19.2 Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ? 2 each. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company i.e. each holder of fully paid-up equity share is entitled to one vote per share and each holder of partly paid-up equity share is entitled to half a vote per share.

The Company declares and pays dividends in Indian rupees (?). The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Company on February 13, 2015 signed a Shareholder Agreement as amended by an Amendment Agreement dated December 11, 2015 (collectively the "Agreement") with the Investor Group in terms of which the Investor Group agreed to subscribe to 100 Crore equity shares at the rate of ? 18 per shares aggregating to ? 1,800.00 Crore, which were allotted on May 15, 2015.

Subsequently, the Company has entered into (i) securities subscription agreement with the Investor Group dated February 28, 2020 ("Investor SSA"); (ii) an amended and restated shareholders' agreement with the Investor Group and promoters of the Company dated February 28, 2020 ("SHA"); and (iii) securities subscription agreement with Tanti Holdings Private Limited ("Promoter Group") dated February 28, 2020 ("Promoter SSA"). In terms of Promoter SSA, the Company has, on June 27, 2020, issued and allotted 408,077,000 equity shares of ? 2 each for cash at an issue price of ? 2.45 per share to Tanti Holdings Private Limited on preferential basis. Further, in terms of Investor SSA, the Company has on June 27, 2020, issued and allotted 204,077,000 equity shares of ? 2 each for cash at an issue price of ? 2.45 per share and 4,998 Compulsorily Convertible Debentures (CCDs) of ? 100,000/- each for cash at par to the Investor Group on preferential basis. The said 4,998 CCDs have been mandatorily converted into 203,998,368 equity shares on December 26, 2021 at a conversion price of ? 2.45 per share as per the terms of issue and allotment of CCDs.

19.3 Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

Nil during the period of five years immediately preceding the reporting date.

• Securities convertible into equity/ preference shares issued along with the date of conversion

In June 2020, the Company had allotted securities in the form of Optionally Convertible Debentures (OCDs) aggregating to ? 4,100 Crore, due 2040, on preferential basis to the Erstwhile Lenders in accordance with the Resolution Plan, convertible only in the event of default. The Company had also allotted 49.86 Crore full paid-up share warrants, on preferential basis to the Erstwhile Lenders in accordance with the Resolution Plan, convertible only in the event that Part A Facilities under Resolution Plan are not classified as "Standard" as per IRAC norms within the stipulated timelines. Subsequently, on May 24, 2022, pursuant to the implementation of the refinancing proposal, the entire outstanding value of OCDs was converted into 571,428,572 equity shares having a face value of ? 2/- and the share warrants were lapsed. (Refer Note 4).

19.4 Shares reserved for issue under options

For details of shares reserved for issue on conversion of FCCBs, refer Note 19.6 and 21.6 for terms of conversion/ redemption.

19.6 Conversion of Foreign Currency Convertible Bonds ('FCCB')

On September 23, 2022, the Company has allotted 28.42 Crore equity shares having a face value of ? 2/- each on conversion of 27,977 convertible bonds due 2032 having a face value of USD 320 each aggregating to a principal amount of USD 9,455,285 (after capitalising interest @ 2.75% per annum accrued on half yearly basis) at a conversion price of ? 2.49 with a fixed rate of exchange on conversion of ? 74.8464 to USD 1.00 forming part of USD 35,931,200.

19.7 Rights Issue

Pursuant to the approval of the Board of Directors at their meeting dated August 10, 2022, the Company offered 240 Crore partly-paid equity shares to the existing eligible shareholders on a right basis in the ratio of five equity shares for every twenty one equity shares held by them on the record date of October 4, 2022. On October 31, 2022, the Company allotted 240 Crore partly paid-up equity shares of face value of ? 2.00 each at an issue price of ? 5.00 per equity share, i.e. at a premium of ? 3.00 per equity share. The applicants were required to pay ? 2.50 per equity share on application of which ? 1.00 per equity share is appropriated towards face value and remaining ? 1.50 per equity share is appropriated towards securities premium. Subsequently, the Securities Issue Committee of the Board of Directors of the Company at its meeting held on February 24, 2023 approved the making of first and final call of ? 2.50, of which ? 1.00 per equity share is appropriated towards face value and remaining ? 1.50 per equity share is appropriated towards securities premium. Out of the total shares allotted in right issue, 402,178,057 equity shares remain partly paid up as at March 31, 2023.

