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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of PTC India Financial Services Ltd.

Mar 31, 2025

(i) Infrastructure bonds

17,373 (March 31, 2024: 17,581) privately placed 9.15% secured redeemable non-convertible long-term infrastructure bonds of Rs 5,000 each (Infra Series 2) amounting to Rs 8.69 Crores (March 31, 2024: Rs 8.79 Crores) allotted on March 30, 2012 redeemable at par in 5 to 15 years commencing from March 30, 2017 are secured by way of first charge on the receivables of the assets created from the proceeds of infrastructure bonds and other unencumbered receivables of the Company to provide the 100% security coverage. During the year, the company has repaid Rs 0.10 Crores (March 31, 2024: Rs 0.21 Crores) under maturity of Options I and II and buyback scheme exercised by eligible holders of infrastructure bonds of Options III and IV in FY2024-25 as per terms of Infra Series 2.

(ii) Debentures

2,135 (March 31, 2024: 2,135) privately placed 9.62% secured redeemable non-convertible debentures of Rs 340,000 each (March 31, 2024 : Rs 340,000 each) (Series 4) amounting to Rs 72.59 Crores (March 31, 2024 : Rs 72.59 Crores) were allotted on June 03, 2015 redeemable at par in 3 tranches divided in 33% of face value on May 28, 2019, 33% of face value on May 28, 2021 and balance 34% of face value on May 28, 2025.

Series 4 debentures are secured by way of exclusive first charge by way of hypothecation of the specified receivables of the Company comprising asset cover of at least 110% of the amount of the Debentures

#Net of Ind AS adjustments in respect of transaction costs at Effective Interest Rate (EIR) amounting to Rs. 0.03 Crores (March 31, 2024: Rs 0.23 Crores)

(i) Term loan from bank

Term loans from banks carry interest ranging from 9.05% to 10.30% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 16 to 48 quarterly instalments. The loans are secured by first pari-passu charge on receivables of loan assets by way of hypothecation (other than assets created/ to be created in favour of specific lenders) so that lenders should have at least 100%/ 110%/111% security coverage on its outstanding loan at all times during the currency of the loan. Refer note No 65.2 (IX) for maturity profile of borrowings

(ii) External commercial borrowings

External Commercial Borrowings (âECBâ) carry interest ranging from O/N SOFR CAS 1.90% p.a during FY24-25. The loan is repayable in 32 equal quarterly instalments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. During the year ended March 31, 2025, repayments of ECB loan have been made amounting to USD 25,00,000 (Rs 16.72 Crores).

As at March 31, 2025, the Company had undrawn sanctioned borrowing facilities of Rs 100 Crores (March 31, 2024 : Rs. 150 Crores)

42. Capital

The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital adequacy requirements of the Reserve Bank of India (RBI). The adequacy of the Companyâs capital is monitored using, among other measures, the regulations issued by RBI.

The Company has complied in full with all its externally imposed capital requirements over the reported period.

42.1 Capital management

The capital management objectives of the Company are:

- to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios

- to ensure the ability to continue as a going concern

- to provide an adequate return to shareholders

Management assesses the capital requirements of the Company in order to maintain an efficient overall financing structure. This takes into account the subordination levels of the Companyâs various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return on capital to shareholders, issue new shares or sell assets to reduce debt.

42.2 Regulatory capital

As contained in RBI Master Directions - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (hereinafter referred to as âRBI Master Directionsâ), the Company is required to maintain a capital ratio consisting of Tier I and Tier II capital not less than 15% of its aggregate risk weighted assets on-balance sheet and of risk adjusted value of off- balance sheet items. Out of this, Tier I capital shall not be less than 10%. The BoDs regularly monitors the maintenance of prescribed levels of Capital Risk Adjusted Ratio (CRAR). Further, the Company also ensures compliance of guidelines on âCapital Restructuring of Central Public Sector Enterprisesâ issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Department of Public Enterprises in respect of issue of bonus shares, dividend distribution, buy back of equity shares etc.

The fair value of the financial assets and liabilities are disclosed at the amount that would be received to sell an asset and paid to transfer a liability in an orderly transaction between market participants. The following methods and assumptions were used to estimate the fair values:-

-Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments are as described below:

a) Security receipts are valued with reference to sale price observable in the market on the basis of external rating provided by credit rating agencies.

b) The Companyâs foreign currency and interest rate derivative contracts are not traded in active markets. Fair valuation of such instruments are provided by the dealer which are recognised banks and use widely acceptable techniques. The effects of non-observable inputs are not significant for foreign currency forward contracts.

The Company performs valuations in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument with the overall objective of maximising the use of market-based information.

-Trade receivables, Cash and Cash equivalents, other bank balances, other current financial Assets, current borrowings, trade payables and other current financial liabilities: approximate their carrying amounts largely due to the short-Term maturities of these instruments.

-Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company could have realized or paid in sale transactions as of respective dates. As such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each year end.

The Board has the overall responsibility of risk management which take care of manageing overall risk in the organization. In accordance with the RBI guidelines to enable NBFCs to adopt best practices and greater transparency in their operations, the Board of Directors of the Company has constituted a Risk Management Committee to review risk management in relation to various risks, namely market risk, credit risk and operational risk including Asset Liability Management.

A) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company has established various internal risk management processes to provide early identification of possible deterioration in the creditworthiness of counterparties, including regular collateral revisions. Counterparty limits are established by the use of a credit risk classification system which assigns each counterparty a risk rating. Risk ratings are subject to

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.

Trade receivables

Trade receivables measured at amortized cost and credit risk related to these are managed by monitoring the recoverability of such amounts continuously.

Loans

Credit risk related to borrowerâs are mitigated by considering collateralâs from borrowerâs. The Company closely monitors the credit-worthiness of the borrowers through internal systems and project appraisal process to assess the credit risk and define credit limits of borrower, thereby, limiting the credit risk to pre-calculated amounts. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures. The Company assesses increase in credit risk on an ongoing basis for loan receivables amounts that become past due and default is considered to have occurred when amounts receivable become one year past due.

Other financial assets measured at amortized cost

Other financial assets measured at amortized cost include security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously.

b) Credit risk exposure

b) i) Expected credit loss for loans

A.1 Credit risk measurement

The Company measures credit risk of its exposure using:

(a) Internal Rating: Internal ratings are based on board approved policy that guides credit analysis to place borrowers in watch list based on specific risk factors such as project progress schedule, promoterâs contribution, PPA status etc. and for state utility companies rating issued by Ministry of Power (MOP).

(b) External rating: PFS also captures external rating of its borrowers done by RBI approved credit rating agencies like ICRA, CARE, CRISIL and India rating etc.

These two together helps the Company in better monitoring of its borrowers. The staging criteria for ECL computation is also driven by these two criteria. Stageing of an account gets impacted by taking into consideration both internal rating and external rating.

A.2 Expected credit loss measurement

A.2.1Significant increase in credit risk and credit impaired financial assets

The Company considers a financial instrument to have experienced a significant increase based on the stageing criteria, which is aligned with ECL policy of the Company.

As per ECL policy, stage 2 contains all loan assets that are not defaulted as at reporting date, but have experienced a significant increase in credit risk since initial recognition (i.e. two notch downgrade in internal/ external risk rating or loan account with overdue of more than 30 days) or classified as high risk as per internal risk assessment.

A.2.2Definition of default

The Company defines a financial instrument as in default, if any borrower whose contractual payments are due for more than 90 days, which is in line with RBI guidelines.

A.2.3Explanation of inputs, assumptions and estimation techniques Probability of default (PD) computation model

Probability of Default is the likelihood that the borrower will not be able to meets its obligations as and when it falls due.

Transition Matrix Approach is used for estimation of PD. ICRAâs one-year transition matrix is used as the base probability of default matrix.

Stage 1: 12-month PDs are taken directly from one-year transition matrix and so, Point in Time (PIT) conversion is not done, as it is already giving PIT PDs.

Stage 2: PD for second year onwards is estimated using Matrix Multiplication Approach.

Stage 3: As the accounts classified into stage 3 are non-performing assets so probability of default is assumed to be 100%.

Loss given default (LGD) computation model

Loss Given Default is the percentage of total exposure which the borrower would not be able to recover in case of default.

Workout LGD approach has been used for LGD estimation.

LGD= (Economic loss Cost of Recovery)/EAD

For Stage 1 accounts, if the residual maturity of the facility is greater than 12 months, the derived ECL estimates will be discounted by one year; if the residual maturity of the facility is less than 12 months, the derived ECL estimates will be discounted by the residual maturity of the facility.

For Stage 2 accounts, annual ECL estimates will be discounted from first year onwards to arrive at the ECL for current year.

As at March 31, 2025, the Company has classified its few loans (financial assets) under stage III criteria, as enumerated in Ind AS 109, and the projects/ assets, underlying such loans are either pending for resolution under Insolvency and Bankruptcy Code (IBC) or under litigation or borrower has defulted in payment beyond 90 days. For measuring expected credit loss (ECL) allowance for loans wherein underlying projects/ assets have been under IBC proceedings, wherever available, the fair value attributable to the secured portion of such loans has been measured based on external evidence i.e. valuation of such projects/ assets as shared by the Resolution Professional (RP), appointed by NCLT under resolution proceedings, with the consortium of creditors, including the Company. The actual outcome in these cases is dependent upon the final settlement by the RP in accordance with IBC framework. For other loans under stage III, the fair value attributable to the secured portion of such loans has been measured based on other evidences, including one time settlement offer from the customer, sustainable debt under resolution plan valuation exercise done either by the consortium of lenders or by the Company, settlement proposals under discussions between the borrowers and the consortium of lenders/ Company.

For loans under stage I and stage II, the management has determined the value of secured portion, on the basis of best information available with the Company, including value of assets/ projects in the available balance sheets of the borrowers, technical and cost certificates provided by the experts and valuation exercise performed by external professionals either appointed by the Company or consortium of lenders, including the Company.

The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/ assets of borrowers under IBC.

Basis of calculating loss rates

First step involved in ECL computation is stageing of the assets into three categories. Stageing of the financial assets depend on the deterioration of the credit quality of the assets over its lifetime. Performing assets fall under Stage I, underperforming assets fall under Stage II and impaired assets (non-performing) fall under Stage III.

