand Five Hundred) stock options to eligible employees under the same plan and on similar
terms and conditions as Grant 1.

3. The options have been granted at face value and are equity-settled in nature. The fair value of the options has been determined on the grant dates using the Black-Scholes model as per
Ind AS 102, and the expense is recognized on a straight-line basis over the vesting period in the Statement of Profit and Loss, with a corresponding credit to the "Share-Based Payment
Reserve."

4. Options that lapse, expire, or remain unexercised due to employee separation or any other reason, shall be returned to the ESOP pool and may be re-granted in the future, subject to
applicable laws and approvals.

5. The Company confirms that no individual employee has been granted options exceeding the threshold limit prescribed under the SEBI (Share Based Employee Benefits and Sweat

Note: 47

Other additional regulatory information :

1. During the year ended 31st March, 2025 the company has not announced any dividend.The retained earnings have been appropriated as
per applicable laws and regulations.

2. No proceeding has been initiated, nor any case is pending against the group for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

3. The Company has not been declared as a wilful defaulter by any bank, financial institution or other lender.

4. No charges or satisfaction is pending to be registered with ROC beyond its statutory period.

5. The Company has no transactions or balances outstanding with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of the Companies Act, 1956.

6. The Company does not have any subsidiaries and is in compliance with the prescribed limit of corporate layers as per applicable rules.

7. The Company has not traded or invested in cryptocurrencies or virtual digital assets during the financial year

8. The Company has not revalued its property, plant and equipment or intangible assets during the year.

9. There were no instances of charges or satisfaction of charges which were not registered with ROC within the statutory period.

10. There is no transaction recorded in the books of account that has been surrendered or disclosed as income in tax assessments under the
Income-tax Act, 1961 during the year.

11. The Company does not own any immovable property as on the balance sheet date. Accordingly, the disclosure regarding title deeds of
immovable properties is not applicable.

12. The company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined
under Companies Act, 2013,) either severally or jointly with any other person, that are repayable on demand.

13. No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013
for the company during the year

14. The borrowings obtained by the company from banks have been applied for the purposes for which such loans were was taken.

As per our report of even date attached

For N P K U & Associates For and on behalf of the Board of Directors of

Chartered Accountants Zodiac Energy Limited

FRN: 127079W

Urjit H Ravat Kunjbihari Shah Parul Shah

(Partner) Managing Director Whole Time Director

Membership No. : 135555 DIN: 00622460 DIN: 00378095

Shefali Karar

Date : 16/0^/2025 Chief Financial Officer

Place : Ahmedabad AYJPK5188N

---

Mar 31, 2024

Rights, preferences and restrictions:

1. The Company has only one class of equity shares referred to as equity shares having a par value of Rs. 10. Each holder of equity share is entitled to one vote per share.

2. Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

3. In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Other details of equity shares for a period of five years immediately preceding March 31, 2024 :

73,16,720 Equity shares of Rs 10/- each aggregating to Rs. 7,31,67,200/- were allotted during the year ended March 31, 2021 as fully paid bonus shares by capitalization of security premium of the company.

Securities Premium

Securities Premium represents the premium received on issue of shares over and above the face value of equity shares. The same is available for utilisation in accordance with the provisions of the Companies Act, 2013.

Share Based Payments Reserve

Share Based Payments Reserve is created as required by Ind AS 102 ’Share Based Payments’ on the employee stock option scheme operated by the Company.

Vehicle Loan is repayable in equal monthly installments ranging from 60 months to 84 months and secured by first charge over vehicles.

Secured Working capital loan is Secured by first charge over Stock, Book Debts and all current assets of the company and collaterally secured by Residential House property of two directors and personal guarantee of two directors of the company.

Unsecured Working capital loans from various banks and NBFCs are repayable within a period ranging from 12 to 18 months.

The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the reporting date.

There were no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period. The company has not been declared willful defaulter by any bank or financial institution or other lender during the year.

In respect of borrowings on the basis of security of current assets from banks and financial institutions, quarterly returns / statements of current assets filed by the Company with banks and financial institutions were not in agreement with the books of accounts.

Summary of differences between the current assets as per the financials and as per the quarterly statement submitted to the banks against working capital loan is as below:

Secured Working capital loan is Secured by first charge over Stock, Book Debts and all current assets of the company and collaterally secured by Residential House property of two directors and personal guarantee of two directors of the company.

The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the reporting date.

There were no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period. The company has not been declared willful defaulter by any bank or financial institution or other lender during the year.

Following are the risk to which the plan exposes the entity :

A) Actuarial Risk

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B) Investment Risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter- valuation period.

C) Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cash flows.

D) Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E) Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

Limitation of method used for sensitivity analysis:

Sensitivity analysis produces the results by varying a single parameter & keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed. There are no changes from the previous period in the methods and assumptions used in preparing the sensitivity analysis.

The Company’s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company’s financial assets comprise mainly of trade receivables, cash and cash equivalents and other financial assets.

The Company’s business activities are exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk.

The Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework who are responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of directors of the Company. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of directors.

Note: 33.1 Market Risk:

The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. The company does not have any investment in securities, hence it is not exposed to any price risk.

Foreign currency risk:

The Company imports various material in foreign currencies. At the end of the year company has liability for import of material, repayments are made in foreign currencies and thus it is exposed to exchange rate fluctuations. The company''s exposure to foreign currency risk at the end of the reporting period expressed as follows:

Interest rate risk:

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Interest risk arises to the Company mainly from borrowings with variable rates. The Company measures risk through sensitivity analysis. The banks are now finance at variable rate only, which is the inherent business risk.

Note 33.2 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 objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company generates cash flows from operations to meet its financial obligations, maintains adequate liquid assets in the form of cash and cash equivalents and has undrawn short term line of credits from banks to ensure necessary liquidity. The Company closely monitors its liquidity position and deploys a robust cash management system.

The following table shows the maturity analysis of the Company’s financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.

Note 33.3 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. The credit risk for the Company primarily arises from credit exposures to trade receivables, deposits and other receivables including balances with banks.

Credit risk arising from cash and cash equivalent and other balances with bank is limited as the counterparties are recognised banks.

Note: 34 Financial Instruments Note: 34.1 Capital Management

The Company''s capital management objectives are:

- to ensure the Company''s ability to continue as going concern

- to provide adequate return to shareholders through optimisation of debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued equity capital and other equity reserves attributable to the equity holders of the Company.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and business opportunities. The Company monitors capital structure using a debt equity ratio, which is debt divided by equity.

Note: 34.3 Financial Instrument measured 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.

Note 39. Segment information: -

The Company primarily operates in the segment of sale of solar based power plants and related items. The managing director of the company allocates resources and assesses the performance of the company, thus are the chief operating decision maker (CODM). The CODM monitors the operating results of the business as a single segment, hence no seperate segment needs to be disclosed.

Information about major customers:

None of the customer account for more than 10% of the total revenue of the Company.

Note 40. Corporate Social Responsibility Expenditure: -

As per Section 135 of the Companies Act, 2013, a company needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities

Note 41. The Company did not have anything to report in respect of the following:

• Benami properties

• Trading or investment in crypto or virtual currency

• Giving/ receiving of any loan or advance or funds with the understanding that the recipient shall lend, invest, provide security or guarantee on behalf of the Company/funding party

• Transactions not recorded in books that were surrendered or disclosed as income during income-tax assessment

• Charges or satisfaction not registered with ROC beyond statutory period

• Title deeds in respect of freehold immovable properties not being held in the name of the Company.

• Transactions with struck-off companies

• Non-compliance with number of layers as prescribed under the Companies Act, 2013, read with Companies (Restriction on number of Layers) Rules, 2017.

• Willful Defaulter by any bank or financial institution or other lender.

---

Mar 31, 2023

Rights, preferences and restrictions:

i. The Company has only one class of equity shares referred to as equity shares having a par value of Rs. 10. Each holder of equity share is entitled to one vote per share.

ii. Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

iii. In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Other details of equity shares for a period of five years immediately preceding March 31, 2023:

26,83,360 Equity shares of Rs 10/- each aggregating to Rs. 2,68,33,600/- were allotted during the year ended March 31, 2018 as fully paid bonus shares by capitalization of free reserves of the company

73,16,720 Equity shares of Rs 10/- each aggregating to Rs. 7,31,67,200/- were allotted during the year ended March 31, 2021 as fully paid bonus shares by capitalization of security premium of the company.

Nature and purpose of reserves Securities premium

Securities premium represents the premium received on issue of shares over and above the face value of equity shares. The same is available for utilisation in accordance with the provisions of the Companies Act, 2013.

Retained earnings

Retained earnings represents the Company''s undistributed earnings after taxes.

Vehicle Loan is repayable in equal monthly installments ranging from 36 months to 84 months and secured by first charge over vehicles.

Secured Working capital loan is Secured by first charge over Stock, Book Debts and all current assets of the company and collaterally secured by Residential House property of two directors and personal guarantee of two directors of the company.

Unsecured Working capital loans from various banks and NBFCs are repayable within a period ranging from 12 months to 24 months.

The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the reporting date.

There were no charges or satisfaction yet to be registered with Registrar Of

Companies beyond the statutory period.

The company has not been declared wilful defaulter by any bank or financial institution or other lender during the year.