Till March 31, 2023, the Company received first and final call money of ? 2.50 per share on 199,78,21,943 equity shares aggregating to ? 499.46 Crore and accordingly the Securities Issue Committee of the Board of Directors of the Company, at its meeting held on March 29, 2023, approved conversion of 199,78,21,943 partly paid-up equity shares into full paid-up equity shares (Converted Rights Equity Shares).

19.8 Employee Stock Option Plan ('ESOP')

On May 22, 2023, the Nomination and Remuneration Committee of the Board of Directors of the Company granted 109,290,000 Options convertible into 109,290,000 equity shares of ?2.00 each to the eligible employees of the Company and its Subsidiaries under the Employee Stock Option Plan 2022 at an exercise price of ? 5.00 per option with 50% vesting (out of which 25% would be retention-based vesting and balance 25% would be performance-based vesting) at the end of first year from the date of grant and balance 50% (out of which 25% would be retention-based vesting and balance 25% would be performance-based vesting) at the end of second year from the date of grant and exercise period of two years from the date of respective vesting.

Nature and purposes of various items in other equity:

a. Equity component of compound financial instruments

The FCCB has been classified as compound financial instruments. This instrument has been split between equity and liability by primarily valuing the liability portion without equity conversion options. The balance between instrument value and liability component has been treated as the value of equity conversion options.

b. Capital reserve

The Company recognises profit or loss on purchase / sale of the equity instruments in case of merger to capital reserve.

c. Capital redemption reserve

The Company has transferred amount from statement of profit or loss to capital redemption reserve on redemption of preference shares issued by the Company.

d. General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend or a portion of net profit kept separately for future purpose is disclosed as general reserve.

e. Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

f. Capital contribution

The resultant gain arising on extinguishment of debt and fair value of financial instruments issued as per the terms of Resolution plan had been transferred to Capital contribution.

21.1 Implementation of RTL Agreement with REC and IREDA ('New Lenders')

On April 28, 2022, the Company along with its identified subsidiaries entered into a Rupee Term Loan Agreement ("RTL Agreement") with the New Lenders for refinancing the borrowing facilities of the STG. On May 24, 2022 ("Effective Date"), on consummation of refinancing proposal (refer Note 4), STG refinanced their borrowing facilities from erstwhile lenders as per the RTL Agreement with the New Lenders. The key features of the RTL Agreement are as follows:

i. Sanction of facilities (including non-fund based facilities) of ? 4,053 Crore from the New Lenders.

ii. Repayment of fund based Rupee Term Loan in 98 structured monthly instalments commencing from May 2022 to June 2030 at initial interest rate of 9.50% per annum, subject to reset after 1 year;

iii. Release of LOC on retirement of respective non-fund based working capital facilities by Erstwhile Lenders;

iv. Reduction of sanctioned facilities (including non-fund based facilities) from REC of ? 3,553 Crore to ? 2,178 Crore within 1 year from disbursement;

v. Monetization of specified assets within stipulated timelines.

21.2 Optionally Convertible Debentures ('OCD')

On May 24, 2022, in terms of the Refinancing Proposal, the Company allotted 571,428,572 equity shares to erstwhile Lenders having face value of ? 2 each pursuant to conversion in full of entire outstanding OCD of 410,000 having face value of ? 100,000 each aggregating to ? 4,099.18 Crore (refer Note 4). On conversion in full, the OCD's got extinguished and the difference between the carrying value of OCD's and fair value of shares issued on settlement date amounting to ? 255.38 Crore is disclosed under exceptional items.