The following points are considered for stage wise classification of credit exposures:

1. Stage III exposures are exposures where actual default events have occurred i.e. all credit exposures classified as Doubtful or Sub-Standard, or where significant deterioration in credit quality is envisaged.

2. Stage II exposure are exposures which are not considered impaired asset but were classified as âStressed Accountsâ or are flagged as High-Risk Category.

3. All other accounts not meeting the first two criteria are classified as Stage 1 accounts.

Quantitative and qualitative factors considered along with quantification w.r.t loss rates

Impact of specific risk factors are taken into account while stageing of accounts and computation of PD. External credit rating is also used for stageing criteria. The industry of the borrower is also considered for classification of the borrower. If a borrower belonged to an industry under stress, then the borrower is classified as stage 2 or 3 account.

For computation of loss given default, haircuts on collateral, based on subjective parameters are used.

- Sector/Sub-sector

- Source of Power Generation

- PPA Status

- Constructions Status

A.2.4Forward looking information incorporated in ECL models

The PDs are derived using the relationship of historic default rates of the portfolio and respective macroeconomic variable (GDP growth rate). Worst, Mild and Best scenarios are created for all the macroeconomic variable and default rates are estimated for all the four scenarios. The scenarios are arrived at by creating bins based on mean, minimum, maximum and standard deviation of the macro variable for the observed range of data. The differential default rates between the base scenario and the best, Worst and Mild scenarios are created/built to compute the shock factors.

These shock factors were then added to the base PD term structure, which is arrived using the matrix multiplication technique, thereby creating four different PD term structures for the four scenarios. These shocked PDs are used to compute lifetime ECL for stage 1 and stage 2 accounts.

A.4 Loss allowance

The loss allowance recognized in the period is impacted by a variety of factors, as described below:

- Transfers between stage 1 and Stage 2 or stage 3 due to financial instruments experiencing significant increase (or decrease) of credit risk or becoming credit-impaired in the period and the consequent âstep upâ (or âstep downâ) between 12-month and Lifetime ECL.

- Additional allowances for new financial instruments recognised during the period as well as releases for financial instruments de-recognised in the period.

- Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period arising from regular refreshing of inputs to models.

- Financial assets derecognised during the period and write-offs of allowances related to assets that were written off during the period.

A.6 Write off policy

Financial assets are written off either partially or in their entirety to the extent that there is no realistic prospect of recovery. Any subsequent recoveries are credited to other income in statement of profit and loss. i) Expected credit losses for financial assets other than loans

Company provides for expected credit losses on financial assets other than loans by assessing individual financial instruments for expectation of any credit losses:

- For cash and cash equivalents and other bank balances - Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low.

- For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset.

- For other financial assets - Credit risk is evaluated based on Companyâs knowledge of the credit worthiness of those parties and loss allowance is measured for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though the reconciliation of expected credit loss for all sub categories of financial assets (other than loans) are disclosed below:

B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due.

Management of the Company monitors forecast of liquidity position and cash and cash equivalents on the basis of expected cash flows (including interest income and interest expense). The Asset Liability Management Policy aims to align market risk management with overall strategic objectives, articulate current interest rate view and determine pricing, mix and maturity profile of assets and liabilities. The asset liability management policy involves preparation and analysis of liquidity gap reports and ensuring preventive and corrective measures. It also addresses the interest rate risk by providing for duration gap analysis and control by providing limits to the gaps.

The tables below analyse the financial assets and liabilities of the Company into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

C) Market Risk

a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions. The policy on foreign exchange risk management covers the management of foreign exchange risk related to existing and future foreign currency loans or any other foreign exchange risks derived from borrowing and lending. The objective of the policy is to serve as a guideline for transactions to be undertaken for hedging of foreign exchange related risks. It also provides guiding parameters within which the Asset Liability Management Committee can take decisions for manageing the above mentioned risks. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of the Company. The Company as per its overall strategy uses derivative contracts to mitigate its risks associated with fluctuations in foreign currency and interest rates on borrowings. The Company does not use derivative contracts for speculative purposes.

c) Price risk Exposure

The Companyâs exposure to price risk arises from investments held and classified in the balance sheet at fair value through other comprehensive income. To manage the price risk arising from investments in equity securities, the Company diversifies its portfolio of assets.

Price sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to equity price risk at the end of the reporting period.

If equity price have been 10% higher/ lower:

- Other comprehensive income for the year ended March 31, 2025 would increase / decrease by '' Nil (for the year ended March 31, 2024: ''Nil) as a result of the changes in fair value of equity investments measured at FVTOCI.

C) Legal and operational risk

i) Legal risk

Legal and operational risk Legal risk

Legal risk is the risk relating to losses due to legal or regulatory action that invalidates or otherwise precludes performance by the end user or its counterparty under the terms of the contract or related netting agreements.

The Company has developed preventive controls and formalised procedures to identify legal risks so that potential losses arising from non-adherence to laws and regulations, negative publicity,etc. are significantly reduced, As at March 31, 2025, there are no material legal cases pending against the Company. The management believes that no substantial liability is likely to arise from these cases.

ii) Operational risk

Operational risk framework is designed to cover all functions and verticals towards identifying the key risks in the underlaying processes. The framework at its core, has the following elements:

1. Documented Operational Risk Management Policy.

2. Well defined Governance Structure.

3. Use of identification and Monltonng tools such as Loss Data âCapture, Key Risk Indicators. BRisk Operation Grading of branches every quarter.

4. Standardized reporting templates . reporting structure and frequency.

The Company has adopted the internationally accepted 3-lines of defence approach to operational risk management.

First line - Field Operations, Central Operation & Product function. Credlt and Internal Control & Quality vertical exercise & also evaluate internal compliance and thereby lay down/calibrates processes & policies for further improvement. Thus, the approach is âBottom-upâ. ensuring acceptance of findings and faster adoption of corrective actions. if any. to ensure mitigation of perceived risks.

Third line - Internal Audit conducts periodic risk-based audits of all functions and process to provide an independent assurance to the Audit Co mm it tee.

46 Ind AS 116 Leases

The Company has leases for office building. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

Note 1: ''273.71 Crores (being the excess of provision required as per IRACP norms and ECL Provision required under INDAS 109) has been recognised as âImpairment Reserveâ in the Balance Sheet. Refer Note 23. and accordingly no additional provision has been created during the year.

Note 2: The loan asset classified in stage III, under standard assets, amounting to ''280.55 Crores pertain to the borrower which has been overdue for more than one year however, in accordance with judicial pronouncement related this asset/ account, the account is not classified as NPA as at March 31, 2025. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to '' 115.04 Crores and Impairment reserve amounting to '' 72.35 Crores as at March 31, 2025.

Note 1: Rs 273.71 Crores (being the excess of provision required as per IRACP norms and ECL Provision required under INDAS 109) has been recognised as âImpairment Reserveâ in the Balance Sheet. Refer Note 23. and accordingly no additional provision has been created during the year.

Note 2: The loan asset classified in stage III, under standard assets, amounting to Rs. 280.36 Crores pertain to the borrower which has been overdue for more than one year however, in accordance with judicial pronouncement related this asset/ account, the account is not classified as NPA as at March 31, 2024. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to Rs. 127.79 Crores and Impairment reserve amounting to Rs. 31.94 Crores as at March 31, 2024.

Note 3: Also refer footnote no. (v) and (vi) to the note no. 8.

(*) unspent amount of current year amounting to Rs 2.83 Crores has been subsequently transferred to the UNSPENT CSR ACCOUNT

(**) The objective of PFSâs CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders.

51 The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

52 During the year ended March 31, 2025, the Company has transferred Rs. 0.16 Crores to Investor Education and Protection Fund (IEPF).

54 The following additional information (other than what is already disclosed elsewhere) is disclosed in terms of amendments dated March 24, 2021 in Schedule

III to the Companies Act 2013 with effect from 1st day of April, 2021:-

a) The title deeds of Immovable properties of the Company are held in the name of the Company.

b) There is no proceeding initiated or pending against the Company during the year for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

c) The Company is not declared wilful defaulter by any bank or financial Institution or any other lenders.

d) Being a systemically important non-banking financial company registered with the Reserve Bank of India as per Reserve Bank of India Act, 1934 (2 of 1934), the provisions prescribed under clause (87) of Section 2 of the companies Act 2013 read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable to the Company.

e) There is no scheme of arrangement which has been approved during the year by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013.

f) There were no transaction that had not been recorded in the books of accounts and surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

g) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

h) The Company does not have borrowings from banks or financial institutions on the basis of security of current assets. The loans are secured by first pari-passu charge on receivables of loan assets by way of hypothecation.

i) The Company being an non-banking finance company, as part of its normal business, grants loans and advances to its customers, other entities and persons ensuring adherence to all regulatory requirements. Further, the company has also borrowed funds from banks, financial institutions in compliance with regulatory requirements in the ordinary course of business other than trascations discribed above, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

The Company has not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

j) All the charges with respect to borrowings have been created in favor of lenders with ROC within statutory timeline during the financial year

FY 2024-25.

k) The Company has not entered into any transactions with the companies struck off under section 248 of the Act or section 560 of the Companies Act, 1956.

l) The Company has not granted loans or advances in the nature of loans to promoters, directors, KMPs and the related parties either severally or jointly with any other person, that are: (a)repayable on demand or (b) without specifying any terms or period of repayment

55 The Code on Social Security 2020 (âthe Codeâ) relating to employee benefits, during the employment and post employment. has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet Issued. The Company will assess the impact of the Code and will give approprjate Impact In the financial statements in the period In which, the Code becomes effective and the related rules to determine the financial impact are published.

56 Pursuant to NCLT order dated July 17, 2023, the Companyâs investment in share capital of the Athena Chhattisgarh Power Ltd (held by Promoters as well as public shareholders and other shareholders) existing as on the Transfer Date other than the Fresh Equity stood cancelled and extinguished without any further act or deed and accordingly investment amounting to Rs. 39.83 Crores was written off during the FY 2023-24 through OCI against which hundred percent provision was made in earlier years (net impact was Rs. Nil). The Company acquired above shares against the outstanding loan under the loan restructuring agreement and thereafter, created 100% provision on such shares as impairment of investment through other comprehensive income (âOCIâ) The allowance of the same in the computation of business income was deliberated with Tax consultant and on confirmation of its eligibility for allowance, the effect was considered at the time of filing of Income Tax return for the FY 2023-24. The allowance of write off of equity of Rs. 39.83 Crores have resulted in lowering of tax provision by Rs. 8.02 Crores and same has been accounted as earlier year taxes in the results for the year ended March 31, 2025.