In respect of borrowings on the basis of security of current assets from banks and financial institutions, quarterly returns / statements of current assets filed by the Company with banks and financial institutions were not in agreement with the books of accounts.

Unsecured Working Capital Loan from banks is repayable in 35 equal monthly installment post moratorium of 12 months.

Secured Working capital loan is Secured by first charge over Stock, Book Debts and all current assets of the company and collaterally secured by Residential House property of two directors and personal guarantee of two directors of the company.

Unsecured Working capital loans from various banks and NBFCs are repayable within a period ranging from 12 months to 24 months.

The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the reporting date.

There were no charges or satisfaction yet to be registered with Registrar Of Companies beyond the statutory period.

The company has not been declared wilful defaulter by any bank or financial institution or other lender during the year.

Note 30.3

Risk To Plan

Following are the risk to which the plan exposes the entity :

A) Actuarial Risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the

resignation date.

B) Investment Risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C) Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cash flows.

D) Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E) Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

Limitation of method used for sensitivity analysis:

Sensitivity analysis produces the results by varying a single parameter & keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed. There are no changes from the previous period in the methods and assumptions used in preparing the sensitivity analysis.

Note 30.11 Details of Asset- Liability Matching Strategy:

There are no minimum funding requirements for a Gratuity benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan.

Note: 33 Financial Risk Management:

The Company''s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company''s financial assets comprise mainly of trade receivables, cash and cash equivalents and other financial assets.

The Company''s business activities are exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk.

The Company''s senior management has the overall responsibility for establishing and governing the Company''s risk management framework who are responsible for developing and monitoring the Company''s risk management policies. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of directors of the Company. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of directors.

Note: 33.1 Market Risk

The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. The company does not have any investment in securities, hence it is not exposed to any price risk.

Foreign currency risk:

The Company imports various material in foreign currencies. At the end of the year company has liability for import of material, repayments are made in foreign currencies and thus it is exposed to exchange rate fluctuations. The company''s exposure to foreign currency risk at the end of the reporting period expressed as follows:

Interest rate risk:

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Interest risk arises to the Company mainly from borrowings with variable rates. The Company measures risk through sensitivity analysis. The banks are now finance at variable rate only, which is the inherent business risk.

Note 33.2 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 objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company generates cash flows from operations to meet its financial obligations, maintains adequate liquid assets in the form of cash and cash equivalents and has undrawn short term line of credits from banks to ensure necessary liquidity. The Company closely monitors its liquidity position and deploys a robust cash management system.

The following table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.

Note 33.3 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. The credit risk for the Company primarily arises from credit exposures to trade receivables, deposits and other receivables including balances with banks.

Credit risk arising from cash and cash equivalent and other balances with bank is limited as the counterparties are recognised banks.

Note: 34 Financial Instruments

Note: 34.1 Capital Management

The Company''s capital management objectives are:

- to ensure the Company''s ability to continue as going concern

- to provide adequate return to shareholders through optimisation of debt and equity balance.

For the purpose of the Company''s capital management, capital includes issued equity capital and other equity reserves attributable to the equity holders of the Company.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and business opportunities. The Company

Note: 34.3 Financial Instrument measured 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.

Note: 35 Contingent Liabilities and Commitments (to the extent not provided for) in Lakhs)
	Particulars	As At
		31st March 2023	31st March2022
	In respect of demand raised by Goods and Service Tax Authorities	418.00	418.00
	In respect of demand raised by Income Tax Authorities	64.75	-

39. Segment information

The Company primary operates in the segment of sale of solar based power plants and related items. The managing director of the company allocates resources and assess the performance of the company, thus are the chief operating decision maker (CODM). The CODM monitors the operating results of the business as a single segment, hence no seperate segment needs to be disclosed

Information about major customers:

None of the customer account for more than 10% of the total revenue of the Company.

40. Corporate Social Responsibility Expenditure

As per Section 135 of the Companies Act, 2013, a company needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities

41. The Company did not have anything to report in respect of the following:

• Benami properties

• Trading or investment in crypto or virtual currency

• Giving/receiving of any loan or advance or funds with the understanding that the recipient shall lend, invest, provide security or guarantee on behalf of the Company/funding party

• Transactions not recorded in books that were surrendered or disclosed as income during income-tax assessment

• Charges or satisfaction not registered with ROC beyond statutory period

• Title deeds in respect of freehold immovable properties not being held in the name of the Company.

• Transactions with struck-off companies

• Non-compliance with number of layers as prescribed under the Companies Act, 2013, read with Companies (Restriction on number of Layers) Rules, 2017.

• Wilful Defaulter by any bank or financial institution or other lender.