21.3 Payable towards debt assignment

As part of implementation of Resolution Plan in June 2020, pursuant to the assignment of debt, the Company recognised an amount of ? 4,453.01 Crore as loan payable to SGSL at an interest rate of 0.0001% and maturity date of March 31, 2040.

The loan payable was initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate ('EIR') method at 13.00%. The resultant gain or loss at initial recognition was recognised at fair value through other equity.

21.4 The details of security for the secured loans are as follows:

a. Financial facilities by way of RTL from New Lenders in accordance with the RTL Agreement aggregating to ? 1,764.44 Crore (previous year: ? Nil) of which ? 1,445.98 Crore (previous year: ? Nil) classified as longterm borrowings and ? 318.46 Crore (previous year: ? Nil) classified as current maturities of long-term borrowings and non-fund based working capital facilities are secured by first pari-passu charge over all present and future current assets of each Borrower except land forming part of inventories, first pari-passu charge over all fixed assets of Borrowers whether movable or immovable both present and future, first pari-passu charge by way of assignment or creation of security interest in the project contracts, any letter of credit, guarantee provided by, insurance contracts and clearances related to project, first charge over all accounts including Trust and Retention Account ('TRA'), first pari-passu pledge over 100% of fully paid-up equity capital of SPIL (since merged into SGSL), SGWPL and SGSL by SEL, negative lien over the equity shares held by SEL in SE Forge Limited, Non disposal undertaking or pledge over the 100% of the equity share capital of Suzlon Energy Limited, Mauritius ('SELM') and AE Rotor Holding B.V. ('AERH'), first pari-passu pledge over certain equity shares of SEL held by the promoters and other members of the promoter group, brand image of Suzlon and corporate guarantee provided by each of the Borrowers guaranteeing the obligations of the other Borrowers in compliance with the provisions of Companies Act, 2013.

Financial facilities from erstwhile Lenders in accordance with Resolution Plan aggregating to ? Nil (previous year: ? 2,947.41 Crore) of which ? Nil (previous year: ? 2,461.28 Crore) classified as long-term borrowings and ? Nil (previous year: ? 486.13 Crore) classified as current maturities of long-term borrowings and non-fund based working capital facilities are secured by first pari-passu charge over all current assets of SEL, SGWPL, SPIL and SGL (except for certain identified assets), first pari-passu charge over all current assets generated under identified orders both present and future, first pari-passu charge over all current assets of SGSL both present and future, first pari-passu charge with new PSF Lenders on current assets generated under identified orders of Borrowers except SGSL in certain scenario, second charge on cash flows of Borrowers except SGSL arising out of identified orders which are funded by new PSF Lenders, first pari-passu charge over all fixed assets of Borrowers whether movable or immovable, first charge over Trust and Retention Account ('TRA'), first charge on DSR Accounts, , first pari-passu pledge over 100% of fully paid-up equity capital of SGWPL and SPIL and 75% of SGL by SEL, first pari-passu pledge over 100% of fully paid-up equity capital of SGSL till conversion of CCPS into equity shares of SGSL, negative lien over the equity shares held by SEL in SE Forge Limited, Non disposal undertaking or pledge over the 100% of the equity share capital of Suzlon Energy Limited, Mauritius ('SELM') and AE Rotor Holding B.V. ('AERH'), first pari-passu pledge over certain equity shares of SEL held by the promoters and other members of the promoter group, brand image of Suzlon and personal guarantee of Mr. Tulsi R. Tanti.

b. 410,000 fully paid up 0.01% Secured Optionally Convertible Debentures ('OCD') having original face value of ? 100,000 each of Company issued to Lenders aggregating to face value of ? 4,100.00 Crore having outstanding face value of ? Nil and fair value of ? Nil (previous year: ? 757.75 Crore) of which ? Nil (previous year: ? 757.34 Crore) classified as long-term borrowings and ? Nil (previous year: ? 0.41 Crore) classified as current maturities of long-term borrowings are secured by security as specified above for RTL II on pari passu basis and corporate guarantee of SGSL, SPIL, SGWPL and SGL.