57 In FY 2022-23, the Company received four show cause notices (SCNs) issued by the Registrar of Companies, NCT of Delhi & Haryana (ROC) under section 149(8), 177(4)(v) & (vii) and 178 of the Companies Act, 2013. For one SCN, the Company filed an application for compounding and same was accepted on December 30, 2024 at compounding fees of Rs. 0.02 Crores. For the remaining three SCNs company has filled petition with the Appellate Authority to set aside the adjudication orders issued by ROC against the SCNs. The Company has made a provision of Rs. 0.06 Crores towards the penalty amount towards the remaining three SCNs and expects no further material financial impact.

58 The Company has received communication dated May 10, 2024 under Section 206(4) of The Companies Act, 2013 from ROC, Delhi NCT & Haryana (ROC) for further information/ comment/ explanation/documents from the company to take the inquiry to a logical conclusion on compliant received from identified third parties in year 2018. The Company has submitted the desired information to ROC on June 29, 2024. No further communication has been received by the company from ROC. The management believes that the matter will be resolved very soon and there will be no material financial impact on the Company.

59 During the previous financial year, the Company had incurred expenses of Rs. 0.39 crore towards legal assistance (in the matter of SCNs issued by SEBI/ RBI) provided to EX-MD & CEO pursuant to the Board decision dated May 18, 2023. Based on the subsequent legal opinion and decision of the Board, the Company has initiated steps including issuing legal notice to EX-MD & CEO. The Company has fully provided provision against the said recoverable amount in its books of account.

60 As at March 31, 2025, for loans under stage I and stage II, the management has determined the value of secured portion on the basis of best available information including book value of assets/projects as per latest available balance sheet of the borrowers, technical and cost certificates provided by the experts and valuation of underlying assets performed by external professionals appointed either by the Company or consortium of lenders. For loan under stage III, the management has determined the value of secured portion on the basis of best available information, including valuation of underlying assets by external consultant/ resolution professional (RP) for loan assets under IBC proceedings, sustainable debt under resolution plan, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. For State Power Utilities, the methodology for PD computation was harmonized based on the past track records of repayment, alignment between external credit rating & MOP rating, and industry experience. The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/assets of borrowers under IBC.

61 (A) As on March 31, 2025, the Company has assessed its financial position, including expected realization of assets and payment of liabilities including

borrowings, and believes that sufficient funds will be available to pay-off the liabilities through availability of High-Quality Liquid Assets (HQLA) and undrawn lines of credit to meet its financial obligations in at least 12 months from the reporting date.

(B) Over the past one year, the Company has made significant improvement in its system and controls and has updated / created the requisite SOPs for the smooth functioning of business processes. It has automated its system for charging penal interest on overdue amount. The security trackers of respective loan accounts are being maintained in the system. Based on the business requirement and internal assessment, if required, the Company endeavors to update / create SOPs.

63 (a) Compliance with audit trail for accounting software

The Company is using an ERP which is internationally reputed, for maintaining its books of account. The ERP software is having an audit trail (edit log) feature, that is enabled at Global settings level, database level and the custom table levels. The audit trail feature is operational throughout the year for all financial transactions recorded in the software. Audit trails are preserved according to statutory record retention requirements.

(b) Previous periodâs/yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current periodâs/yearâs classification / disclosure.

E) Divergence in Asset Classification and Provisioning

a) As per the latest available RBI inspection report, of FY 2023-24 received during FY 2024-25, there is no any instance wherein the RBI has found any divergence in asset classification and provision amount.

b) The additional Gross NPAs identified by RBI/NHB exceeds 5 per cent of the reported Gross NPAs for the reference period.- Not applicable since RBI did not find Divergence in Asset Classification and Provisioning.

Mar 31, 2024

j) Provisions, contingent assets and contingent liabilities

Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

Contingent liability is disclosed for:

â¢ Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

â¢ Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are neither recognised nor disclosed except when realisation of income is virtually certain, related asset is disclosed.

k) Leases

For any new contracts entered into on or after 1 April 2019, the Company considers whether a contract is, or contains a lease. A lease is defined as âa contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for considerationâ.

For leases entered into as a lessee

Recognition and initial measurement

At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease (if any), and any lease payments made in advance of the lease commencement date (net of any incentives received).

Subsequent measurement

The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At lease commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Companyâs incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in statement of profit and loss on a straight-line basis over the lease term.

The Company does not have any leases as a lessor.

l) Financial instruments

A Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Initial recognition and measurement

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs. Subsequent measurement of financial assets and financial liabilities is described below.

Non-derivative financial assets

Subsequent measurement

i. Financial assets carried at amortised cost - a financial asset is measured at the amortised cost if both the following conditions are met:

â¢ The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

â¢ Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest income in the Statement of Profit and Loss.

ii. Investments in equity instruments - Investments in equity instruments which are held for trading are classified as at fair value through profit or loss (FVTPL). For all other equity instruments, the Company makes an irrevocable choice upon initial recognition, on an instrument by instrument basis, to classify the same either as at fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). Amounts presented in other comprehensive income are not subsequently transferred to profit or loss. However, the Company transfers the cumulative gain or loss within equity. Dividends on such investments are recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

iii. Investments in Security Receipts - Investments in security receipts are measured at fair value through profit and loss (FVTPL).

De-recognition of financial assets

Financial assets (or where applicable, a part of financial asset or part of a group of similar financial assets) are derecognised (i.e. removed from the Companyâs balance sheet) when the contractual rights to receive the cash flows from the financial asset have expired, or when the financial asset and substantially all the risks and rewards are transferred. Further, if the Company has not retained control, it shall also derecognise the financial asset and recognise separately as assets or liabilities any rights and obligations created or retained in the transfer.

Non-derivative financial liabilities

Subsequent measurement

Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using the effective interest method. De-recognition of financial liabilities

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Derivative financial instruments and hedge accounting

Initial and subsequent measurement

The Company uses derivative financial instruments to hedge its foreign currency risks and interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit or loss. For the purpose of hedge accounting, hedges are classified as cash flow hedges where Company hedges its exposure to variability in cash flows that is attributable to foreign currency risk and interest rate risk associated with recognised liabilities in the financial statements.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes the Companyâs risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrumentâs fair value in offsetting the exposure to changes in the hedged itemâs cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they continue to be highly effective throughout the financial reporting periods for which they are designated.

Accounting for cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit and loss.

At the time the hedged item affects profit or loss, any gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss and presented as a reclassification adjustment within other comprehensive income.

m) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.

For the purpose of calculating diluted earnings per share, the net profit or loss (interest and other finance cost associated) for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

n) Segment reporting

The Company identifies segment basis the internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are regularly reviewed by the CODM (âchief operating decision makerâ) in deciding how to allocate resources and in assessing performance. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship with the operating activities of the segment.

o) Foreign currency

Functional and presentation currency

Items included in the financial statement of the Company are measured using the currency of the primary economic environment in which the entity operates (âthe functional currencyâ). The financial statements have been prepared and presented in Indian Rupees (INR), which is the Companyâs functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency, by applying the exchange rates on the foreign currency amounts at the date of the transaction. Foreign currency monetary items outstanding at the balance sheet date are converted to functional currency using the closing rate. Nonmonetary items denominated in a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transaction.

Exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from those at which they were initially recorded, are recognized in the Statement of Profit and Loss in the year in which they arise.

p) Government grants

Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions attached to them, and (ii) the grant/subsidy will be received.

Grant or subsidy relates to revenue, it is recognised as income on a systematic basis in profit or loss over the periods necessary to match them with the related costs, which they are intended to compensate.

q) Significant management judgement in applying accounting policies and estimation uncertainty

The preparation of the Companyâs financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the related disclosures. Actual results may differ from these estimates.

Significant management judgements

Recognition of deferred tax assets - The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.

Business model assessment - The Company determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment includes judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed and how the managers of the assets are compensated. The Company monitors financial assets measured at amortised cost that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the Companyâs continuous assessment of whether the business model for which the remaining financial assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business model and so a prospective change to the classification of those assets.

Expected credit loss (âECLâ) - The measurement of expected credit loss allowance for financial assets measured at amortised cost requires use of complex models and significant assumptions about future economic conditions and credit behaviour (e.g. likelihood of customers defaulting and resulting losses). The Company makes significant judgements with regard to the following while assessing expected credit loss:

â¢ Determining criteria for significant increase in credit risk;

â¢ Establishing the number and relative weightings of forward-looking scenarios for each type of product/market and the associated ECL; and

â¢ Establishing groups of similar financial assets for the purposes of measuring ECL.

Provisions - At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different from this judgement.

Significant management estimates

Useful lives of depreciable/amortisable assets - Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

Defined benefit obligation (DBO) - Managementâs estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

Fair value measurements - Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants would price the instrument.

r) Statement of Cash Flows

The above Statement of Cash Flows has been prepared under the indirect method as set out in Ind AS 7 âStatement of Cash Flowsâ as specified in the Companies (Indian Accounting Standards) Rules, 2015, as amended.

s) Dividend on equity shares

The Company recognises a liability to make cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the Companies Act, 2013, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in other equity

t) Borrowing Cost

Borrowing costs, attributable to acquisition and construction of qualifying assets, are capitalised as a part of the cost of such assets up to the date when such assets are ready for its intended use. Other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

u) Material Prior Period Errors

Material prior period errors are corrected retrospectively by restating the comparative amounts for the prior periods presented in which the error occurred. If the error occurred before the earliest period presented, the opening balances of assets, liabilities and equity for the earliest period presented, are restated.