21.5 The Company has non-fund based facilities from banks on the basis of security of current assets shared on pari passu basis with New Lenders.

21.6 Foreign currency convertible bonds (FCCBs)

On August 17, 2020, the Company had issued 112,285 FCCBs due for conversion in August 2032 having a face value of USD 320 each aggregating to a principal amount of USD 35,931,200 at an initial conversion price of ? 2.61 with a fixed rate of exchange on conversion of ? 74.8464 per USD bearing. These FCCB's carry a coupon of 4.00% per annum of which 1.25% shall be paid semi-annually and balance 2.75% shall be accrued and added to the principal value of the Bonds.

These FCCBs are recognised as compound financial instruments that consist of financial liability and equity since the Company has an obligation to pay interest as well as to issue predetermined number of equity shares. Accordingly, the financial liability component of the FCCB's is initially recognised at fair value and subsequently measured at amortised cost using the effective interest method at 5.72% and the residual portion is recognised in other equity.

Since the date of issuance, principal FCCB's (after considering interest at 2.75%) of USD 36.301 Million have been converted into equity shares by March 31, 2023 and USD 529,338.11 (equivalent to ? 4.34 Crore) are outstanding and classified as current maturities of long-term borrowings as at March 31, 2023 disclosed under short term borrowings.

Subsequent to year end on May 02, 2023, the Company has redeemed the entire outstanding FCCBs at their principal amount aggregating to USD 529,338.11 together with accrued but unpaid interest upto the redemption date @ 1.25% p.a. amounting to USD 1,378.48 in accordance with terms of FCCB. Accordingly, the FCCB have been cancelled and delisted from The Singapore Exchange Securities Trading Limited. Consequent to the redemption, there are no outstanding FCCBs.

a. As part of the Resolution Plan, SGSL had issued CCPS of ? 4,453.01 Crore to the Lenders. CCPS contained multiple embedded derivatives and call and put options ('Exit Options') available to holders of CCPS, SGSL, SEL and its promoters. The liability of the Company towards Put Option available to Lenders as part of Exit Option on CCPS was initially recognised at fair value using the effective interest method at 13.00%. The resultant gain or loss at initial recognition was recognised at fair value through other equity.

On May 24, 2022, in terms of the Refinancing Proposal, SGSL allotted 4,454 equity shares to erstwhile Lenders having a face value of ?10/- each pursuant to conversion in full of entire outstanding CCPS value of ? 4,453.01 Crore. The difference between the carrying value of option value liability and considered finalised for transfer of 4,454 equity shares of SGSL with Erstwhile Lenders on settlement date of ? 2,268.72 Crore after reducing transaction cost of ? 124.56 Crore is disclosed under exceptional items (refer Note 4 and 33).

b. Other liabilities include claim payables, provision for employee payables and advances.

All the financial liabilities are disclosed at amortised cost except for put option liability which is disclosed at FVTPL.

Performance guarantee ('PG') represents the expected outflow of resources against claims for performance shortfall expected in future over the life of the guarantee assured. The period of performance guarantee varies for each customer according to the terms of contract. The key assumptions in arriving at the performance guarantee provisions are wind velocity, plant load factor, grid availability, load shedding, historical data, wind variation factor etc.

Operation, maintenance and warranty represents the expected liability on account of field failure of parts of WTG and expected expenditure of servicing the WTGs over the period of free operation, maintenance and warranty, which varies according to the terms of each sales contract.

Liquidated damages ('LD') represents the expected claims which the Company may need to pay for non-fulfilment of certain commitments as per the terms of the respective sales / purchase contracts. These are determined on a case to case basis considering the dynamics of each contract and the factors relevant to that sale.

The figures shown against 'Utilisation' represent withdrawal from provisions credited to statement of profit and loss to offset the expenditure incurred during the year and debited to statement of profit and loss.

26.4 Performance obligation

Information about the Company's performance obligations are summarised below:

WTG equipment

The performance obligation is satisfied upon dispatch of the equipment and payment is generally due within 30 to 45 days from completion of contract milestone.

Standard warranty period beyond fixing the defects that existed at the time of sale is provided to customers. The warranty is accounted for as a separate performance obligation and a portion of transaction price is allocated. The performance obligation for the warranty service is satisfied over the standard period on time elapsed.

Project services

Project services includes civil foundation, electrical, installation and commissioning of WTG. The performance obligation is satisfied over-time and payment is generally due upon completion of milestone.

Power evacuation infrastructure facilities

The performance obligation is satisfied upon commissioning and electrical installation of the WTG to the said facilities followed by approval for commissioning of WTG from the concerned authorities.

Land revenue

In case of leasehold, the performance obligation is satisfied upon the transfer of leasehold rights to the customers, for outright sale, the performance obligation is satisfied when title of land is transferred to the customer as per the terms of the respective sales order. The performance obligation for land development is satisfied upon rendering of the service as per the terms of the respective sales order.

Operation and maintenance income

The performance obligation is satisfied over-time and payment is due within 30 days from invoice date which is raised as per contractual agreement.

32.2 The Company has average negative net loss for preceding three financial years, and therefore CSR disclosure is not applicable.

32.3 The other expense includes expenses of ? 17.36 Crore (previous year: ? 8.31 Crore) pertaining to research and development.

a. The Company has disposed property, plant and equipment of one of its plant and a freehold land for a consideration of ? 45.63 Crore and ? 38.25 Crore respectively and gain on its disposal is disclosed under exceptional items.

b. The Company has made net provision ? 37.68 Crore (previous year: ? 82.87 Crore) towards impairment of investments in, loans given and other financial assets given to subsidiaries, associates and joint venture.

Since the earnings / (loss) per share computation based on diluted weighted average number of shares is antidilutive, the basic and diluted earnings / (loss) per share is the same.

37. Post-employment benefit plans Defined contribution plan:

During the year the Company has recognised ? 8.50 Crore (previous year: ? 8.38 Crore) in the statement of profit and loss towards defined contribution plans as detailed in Note 2.3 (p)(ii)(A).

The Company manages provident fund plan for its employees which is permitted under the Employees' Provident Fund and Miscellaneous Provisions Act, 1952. The plan mandates contribution by employer at a fixed percentage of employee's salary. Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution and additional sums at their discretion. The plan guarantees interest at the rate notified by Employees' Provident Fund Organisation. The contribution by employer and employee together with interest are payable at the time of separation from service or retirement whichever is earlier. The benefit under this plan vests immediately on rendering of service.

The Superannuation scheme of the Company has the form of a trust and is governed by the Board of Trustees. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.

Defined benefit plan:

The Company has a defined benefit gratuity plan. The gratuity plan is governed by the payment of Gratuity Act, 1972. Under the act, Employee who has completed five years of service is eligible for gratuity. Gratuity is computed based on 15 days salary based on last drawn salary for each completed year of service.

The fund has the form of a trust and is governed by the Board of Trustees. The scheme is partially funded with an insurance company in the form of a qualifying insurance policy.

The average duration of the defined benefit plan obligation at the end of the financial year is 9 years (previous year: 8 years).

38. Leases

38.1 Company as a lessee

The Company has lease contracts for land and buildings used in its operations. Leases of land, plant and machinery generally have lease terms between 2 to 3 years. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. The Company also has certain leases of premises with lease terms of 12 months or less and with low value. The Company applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases.

The effective interest rate for lease liabilities is 9% with maturity between 2024 and 2025.

During the year, the Company had total cash outflows for leases of ? 25.73 Crore (previous year ? 25.77 Crore).