(i) Term loan from bank

Term loans from banks carry interest ranging from 8.70% to 10% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 16 to 48 quarterly instalments. The loans are secured by first pari-passu charge on receivables of loan assets by way of hypothecation (other than assets created/ to be created in favour of specific lenders) so that lenders should have at least 100%/ 111% security coverage on its outstanding loan at all times during the currency of the loan. Refer note No 65.2 (IX) for maturity profile of borrowings

(ii) External commercial borrowings

External Commercial Borrowings (âECBâ) carry interest ranging from O/N SOFR CAS 1.90% p.a during FY23-24. The loan is repayable in 32 equal quarterly instalments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. During the year ended March 31, 2024, repayments of ECB loan have been made amounting to USD 25,00,000 ('' 1,671.75 lakhs).

As at March 31, 2024, the Company had undrawn sanctioned borrowing facilities of '' 15,000 lakhs (March 31, 2023 : '' 30,078 lakhs)

42. Capital

The Company has complied in full with all its externally imposed capital requirements over the reported period.

42.1 Capital management

The capital management objectives of the Company are:

- to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios

- to ensure the ability to continue as a going concern

- to provide an adequate return to shareholders

42.2 Regulatory capital

-Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments are as described below:

a) Security receipts are valued with reference to sale price observable in the market on the basis of external rating provided by credit rating agencies.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.

Trade receivables

Trade receivables measured at amortized cost and credit risk related to these are managed by monitoring the recoverability of such amounts continuously.

Loans

Other financial assets measured at amortized cost

b) Credit risk exposure

b) i) Expected credit loss for loans

A.1 Credit risk measurement

The Company measures credit risk of its exposure using:

(b) External rating: PFS also captures external rating of its borrowers done by RBI approved credit rating agencies like ICRA, CARE, CRISIL and India rating etc.

A.2 Expected credit loss measurement

A.2.1Significant increase in credit risk and credit impaired financial assets

The Company considers a financial instrument to have experienced a significant increase based on the stageing criteria, which is aligned with ECL policy of the Company.

A.2.2Definition of default

The Company defines a financial instrument as in default, if any borrower whose contractual payments are due for more than 90 days, which is in line with RBI guidelines.

A.2.3Explanation of inputs, assumptions and estimation techniques Probability of default (PD) computation model

Probability of Default is the likelihood that the borrower will not be able to meets its obligations as and when it falls due.

Transition Matrix Approach is used for estimation of PD. ICRAâs one-year transition matrix is used as the base probability of default matrix.

Stage 1: 12-month PDs are taken directly from one-year transition matrix and so, Point in Time (PIT) conversion is not done, as it is already giving PIT PDs.

Stage 2: PD for second year onwards is estimated using Matrix Multiplication Approach.

Stage 3: As the accounts classified into stage 3 are non-performing assets so probability of default is assumed to be 100%.

Loss given default (LGD) computation model

Loss Given Default is the percentage of total exposure which the borrower would not be able to recover in case of default.

Workout LGD approach has been used for LGD estimation.

LGD= (Economic loss Cost of Recovery)/EAD

For Stage 2 accounts, annual ECL estimates will be discounted from first year onwards to arrive at the ECL for current year.

As at March 31, 2024, the Company has classified its few loans (financial assets) under stage III criteria, as enumerated in Ind AS 109, and the projects/ assets, underlying such loans are either pending for resolution under Insolvency and Bankruptcy Code (IBC) or under litigation or borrower has defulted in payment beyond 90 days. For measuring expected credit loss (ECL) allowance for loans wherein underlying projects/ assets have been under IBC proceedings, wherever available, the fair value attributable to the secured portion of such loans has been measured based on external evidence i.e. valuation of such projects/ assets as shared by the Resolution Professional (RP), appointed by NCLT under resolution proceedings, with the consortium of creditors, including the Company. The actual outcome in these cases is dependent upon the final settlement by the RP in accordance with IBC framework. For other loans under stage III, the fair value attributable to the secured portion of such loans has been measured based on other evidences, including one time settlement offer from the customer, sustainable debt under resolution plan valuation exercise done either by the consortium of lenders or by the Company, settlement proposals under discussions between the borrowers and the consortium of lenders/ Company.

Basis of calculating loss rates

The following points are considered for stage wise classification of credit exposures:

2. Stage II exposure are exposures which are not considered impaired asset but were classified as âStressed Accountsâ or are flagged as High-Risk Category.

3. All other accounts not meeting the first two criteria are classified as Stage 1 accounts.

Quantitative and qualitative factors considered along with quantification w.r.t loss rates

For computation of loss given default, haircuts on collateral, based on subjective parameters are used.

- Sector/Sub-sector

- Source of Power Generation

- PPA Status

- Constructions Status

A3.1 Collateral and other credit enhancements

Loans are secured by :

i. Hypothecation of assets and/or

ii. Mortgage of property and /or

iii. Trust and retention account and /or

iv. Bank guarantee, Company guarantee, Government guarantee or personal guarantee and / or

v. Assignment of receivables or rights and / or

vi. Pledge of shares and / or

vii. Undertaking to create a security A.4 Loss allowance

The loss allowance recognized in the period is impacted by a variety of factors, as described below:

- Additional allowances for new financial instruments recognised during the period as well as releases for financial instruments de-recognised in the period.

- Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period arising from regular refreshing of inputs to models.

- Financial assets derecognised during the period and write-offs of allowances related to assets that were written off during the period.

The following tables explain the changes in the loss allowance between the beginning and the end of the annual period due to these factors:

c) Price risk Exposure

Price sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to equity price risk at the end of the reporting period.

If equity price have been 10% higher/ lower:

- Other comprehensive income for the year ended March 31, 2024 would increase / decrease by '' Nil (for the year ended March 31, 2023: '' Nil) as a result of the changes in fair value of equity investments measured at FVTOCI.

C) Legal and operational risk

i) Legal risk

Legal and operational risk Legal risk

The Company has developed preventive controls and formalised procedures to identify legal risks so that potential losses arising from non-adherence to laws and regulations, negative publicity, etc. are significantly reduced, As at March 31, 2024, there are no material legal cases pending against the Company. The management believes that no substantial liability is likely to arise from these cases.

ii) Operational risk

Operational risk framework is designed to cover all functions and verticals towards identifying the key risks in the underlaying processes. The framework at its core, has the following elements:

1. Documented Operational Risk Management Policy.

2. Well defined Governance Structure.

3. Use of identification and Monltonng tools such as Loss Data âCapture, Key Risk Indicators. BRisk Operation Grading of branches every quarter.

4. Standardized reporting templates . reporting structure and frequency.

The Company has adopted the internationally accepted 3-lines of defence approach to operational risk management. First line - Field Operations, Central Operation & Product function. Credlt and Internal Control & Quality vertical exercise & also evaluate internal compliance and thereby lay down/calibrates processes & policies for further improvement. Thus, the approach is âBottom-upâ. ensuring acceptance of findings and faster adoption of corrective actions. if any. to ensure mitigation of perceived risks.

Third line - Internal Audit conducts periodic risk-based audits of all functions and process to provide an independent assurance to the Audit Committee.

54 The following additional information (other than what is already disclosed elsewhere) is disclosed in terms of amendments dated March 24, 2021 in Schedule III to the Companies Act 2013 with effect from 1st day of April, 2021:-

a) The title deeds of Immovable properties of the Company are held in the name of the Company.

b) There is no proceeding initiated or pending against the Company during the year for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

c) The Company is not declared wilful defaulter by any bank or financial Institution or any other lenders.

e) There is no scheme of arrangement which has been approved during the year by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013.

f) There were no transaction that had not been recorded in the books of accounts and surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

g) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

j) All the charges with respect to borrowings have been created in favor of lenders with ROC within statutory timeline during the financial year FY 2023-24.

k) The Company has not entered into any transactions with the companies struck off under section 248 of the Act or section 560 of the Companies Act, 1956.

56 (A) (i) (a) On January 19, 2022, the then three independent directors of the Company had resigned mentioning certain lapses in corporate governance

and compliances as stated in respective letters of directors. Accordingly, to address the same, the Company had carried out forensic audit from an Independent CA firm in previous year and had also engaged a professional firm to independently review the issues stated in the forensic audit report with the managementâs responses submitted (including to assess financial implications and any indication towards suspected fraud) on forensic audit report (FAR). The said FAR with management responses had been presented by the management to the Audit Committee as well as to the Board. The Board observed that forensic auditor did not identify any event having material impact on the financials of the Company and had not identified any instance of fraud and/or diversion of funds by the Company. Further, two independent directors on December 2, 2022 had resigned mentioning certain matters which inter alia include the issues raised by the erstwhile independent directors of the Company as stated above, which have been rebutted fully by the Company and submitted its reply to the Stock Exchanges and Reserve Bank of India in reference to the communication in this regard. During the year, as noted in the meeting of Board of Directors held on December 29, 2023 and in the meeting of Independent Directors held on March 11, 2024, (a) there were corporate governance issues related with conducting few meetings with shorter notice and delay in signing and finalization of the few minutes of Audit Committee and Board Meeting, and (b) quality, quantity and timelines of flow of information between the Company and to the Board members was ineffective and inadequate to perform duties, and needs improvement for compliances of directions of the Board and various sub-committees respectively. The Board in its meeting dated May 20, 2024 took note of the action taken by the management for further improvement.

(b) As directed by the RBI (letter dated June 16, 2023), the Board of the Company in its meeting held on June 20, 2023, have resolved that till the appointment of new MD&CEO in place of Dr. Pawan Singh (who has been advised to proceed on leave with immediate effect till his

superannuation) is made, newly appointed Director (Finance) & CFO to take over the functions and responsibilities of the MD&CEO, with immediate effect. Dr. Pawan Singh as MD&CEO had completed his term with the close of business hours on October 2, 2023. The Company is in the process of appointing MD & CEO.

(ii) The Board of Directors has identified some gaps in internal controls, which needs improvement. The company is in process of further strengthening its internal control system wherever gaps were identified w.r.t. system driven interest/ penal interest charging as per approved rates, timely creation of security on the loans given to borrowers, timely invoking of corporate guarantee provided by the borrowers, updation of SOPs, etc.