38.2 Company as a lessor

The Company has entered into operating leases on its investment property portfolio consisting of certain office premises (refer Note 9). These leases have terms between two to ten years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Rental income recognised by the Company during the year is ? 8.88 Crore (previous year: ? 9.22 Crore).

39. Capital commitments

Estimated amount of contract remaining to be executed on capital accounts and not provided for, net of advances stands at ? 8.58 Crore (previous year: ? 19.02 Crore).

* includes demand from tax authorities for various matters. The Company / tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

The Company has received a SCN from SEBI and has responded to the SCN denying the allegations and filed a settlement application in accordance the SEBI Settlement Regulations (refer Note 5).

A few law suits have been filed on the Company by some of their suppliers for disputes in fulfilment of obligations as per supply agreements. Further, few customers of the Company have disputed certain amount as receivable which the Company believes is contractually not payable. These matters are pending for hearing before respective courts, the outcome of which is uncertain. The management has provided for an amount as a matter of prudence which it believes shall be the probable outflow of resources.

The Company has stood as co-borrower and guarantor for loans granted to the Company and its identified domestic subsidiaries for which certain securities defined in Note 21.4 are provided, the amount of which liability of each of parties is not ascertainable.

41. Segment information

As permitted by paragraph 4 of Ind AS-108, 'Operating Segments', if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial statements. Thus, disclosures required by Ind AS-108 are given in consolidated financial statements.

42.5 Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

43. Fair value measurements

The fair value of the financial assets and liabilities are considered to be same as their carrying values except for investments in unquoted redeemable cumulative preference shares and put option liability where the fair value has been estimated using the discounted cash flow ('DCF') model. The valuation requires the management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted instruments.

45. Financial risk management

The Company's principal financial liabilities, comprise loans and borrowings, trade and other liabilities. The main purpose of these financial liabilities is to finance the Company's operations and to provide support to its operations. The Company's principal financial assets include investments, loans, trade and other assets, and cash and cash equivalents that the company derive directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk which may adversely impact the fair value of its financial instruments. The Company has constituted an internal Risk Management Committee ('RMC'), which is responsible for developing and monitoring the Company's risk management framework. The focus of the RMC is 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. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Risk Management Policy is approved by the Board of Directors.

45.1 Market risk

Market risk is the risk that the fair value of 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, foreign currency risk and price risk, such as commodity risk. The Company's exposure to market risk is primarily on account of interest risk and foreign currency risk. Financial instruments affected by market risk include loans and borrowings, FVTPL investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2023 and March 31, 2022.

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

b. Foreign currency risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of an exposure 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 foreign currency) and the Company's borrowings and loans and investments in foreign subsidiaries.

Foreign currency sensitivity

The Company's currency exposures in respect of monetary items as at March 31, 2023, March 31, 2022 that result in net currency gains and losses in the income statement and equity arise principally from movement in US Dollar and Euro exchange rates.

The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other variables held constant. The Company's exposure to foreign currency changes for all other currencies is not material. The other currencies includes Australian Dollar, Great Britain Pound, Danish Kroner etc.

45.2 Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities (primarily loans). The Company consistently monitors the financial health of its customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency of the customer. Progressive liquidity management is being followed to de-risk the Company from any non-fulfilment of its liabilities to various creditors, statutory obligations, or any stakeholders.

a. Trade receivables

The Company's exposure to trade receivables is limited due to diversified customer base. The Company consistently monitors progress under its contracts with customers and sales proceeds are being realised as per the milestone payment terms agreed to minimise the loss due to defaults or insolvency of the customer.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.

b. Financial instruments

Financial instruments that are subject to concentrations of credit risk primarily consist of cash and cash equivalents, term deposit with banks, loans given to subsidiaries and other financial assets. Investments of surplus funds are made only with approved counterparties and within credit limits assigned.

The Company's maximum exposure to credit risk as at March 31, 2023 and as at March 31, 2022 is the carrying value of each class of financial assets.

Refer Note 2.3 (q) for accounting policy on financial instruments.

45.3 Liquidity risk

Liquidity risk refers to that risk where the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirement. In doing this, management considers both normal and stressed conditions. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring cash flow forecast and by matching the maturity profiles of financial assets and liabilities.

Reasons for variance

⁽ⁱ⁾ There is no significant change (i.e. change of more than 25% as compared to the immediately previous financial year) in the key financial ratios.

⁽ⁱⁱ⁾ During the year there was substantial reduction in debt pursuant to implementation of Refinancing Proposal (refer Note 4 and 21), resulting in increase in Other equity and hence change in the ratio.

⁽ⁱⁱⁱ⁾ Improved margins, profitability and reduction in debt has resulted in improvement of certain ratios.

^(iv) Reduced volume and increase in capital employed as a result of retirement of trade payables and current borrowings resulted in reduction in ratio.

^(v) The movement in ratio is towards increase in inter-corporate deposit resulting in added interest income as compared to previous year.

^(vi) The improvement in ratio is due to exceptional gain.

# Since there was loss during the year and negative net worth, the ratio appears to be positive.

48. Other information

a. On June 29, 2021, Suzlon Wind Energy Corporation ('SWECO'), wholly owned step-down subsidiary of the Company based in USA filed for voluntary bankruptcy liquidation under Chapter 7 of the US Bankruptcy Code. Accordingly, on loss of control, SWECO ceased to be a subsidiary of the Company with effect from June 29, 2021.

b. On April 07, 2022, Suzlon Generators Limited ('SGL') ceased to be a joint venture of the Company pursuant to divestment of SEL's 75% stake in SGL to Voith Turbo Private Limited and accordingly reversal of impairment on investment was disclosed under exceptional items during the year ended March 31, 2022.

c. On December 03, 2022, Vayudoot Solarfarms Limited ceased to be a joint venture of the Company pursuant to divestment of its entire stake of 51.05% to Aries Renewables Private Limited for a consideration to ? 14.23 Crore.

d. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

e. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

f. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

g. The Company have 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

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

h. The Company have 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 Group shall

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

i. The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey).

j. The current liabilities of the Company in standalone financial statements exceed current assets by ? 401.63 Crore as at March 31, 2023. Further, as per the terms of the RTL Agreement, STG need to fulfil certain obligations, failing which it could trigger an event of default within next 12 months from reporting date. The Management is confident of meeting the obligations in the foreseeable future through various options including execution of the orders in hand, future business plans, seeking additional facilities refinancing the existing facilities and seeking proposing extension for monetisation of specified assets, if required. Accordingly, the standalone financial statements for the year ended March 31, 2023 have been prepared on the basis that the Company will continue as a going concern.

k. During the year, Suzlon Global Services Limited ('SGSL'), Suzlon Power Infrastructure Limited ('SPIL') and Suzlon Gujarat Wind Park Limited ('SGWPL'), subsidiaries of the Company, have implemented (i) a Scheme of Amalgamation involving merger by absorption ('Scheme 1') of SPIL with SGSL and (ii) the Scheme of Arrangement involving transfer and vesting of Project Execution Business ('Demerged Undertaking I') and Power Evacuation Business ('Demerged Undertaking II') ('Scheme 2') of SGWPL into SGSL. Certified copy of the Orders in connection with amalgamation and arrangement of these subsidiaries issued by the respective NCLT were filed with the Registrar of Companies on September 29, 2022. The amalgamation and arrangement are in accordance with the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. The amalgamation and arrangement are among the entities forming part of the Group under common control and have been accounted in accordance with the applicable accounting standards under IND AS and as prescribed in the Schemes approved by NCLT in the standalone financial results of SGSL and SGWPL. Upon implementation of the merger, SPIL cease to exist.

49. 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 safeguard its ability to reduce the cost of capital and to maximise shareholder value.

The capital structure of the Company is based on the management's judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.

50. Prior year amounts have been reclassified wherever necessary to confirm with current year presentation.