(iii) In the last quarter of year 2022-23, the Company and its KMPs had received four show cause notices (SCNs) issued by the Registrar of Companies, NCT of Delhi & Haryana (ROC) for non-compliances of the provisions of section 149(8), 177(4)(v) & (vii) and 178 of the Companies Act, 2013 and the Company submitted its replies on March 14 & 17, 2023 and April 24, 2023 denying the non-compliances mentioned in the above stated SCNs. Subsequently, ROC vide its three Adjudication Orders dated June 27, 2023, imposed penalty(s) of Rs 6.40 lakhs on the Company against which Company filed appeals with the Regional Director, Ministry of Corporate Affairs and later on rejoinder was filed on December 28, 2023 and for remaining SCN, the Company filed application for compounding, which are pending. The management believes that there will be no material financial impact of the above matters on the state of affairs of the Company.

(B) (i) Securities and Exchange Board of India (SEBI) through Show Cause Notice (SCN) dated May 08, 2023 to then Managing Director and Chief

Executive Officer (MD & CEO) and Non Executive Chairman (NEC) of the Company, pointed out certain matters of Corporate Governance issues, as raised by the then Independent Directors (as detailed in 5(A)(i)(a) above], under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) read with section 15HB of the SEBI, 1992 read with SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. In this regard the Audit Committee (AC) and the Board of Directors (BOD) noted and took on record in respective meetings held on May 18, 2023 that the above stated SCNs which were issued by SEBI to the then MD & CEO and NEC are in their individual name/capacity (addressed to) and there will be no financial implications/ impact due to these SCNs on the state of affairs of the Company.

In line with Articles of Association, the BOD in its meeting held on May 18, 2023 decided to indemnify the Directors/ KMPs of the Company against any and all liability (including financial liability) which may be imposed upon them on account of statutory/ regulatory action initiated for conduct and actions of such Directors/ KMPs during the course of their discharge of their roles and responsibilities, in the service of the company. During the year, Company had incurred expenses towards legal help provided to;

(a) to then MD&CEO for bills including bills of lawyers/advisorsâ fees amounting to '' 38.76 lakhs including GST incurred in respect to advisory taken by the then MD & CEO in the matter of SCNs issued by SEBI/ RBI.

(b) to NEC for bills including bills of lawyers/advisorsâ fees amounting to '' 10.94 lakhs including GST incurred in respect to advisory taken by the NEC in the matter of SCN issued by SEBI.

In the month of December 2023, management put up a proposal to Board for providing legal help and also authorizing MD&CEO to providing legal help to said officials upto an expenditure of Rs 25 lakhs per annum for aggrieved Directors. While discussing the issue, Board desired to take a legal opinion from a law firm whether the legal expenditure on such cases can be paid particularly when the concerned officials have stated that such notices have been received by them in their individual capacity. Board vide its meeting dated May 18 2023 had allowed the legal help to concerned officials during discharge of their role and responsibility in service of the company. The legal counsel opined that in terms of Articles of Association such payment/ reimbursement can be released once charges are negated. Accordingly, it was informed by the management to the Board that such amount is to be treated as recoverable from the concerned officials. The Board took note of the management submissions. Accordingly, an amount of '' 38.76 lakhs and '' 10.94 lakhs have been shown as recoverable from respective concerned officials as on March 31, 2024. Subsequent to year end, NEC has refunded the entire amount of '' 10.94 lakhs pertaining to his account.

(ii) During the year, the Company paid '' 4.40 lakhs to three independent directors (IDs) being a part of selection committee for conducting the interview of short listed candidates for senior level of the company. Subsequent to the year end, the company realized that so stated âHonorariumâ cannot be paid to IDs without complying the provision of law. Hence, the amount so paid has been reversed and shown as recoverable from IDs as on March 31, 2024. When the issue was brought to the notice of IDs, the amount so paid was refunded back immediately by IDs. As per the opinion obtained by the Company, the IDs refunded the amount within the timeline defined under section 197(9) of the Companies Act. Based on the opinion of the expert, provisions of the section 197(9) has been complied with and Company agrees with the views given by the expert.

57 Pursuant to joining of Director Finance & CFO, from June 14, 2023 to October 2, 2023, the company was having 7 Directors out of which 3 Directors were Independent Directors. As per the provisions of Regulation 17(1)(b) of SEBI LODR, the company should have half of its directors as Independent Directors. Subsequently, on then MD&CEO going on leave till superannuation as per RBI directives w.e.f. June 20, 2023, the functional Board was comprising 6 Directors. Also, the RBI vide its email dated June 28, 2023, had clarified that under no circumstances then MD & CEO shall visit the office or be involved in any operations related to the company, from the date of issue of its letter and then MD & CEO completed his term on October 2, 2023. Regarding the above composition, the same was mentioned in the quarterly Corporate Governance Report submitted to Stock Exchanges. The NSE Ltd. took note of the same as satisfactory vide its email dated August 03 2023.

58 As at March 31, 2024, for loans under stage I and stage II, the management has determined the value of secured portion on the basis of best available information including book value of assets/projects as per latest available balance sheet of the borrowers, technical and cost certificates provided by the experts and valuation of underlying assets performed by external professionals appointed either by the Company or consortium of lenders. For loan under stage III, the management has determined the value of secured portion on the basis of best available information, including valuation of underlying assets by external consultant/resolution professional (RP) for loan assets under IBC proceedings, sustainable debt under resolution plan, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/assets of borrowers under IBC.

59 As on March 31, 2024, the Company has assessed its financial position, including expected realization of assets and payment of liabilities including borrowings, and believes that sufficient funds will be available to pay-off the liabilities through availability of High Quality Liquid Assets (HQLA) and undrawn lines of credit to meet its financial obligations in atleast 12 months from the reporting date.

60 Other expenses for the year ended March 31, 2024 includes '' 1,524.89 lakhs on account of derecognition of financial instrument.

61 The Company had received a communication from Registrar of Companies (ROC) on March 28, 2018, pursuant to complaints received from identified third parties, alleging mismanagement in the Companyâs operations. The Company had submitted its reply dated April 18, 2018, after discussion with the audit committee, and denied all allegations and regarded them as frivolous attempt made by such identified third parties. Company received another letter dated September 24, 2021 u/s 206(4) of the Companies Act, 2013 from Office of Registrar of Companies, Ministry of Corporate affairs initiating inquiry and seeking specified information/documents, primarily related to the period up to FY 2018-19. The Company has submitted the reply, with requisite information/ documents, in response to the letter on October 22, 2021.

Further, in respect of the above stated matter, subsequent to the year ended March 31,2024, the Company has received Order dated May 10, 2024 under Section 206(4) of The Companies Act, 2013 from ROC, Delhi NCT & Haryana (ROC) and its four directors and company secretary were addressed to. As per the Order, based on Companyâs replies submitted on October 22, 2021 and along with various other information, which is available with their office, the inquiry officer/ inspector has found out various discrepancies, objections, and prima facie contraventions of the various provisions of the Companies Act 2013, in reference to which the ROC has asked for information/ comment/ explanation/documents to take the inquiry to a logical conclusion. The Company is in process of submitting the desired requirements of the ROC and the management believes that there will be no material financial impact of the above matters on the state of affairs of the Company on final conclusion of the above stated matter by the ROC.

Material accounting policies

See accompanying notes forming part of the standalone financial statements 3-65

As per our report of even date For and on behalf of the Board of Directors

For Lodha & Co LLP

Chartered Accountants

ICAI firm registration. 301051E/E300284

Sd/- Sd/- Sd/-

Gaurav Lodha Mahendra Lodha Rajib Kumar Mishra

Partner Director Finance and CFO Chairman and Non-Executive Director

M. No. 507462 DIN: 01295859 DIN: 6836268

Sd/-

Shweta Agrawal

Company Secretary M. No.14148

Place : New Delhi Place : New Delhi

Date : May 30, 2024 Date : May 30, 2024

Mar 31, 2023

Derivative financial instruments

The Company enters into derivative transcations for risk management purposes. The Company has various derivative (i.e. cross currency interest rate swaps, call spread and cap spread options) contract which are entered into as an economic hedge for foreign currency and interest rate risks of the Company. The Company has designated cross currency swap contracts under cash flow hedge relationship and hedge accounting has been done. The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts. The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk or credit risk.

Hedging activities and derivatives

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk. Currency and interest rate swap contract meets the hedge accounting criteria as per ageing Ind AS 109 and has been accounted as cash flow hedge. The Company has designated this contract in cash flow hedge relationship from January 1, 2019.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessment to ensure that an economic relationship exists between the hedged item and hedging instrument.

For derivative contracts, hedge effectiveness is measured using hypothetical derivative method. Ineffectiveness is measured by comparing the change in the fair value of the actual derivative i.e. currency and interest rate swap contracts designated as the hedging instrument and the change in the fair value of a hypothetical derivative representing the hedged item i.e. foreign currency loan. Hypothetical derivative matches the critical terms i.e. maturity date, currency and amount of foreign currency loan. The fair value of actual and hypothetical derivatives are represented by mark to market valuation obtained by the Company from the respective authorised dealers.

5.2 Derivatives not designated as hedging instruments

The Company uses currency and interest rate swaps and Call and Cap spread options to manage its interest rate risk and currency risk arising from USD denominated borrowings. The currency and interest rate call and cap spread options are not designated in a hedging relationship and valued based on the mark to market valuation received from the authorised dealers. The change in fair value of these contracts (mark to market) has been recognised in the Statement of Profit or Loss.

(i) All amounts are short-term. The net carrying amount of trade receivables is considered a reasonable approximation of their fair value.

(ii) No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

(iii) '' 370.46 lakhs is receivable from state power utility for supply of wind power and no impairment has been considered since it is state government Company.

(ii) Investments acquired through invocation of pledge shares (collaterals) has not been considered as an investment.

(iii) As per Master Restructuring Agreement (MRA) approved by NCLAT on March 02, 2022, shares of Adhunik Power were reduced from 81,80,000 nos equity shares to 12,27,000 nos. equity shares (i.e. 85% reduction) during the current year. Accordingly an amount of '' 696.42 lakhs have been written of through OCI against the provision made in earlier years (net impact is '' Nil)

*The Company and its Holding Company (PTC India Limited) had signed an agreement in March, 2017 for acquisition of land (share of 50% each) situated at Greater Noida Expressway, Noida, Uttar Pradesh to be used for construction of office building of PTC Group. Accordingly, the Company deposited its share of 50% of the transfer charges of ''1,025.79 lakhs with Yamuna Expressway Industrial Development Authority (YEIDA) for transfer of the land. Subsequently, YEIDA cancelled the approval for transfer and forfeited the transfer charges deposited, citing the reason as delay in registration, however, the delay was not attributable to the Company. The Company has filed an appeal before Principal Secretary, Urban Development, Government of UP as per directions of Allahabad High Court for retrieving the forfeited amount.

During the previous year the company had received an amount of '' 500 lakhs from ICICI bank which was given as an advance towards purchase of land.

(i) Infrastructure bonds

17,991 (March 31, 2022: 18,450) privately placed 9.15% secured redeemable non-convertible long-term infrastructure bonds of '' 5,000 each (Infra Series 2) amounting to '' 899.55 lakhs (March 31, 2022: '' 922.50 lakhs) allotted on March 30, 2012 redeemable at par in 5 to 15 years commencing from March 30, 2017 are secured by way of first charge on the receivables of the assets created from the proceeds of infrastructure bonds and other unencumbered receivables of the Company to provide the 100% security coverage. During the year, the company has repaid '' 22.95 lakhs (March 31, 2022: '' 9,997.05 lakhs) under maturity of Options I and II and buyback scheme exercised by eligible holders of infrastructure bonds of Options III and IV in FY2021-22 as per terms of Infra Series 2.

(ii) Debentures

NIL (March 31, 2022: 1,500) privately placed 9.80% secured redeemable non-convertible debentures of '' NIL each (March 31, 2022: 2,00,000 each) (Series 5) amounting to '' NIL (March 31, 2022: '' 3,000.00 lakhs) were allotted on June 16, 2015 redeemable at par in five equal annual instalments commencing from June 12, 2018. The debentures were fully repaid on time during FY 22-23.

Series 5 debentures were secured by way of first ranking exclusive charge by way of hypothecation of the identified receivables of the Company comprising asset cover of at least 100% of the amount of the Debentures.

Nil (March 31, 2022: 900) privately placed 10.50% secured redeemable non-convertible debentures of '' NIL each (March 31, 2022: '' 166,667 each) (Series 3) amounting to '' NIL (March 31, 2022: '' 1,500.00 lakhs) were allotted on January 27, 2011 redeemable at par in six equal annual instalments commencing from January 26, 2018. The debentures were fully repaid on time during FY 22-23.

Series 3 debentures were secured by way of mortgage of immovable building and exclusive first charge by way of hypothecation of the receivables of the loan assets created from the proceeds of respective debentures. Further, the same have also been secured by pari-passu charge by way of hypothecation of the receivables of loan assets created by the Company out of its own sources which are not charged to any other lender of the Company to the extent of 125% of debentures.

2,135 (March 31, 2022: 2,135) privately placed 9.62% secured redeemable non-convertible debentures of '' 340,000 each (March 31, 2022 : '' 340,000 each) (Series 4) amounting to '' 7,259.00 lakhs (March 31, 2022 : '' 7,259.00 lakhs) were allotted on June 03, 2015 redeemable at par in 3 tranches divided in 33% of face value on May 28, 2019, 33% of face value on May 28, 2021 and balance 34% of face value on May 28, 2025.

#Net of Ind AS adjustments in respect of transaction costs at Effective Interest Rate (EIR) amounting to '' 40.89 lakhs (March 31, 2022: '' 59.49 lakhs).

(i) Term loan from bank

Term loans from banks carry interest ranging from 7.35% to 9.10% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 20 to 48 quarterly instalments. The loans are secured by first pari-passu charge on receivables of loan assets by way of hypothecation (other than assets created/ to be created in favour of specific lenders) so that lenders should have at least 100%/ 111% security coverage on its outstanding loan at all times during the currency of the loan. at all times during the currency of the loan at all times during the currency of the loan. Refer note No 65.2 (IX) for maturity profile of borrowings

(ii) External commercial borrowings

External Commercial Borrowings (âECBâ) carry interest ranging from 3 months LIBOR 1.90% to LIBOR 3.10% p.a during FY22-23. The loans are repayable in 32 equal quarterly instalments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. During the year ended March 31, 2023, repayments of ECB loans have been made amounting to USD 11,756,952 ('' 8,743.32 lakhs).

As at March 31, 2023, the Company had undrawn sanctioned borrowing facilities of '' 30,078 lakhs (March 31, 2022 : '' 1,63,500 lakhs).

Defined benefit plans:

The Company has following defined benefit plans for its employees

- Gratuity: The Company has a defined benefit gratuity plan. Every employee is entitled to gratuity as per the provisions of the Payment of Gratuity Act, 1972. The liability of Gratuity is recognized on the basis of actuarial valuation.

- Post-Retirement Medical Benefit: The Company operates post-employment medical benefits scheme. The liability is recognised on the basis of actuarial valuation.

42. Capital

The Company has complied in full with all its externally imposed capital requirements over the reported period.

42.1 Capital management

The capital management objectives of the Company are:

- to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios

- to ensure the ability to continue as a going concern

- to provide an adequate return to shareholders

42.2 Regulatory capital

-Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments are as described below:

a) Security receipts are valued with reference to sale price observable in the market on the basis of external rating provided by credit rating agencies.

A) Credit risk

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.

Trade receivables

Trade receivables measured at amortized cost and credit risk related to these are managed by monitoring the recoverability of such amounts continuously.

Loans

Other financial assets measured at amortized cost

b) Credit risk exposureb) ii) Expected credit loss for loansA.1 Credit risk measurement

The Company measures credit risk of its exposure using:

(b) External rating: PFS also captures external rating of its borrowers done by RBI approved credit rating agencies like ICRA, CARE, CRISIL and India rating etc.

These two together helps the Company in better monitoring of its borrowers. The stageing criteria for ECL computation is also driven by these two criteria. Stageing of an account gets impacted by taking into consideration both internal rating and external rating.

A.2 Expected credit loss measurementA.2.1 Significant increase in credit risk and credit impaired financial assets

The Company considers a financial instrument to have experienced a significant increase based on the stageing criteria, which is aligned with ECL policy of the Company.

A.2.2 Definition of default

The Company defines a financial instrument as in default, if any borrower whose contractual payments are due for more than 90 days, which is in line with RBI guidelines.

A.2.3 Explanation of inputs, assumptions and estimation techniques Probability of default (PD) computation model

Probability of Default is the likelihood that the borrower will not be able to meets its obligations as and when it falls due.

Transition Matrix Approach is used for estimation of PD. ICRAâs one-year transition matrix is used as the base probability of default matrix.

Stage 1: 12-month PDs are taken directly from one-year transition matrix and so, Point in Time (PIT) conversion is not done, as it is already giving PIT PDs.

Stage 2: PD for second year onwards is estimated using Matrix Multiplication Approach.

Stage 3: As the accounts classified into stage 3 are non-performing assets so probability of default is assumed to be 100%.

Loss given default (LGD) computation model

Loss Given Default is the percentage of total exposure which the borrower would not be able to recover in case of default.

Workout LGD approach has been used for LGD estimation.

LGD= (Economic loss Cost of Recovery)/EAD

For Stage 2 accounts, annual ECL estimates will be discounted from first year onwards to arrive at the ECL for current year.

As at March 31, 2023, the Company has classified its few loans (financial assets) under stage III criteria, as enumerated in Ind AS 109, and the projects/ assets, underlying such loans are either pending for resolution under Insolvency and Bankruptcy Code (IBC) or under litigation or borrower has defulted in payment beyond 90 days. For measuring expected credit loss (ECL) allowance for loans wherein underlying projects/ assets have been under IBC proceedings, wherever available, the fair value attributable to the secured portion of such loans has been measured based on external evidence i.e. valuation of such projects/ assets as shared by the Resolution Professional (RP), appointed by NCLT under resolution proceedings, with the consortium of creditors, including the Company. The actual outcome in these cases is dependent upon the final settlement by the RP in accordance with IBC framework. For other loans under stage III, the fair value attributable to the secured portion of such loans has been measured based on other evidences, including one time settlement offer from the customer, sustainable debt under resolution plan valuation exercise done either by the consortium of lenders or by the Company, settlement proposals under discussions between the borrowers and the consortium of lenders/ Company.

Basis of calculating loss rates

The following points are considered for stage wise classification of credit exposures:

2. Stage II exposure are exposures which are not considered impaired asset but were classified as âStressed Accountsâ or are flagged as High-Risk Category.

3. All other accounts not meeting the first two criteria are classified as Stage 1 accounts.

Quantitative and qualitative factors considered along with quantification w.r.t loss rates

For computation of loss given default, haircuts on collateral, based on subjective parameters are used.

- Sector/Sub-sector

- Source of Power Generation

- PPA Status

A.2.4 Forward looking information incorporated in ECL models

These shock factors were then added to the base PD term structure, which is arrived using the matrix multiplication technique, thereby creating four different PD term structures for the four Scenarios. These shocked PDs are used to compute lifetime ECL for stage 1 and stage 2 accounts.

A.4 Loss allowance

The loss allowance recognized in the period is impacted by a variety of factors, as described below:

- Additional allowances for new financial instruments recognised during the period as well as releases for financial instruments de-recognised in the period.

- Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period arising from regular refreshing of inputs to models.

- Financial assets derecognised during the period and write-offs of allowances related to assets that were written off during the period.

The following tables explain the changes in the loss allowance between the beginning and the end of the annual period due to these factors:

A.6 Write off policy

i) Expected credit losses for financial assets other than loans

Company provides for expected credit losses on financial assets other than loans by assessing individual financial instruments for expectation of any credit losses:

- For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset.

B) Liquidity risk

The tables below analyse the financial assets and liabilities of the Company into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

Note: To address the risk of mismatch between pay-out of liabilities and realisation of assets in next one year, the Company had undrawn sanctioned borrowing facilities of '' 30,078 Lakhs

C) Market Risk a) Foreign currency risk

c) Price risk Exposure

Price sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to equity price risk at the end of the reporting period.

If equity price have been 10% higher/ lower:

- Other comprehensive income for the year ended March 31, 2023 would increase / decrease by '' Nil (for the year ended March 31, 2022: '' Nil) as a result of the changes in fair value of equity investments measured at FVTOCI.

C) Legal and operational riski) Legal risk

Legal and operational risk Legal risk

The Company has developed preventive controls and formalised procedures to identify legal risks so that potential losses arising from non-adherence to laws and regulations, nagative publicity,etc. are significantly reduced, As at March 31, 2023, there are no material legal cases pending against the Company. The management believes that no substamlal liability Is likely to arise from these cases.

ii) Operational risk

Operational risk framework is designed to cover all functions and verticals towards identifying the key risks In the underlaying processes. The framework at its core, has the following elements:

1. Documented Operational Risk Management Policy.

2. Well defined Governance Structure.

3. Use of identification and Monltonng tools such as Loss Data âCapture, Key Risk Indicators. BRisk Operation Grading of branches every quarter.

4. Standardized reporting templates . reporting structure and frequency.

The Company has adopted the internationally accepted 3-lines of defence approach to operational risk management.

First line - Field Operations, Central Operation & Product function. Credlt and Internal Control & Quality vertical exercise & also evaluate internal compliance and thereby lay down/calibrates processes & policies for further improvement. Thus, the approach is âBottom-upâ ensuring acceptance of findings and faster adoption of corrective actions. if any to ensure mitigation of perceived risks.

Second line - Independent risk management vertical supports the first line in providing deep analytics insights. Influencing risk mitigation strategies and provides oversight through regular monitoring. All key risks are presented to the Risk Management Committee on a quarterly basis. Third line - Internal Audit conducts periodic risk-based audits of all functions and process to provide an independent assurance to the Audit Committee.

46 Ind AS 116 Leases

(a) The weighted average incremental borrowing rate applied to lease liabilities recognised was 8.11%. (previous year 10.24%)

The loan asset classified in stage III, under standard assets, amounting to '' 29,292.51 lakhs pertain to the borrower which has been overdue for more than one year however, in accordance with judicial pronouncement related this asset/ account, the account is not classified as NPA as at March 31, 2023. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to '' 4,361.38 lakhs and Impairment reserve amounting to '' 6,051.01 lakhs as at March 31, 2023.

One of the loan asset classified in stage III under loss category , amounting to '' 23,942.79 lakhs, pertain to the borrower which is classified as NPA on Feb 02, 2022 after completion of resolution plan and declaration of such asset as âFraudâ to RBI in Feb, 2022. However, for presentation in the table above,

The loan asset classified in stage III, under standard assets, amounting to '' 33,213 lakhs pertain to the borrower which has been overdue for more than one year however, in accordance with judicial pronouncement related this asset/ account, the account is not classified as NPA as at March 31, 2022. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to '' 4,063 lakhs and Impairment reserve amounting to '' 6,789 lakhs as at March 31, 2022.

One of the loan asset classified in stage III under doubtfull 1 to 3 years, amounting to '' 23,069 lakhs, pertain to the borrower which is classified as NPA on Feb 02, 2022 after completion of resolution plan and declaration of such asset as âFraudâ to RBI in Feb, 2022. However, for presentation in the table above, the categorisation is done based on actual dates since the account became overdue from December 1, 2018. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to '' 9,400 lakhs and Impairment reserve amounting

to '' 13,669 lakhs as at March 31, 2022.

a) The title deeds of Immovable properties of the Company are held in the name of the Company.

b) There is no proceeding initiated or pending against the Company during the year for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

c) The Company is not declared wilful defaulter by any bank or financial Institution or any other lenders.

d) The Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act.

e) There is no scheme of arrangement which has been approved during the year by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013.

f) There were no transaction that had not been recorded in the books of accounts and surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

g) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

j) All the charges with respect to borrowings have been created in favor of lenders with ROC within statutory timeline during the financial year FY 202223. Further satisfaction of charges for certain borrowings which were duly repaid to lenders are due for satisfaction with ROC as at March 31, 2023.

k) The Company has not entered into any transactions with the companies struck off under section 248 of the Act or section 560 of the Companies Act, 1956.

55 The Code on Social Security 2020 (âthe Codeâ) relating to employee benefits, during the employment and post employment has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet Issued. The Company will assess the impact of the Code and will give approprjate Impact In the financial statements in the period In which, the Code becomes effective and the related rules to determine the financial impact are published.

56 (a) On January 19, 2022, three independent directors of the Company had resigned mentioning lapses in corporate governance and compliance. To address

the issues raised by independent directors who had resigned, on November 4, 2022, the forensic auditor appointed by the Company, submitted its forensic audit report (FAR). The Company engaged a reputed professional services firm to independently review the managementâs response submitted in FAR and documents supporting such response and commenting on such observations, including financial implications and any indication towards suspected fraud. The managementâs responses and remarks of professional services firm, together with report of forensic auditor, had been presented by the management to the Board in its meeting held on November 7, 2022 and November 13, 2022 and Board observed that forensic auditor has not identified any event having material impact on the financials of the Company and has not identified any instance of fraud and/or diversion of funds by the Company. Presently communications /correspondences is going on with SEBI, Stock exchanges, RBI and ROC on the matters stated in resignation letters referred above and/or the Forensic audit report. Pursuant to the direction of RBI vide its letter dated January 6 ,2023, Board of directors of the Company in its meeting held on February 3 ,2023 has revisited the findings of the FAR and again took on record that the forensic auditor had not identified any event having material impact on the financials of the Company and also have not identified any instances of fraud and diversion of funds by the Company and/or by its employees. Registrar of Companies, Ministry of Corporate Affairs, NCT of Delhi & Haryana (ROC) has issued four show-cause notices (SCNs) dated February 14, 2023 and February 16, 2023 (read with note no. 58 below) to the Company and its KMPs for non compliances of the provisions of section 149(8), 177(4)(v) & (vii) and 178 of the Companies Act, 2013 and the Company has submitted its replies on March 14 & 17, 2023 and April 24, 2023 denying the non-compliances mentioned in above SCNs and has prayed to the ROC for withdrawal of these SCNs which is pending.The management believes that there will be no material financial impact of these on the state of affairs of the Company.

(b) Post resignation of ex-independent directors (as stated above), the Company has not been able to comply with the various provisions of Companies Act, 2013 related to constitution of committees of the Board and timely conduct of their meetings during the period January 19, 2022 to till July 15, 2022 (except the Audit Committee and NRC duly constituted on April 6, 2022), read with note no. 56(a) above.The management believes that there will be no material financial impact due to fines/penalties arising from such process.

(c) Two independent directors of the Company in their resignation letters, each dated December 2, 2022 raised certain matters which includes, the issues raised by the erstwhile independent directors of PFS (who resigned on January 19, 2022). The Company has rebutted these fully and submitted its reply with the stock exchanges and Reserve Bank of India and in this regard presently communications/correspondences is going on and the management believes that there will be no material financial impact of these on the state of affairs of the Company.

(d) The certain pending minutes of meetings of audit committee and IT strategy commitee held since April 8, 2022 till November 14,2022 have been finalized by Company, basis recordings/videos of such meeting and in this regard a certificate from an external legal expert has been taken on record. Further, these minutes have been signed by the current chairman(s) of the respective committees.Company believes that the relevant provisions of Companies Act,2013 have been complied with and there will be no material impact on state of affairs of the Company.

e) Securities and Exchange Board of India (SEBI) has sent a Show Cause Notice (SCN) dated May 08,2023 to Managing Director and Chief Executive Officer (MD & CEO) and Non-Executive Chairman of the Company, on matters of Corporate Governance Issues raised by Independent Directors who resigned on January 19, 2022 and December 2, 2022, as detailed in (a) & (c) above, under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) read with section 15HB of the SEBI, 1992 read with SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995.In this regard the Audit Committee and the Board of Directors have noted and taken on record that the above stated SCN which issued by SEBI to the MD & CEO and Non-Executive Chairman , is in their individual name/capacity ( addressed to ) . Presently, as informed, MD & CEO and the Non-Executive Chairman both are in the process of preparing replies (also in process of compiling all required data / records / information/ details). The Company believes that the issues raised in SCN will be resolved on submission of detailed evidence/ information/ replies/ details by the MD & CEO and the Non-Executive Chairman and there will be no financial implications/ impact on this account on the state of affairs of the Company and the same has been noted and taken on record by the Audit Committee and Board of Directors in their respective meetings held on May 18, 2023.

57 As at March 31, 2023, for loans under stage I and stage II, the management has determined the value of secured portion on the basis of best available information including book value of assets/projects as per latest available balance sheet of the borrowers, technical and cost certificates provided by the experts and valuation of underlying assets performed by external professionals appointed either by the Company or consortium of lenders. For loan under stage 3, the management has determined the value of secured portion on the basis of best available information, including valuation of underlying assets by external consultant/resolution professional (RP) for loan assets under IBC proceedings,sustainable debt under resolution plan, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/assets of borrowers under IBC.

58 The Company had received a communication from ROC on March 28, 2018, pursuant to complaints received from identified third parties, alleging mismanagement in the Companyâs operations. The Company had submitted its reply dated April 18, 2018, after discussion with the audit committee, and denied all allegations and regarded them as frivolous attempt made by such identified third parties. Company received another letter dated September 24, 2021 u/s 206(4) of the Companies Act, 2013 from Office of Registrar of Companies, Ministry of Corporate affairs initiating inquiry and seeking specified information/documents, primarily related to the period upto FY 2018-19. The Company has submitted the reply, with requisite information/documents, in response to the letter on October 22, 2021.In this regard correpondances with ROC is going on and management believes that there will no material impact on final closer inquiry by ROC.

59 As on March 31, 2023, the Company has assessed its financial position, including expected realization of assets and payment of liabilities including borrowings, and believes that sufficient funds will be available to pay-off the liabilities through availability of High Quality Liquid Assets (HQLA) and undrawn lines of credit to meet its financial obligations in atleast 12 months from the reporting date.

60 Disclosures pursuant to Master Direction - Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 in terms of RBI circular R BI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 dated September 24, 2021:

Particulars	During the year ended March 31, 2023
Details of loans not in default that are transferred or acquired	-
Details of Stressed loans transferred or acquired	-

61 Previous year, other comprehensive income includes profit (net of tax) amounting to '' 795.64 lakhs by selling 21,904,762 nos. of equity shares of M/s Patel Engineering Limited which were acquired as a part of one time settlement of loan of M/s Dirang Energy Pvt. Ltd.

62 On November 12, 2021, the Reserve Bank of India (âRBIâ) had issued circular no. RBI/2021-2022/125 DOR.STR. REC.68/21.04.048/2021-22, requiring changes to and clarifying certain aspects of Income Recognition, Asset Classification and Provisioning norms (âIRACP normsâ) pertaining to Advances. On February 15, 2022, the RBI had issued another circular no. RBI/2021-2022/158 DOR.STR.REC.85/21.04.048/2021-22 providing time till September 30, 2022. Same has been implemented by the company and there is no financial impact in FY 2022-23.

63 Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current periodâs classification / disclosure. The audited standalone financial statements of the Company for the year ended 31^st March 2022 were audited by the predecessor auditor who expressed modified opinion vide their report dated 16^th November, 2022.

D) Breach of covenant

The company is required to provide certain financial information on the basis of audited financial to banks and ECB lenders. Since the annual financial of the company was approved on November 16, 2022, there was a delay in sharing the required information with banks and ECB lenders

E) Divergence in Asset Classification and Provisioning

a) As per the latest available RBI inspection report, there is no any instance wherein the RBI has found any divergence in asset classification and provision amount.

b) the additional Gross NPAs identified by RBI/NHB exceeds 5 per cent of the reported Gross NPAs for the reference period. - Not applicable since RBI did not find Divergence in Asset Classification and Provisioning.

Mar 31, 2022

*The Company and its Holding Company (PTC India Limited) had signed an agreement in March, 2017 for acquisition of land (share of 50% each) situated at Greater Noida Expressway, Noida, Uttar Pradesh to be used for construction of office building of PTC Group. Accordingly, the Company deposited its share of 50% of the transfer charges of Rs.1,025.79 lakhs with Yamuna Expressway Industrial Development Authority (YEIDA) for transfer of the land. Subsequently, YEIDA cancelled the approval for transfer and forfeited the transfer charges deposited, citing the reason as delay in registration, however, the delay was not attributable to the Company. The Company has filed an appeal before Principal Secretary, Urban Development, Government of UP as per directions of Allahabad High Court for retrieving the forfeited amount.

Presently, the matter is pending before Principal Secretary, Government of UP. As the Company had cancelled the land deal, as a matter of abundant caution, a provision against the amount deposited with YEIDA was created in the last year i.e. FY 2020-21, During the current year the company has received an amount of Rs 500 lakhs from ICICI bank which was given as an advance towards purchase of land.

(i) Commercial paper

Commercial paper NIL (March 31,2021 : Rs 29,474.58 Lakhs) are unsecured and privately placed and carries interest of 7.60% p.a. Repayable in a bullet payment at the end of 12 months from date of disbursement i.e. June 29, 2020.

(ii) Infrastructure bonds

18,450 (March 31,2021: 218,391) privately placed 8.93%/9.15% secured redeemable non-convertible long-term infrastructure bonds of Rs 5,000 each (Infra Series 2) amounting to Rs 922.50 lakhs (March 31,2021: Rs 10,919.55 lakhs) allotted on March 30, 2012 redeemable at par in 5 to 15 years commencing from March 30, 2017 are secured byway of first charge on the receivables of the assets created from the proceeds of infrastructure bonds and other unencumbered receivables of the Company to provide the 100% security coverage. During the year, the company has repaid Rs 9997.05 lakhs (March 31,2021: Rs 154.10 lakhs) under maturity of Options I and II and buyback scheme exercised by eligible holders of infrastructure bonds of Options III and IV in FY2021-22 as per terms of Infra Series 2.

(iii) Debentures

1,500 (March 31,2021: 1,500) privately placed 9.80% secured redeemable non-convertible debentures of Rs 200,000 each (March 31,

2021: 4,00,000 each) (Series 5) amounting to Rs 3,000.00 lakhs (March 31,2021: Rs 6,000.00 lakhs) were allotted on June 16, 2015 redeemable at par in five equal annual instalments commencing from June 12, 2018

Series 5 debentures are secured by way of first ranking exclusive charge by way of hypothecation of the identified receivables of the Company comprising asset cover of at least 100% of the amount of the Debentures

900 (March 31,2021: 900) privately placed 10.50% secured redeemable non-convertible debentures of Rs 166,667 each (March 31,2021: Rs 333,333 each) (Series 3) amounting to Rs 1,500.00 lakhs (March 31, 2021: Rs 3,000.00 lakhs) were allotted on January 27, 2011 redeemable at par in six equal annual instalments commencing from January 26, 2018.

Series 3 debentures are secured by way of mortgage of immovable building and exclusive first charge by way of hypothecation of the receivables of the loan assets created from the proceeds of respective debentures. Further, the same have also been secured by pari-passu charge by way of hypothecation of the receivables of loan assets created by the Company out of its own sources which are not charged to any other lender of the Company to the extent of 125% of debentures.

2,135 (March 31, 2021: 2,135) privately placed 9.62% secured redeemable non-convertible debentures of Rs 340,000 each (March 31, 2021 : Rs 670,000 each) (Series 4) amounting to Rs 7,259.00 lakhs (March 31,2021 : Rs 14,304.50 lakhs) were allotted on June 03, 2015 redeemable at par in 3 tranches divided in 33% of face value on May 28, 2019, 33% of face value on May 28, 2021 and balance 34% of face value on May 28, 2025.

#Net of Ind AS adjustments in respect of transaction costs at Effective Interest Rate (EIR) amounting to Rs. 59.49 lakhs (March 31, 2021: Rs 89.83 lakhs)

(i) Term loan from bank

Term loans from banks carry interest ranging from 6.95% to 8.55% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 12 to 48 quarterly instalments. The loans are secured by first pari-passu charge on receivables of loan assets by way of hypothecation (other than assets created/ to be created in favour of specific lenders) so that lenders should have at least 100%/ 111% security coverage on its outstanding loan at all times during the currency of the loan.

(ii) Term loan from financial institution

Loan from financial institution NIL (March 31, 2021: Rs 30,000.00 Lakhs) carries interest of 6.75% p.a. The loan is repayable in a bullet payment at the end of 12 months from date of disbursement. The loan is secured by first pari-passu charge over entire receivables (excluding receivables specifically charged to other lenders)/ book debts of company covering 100% of the principal outstanding loan at any

(iii) External commercial borrowings

External Commercial Borrowings ("ECB") carry interest ranging from 3 months LIBOR 1.90% to LIBOR 3.10% p.a. The loans are repayable in 32/36 equal quarterly instalments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. During the year ended March 31,2022, four quarterly repayments of ECB loans have been made amounting to USD 11,638,888 (Rs 8,504.05 lakhs).

(i) Terms /rights aattached to equity shares:

Each holder of equity shares is entitled to one vote per share and ranks pari passu. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

41. Capital

The Company has complied in full with all its externally imposed capital requirements over the reported period.

41.1 Capital management

The capital management objectives of the Company are:

- to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios

- to ensure the ability to continue as a going concern

- to provide an adequate return to shareholders

41.2 Regulatory capital

As contained in RBI Master Directions - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (hereinafter referred to as âRBI Master Directionsâ), the Company is required to maintain a capital ratio consisting of Tier I and Tier II capital not less than 15% of its aggregate risk weighted assets on-balance sheet and of risk adjusted value of off- balance sheet items. Out of this, Tier I capital shall not be less than 10%. The BoDs regularly monitors the maintenance of prescribed levels of Capital RiskAdjusted Ratio (CRAR). Further, the Company also ensures compliance of guidelines on âCapital Restructuring of Central Public Sector Enterprisesâ issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Department of Public Enterprises in respect of issue of bonus shares, dividend distribution, buy back of equity shares etc.

-Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments are as described below:

a) Security receipts are valued with reference to sale price observable in the market on the basis of external rating provided by credit rating agencies.

A) Credit risk

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.

Trade receivables

Trade receivables measured at amortized cost and credit risk related to these are managed by monitoring the recoverability of such amounts continuously.

Loans

Credit risk related to borrower''s are mitigated by considering collateral''s from borrower''s. The Company closely monitors the credit-worthiness of the borrowers through internal systems and project appraisal process to assess the credit risk and define credit limits of borrower, thereby, limiting the credit risk to pre-calculated amounts. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures. The Company assesses increase in credit risk on an ongoing basis for loan receivables amounts that become past due and default is considered to have occurred when amounts receivable become one year past due.

Other financial assets measured at amortized cost

b) Credit risk exposure

b) i) Expected credit loss for loans

A.1 Credit risk measurement

The Company measures credit risk of its exposure using:

(b) External rating: PFS also captures external rating of its borrowers done by RBI approved credit rating agencies like ICRA, CARE, CRISIL and India rating etc.

A.2 Expected credit loss measurement

A.2.1 Significant increase in credit risk and credit impaired financial assets

The Company considers a financial instrument to have experienced a significant increase based on the stageing criteria, which is aligned with ECL policy of the Company.

A.2.2 Definition of default

The Company defines a financial instrument as in default, if any borrower whose contractual payments are due for more than 90 days, which is in line with RBI guidelines.

^A.².³ Explanation of inputs, assumptions and estimation techniques Probability of default (PD) computation model

Probability of Default is the likelihood that the borrower will not be able to meets its obligations as and when it falls due.

Transition Matrix Approach is used for estimation of PD. ICRAâs one-year transition matrix is used as the base probability of default matrix.

Stage 1: 12-month PDs are taken directly from one-year transition matrix and so, Point in Time (PIT) conversion is not done, as it is already giving PIT PDs.

Stage 2: PD for second year onwards is estimated using Matrix Multiplication Approach.

Stage 3: As the accounts classified into stage 3 are non-performing assets so probability of default is assumed to be 100%.

Loss given default (LGD) computation model

Loss Given Default is the percentage of total exposure which the borrower would not be able to recover in case of default.

Workout LGD approach has been used for LGD estimation.

LGD= (Economic loss Cost of Recovery)/EAD

As at March 31,2022, the Company has classified its few loans (financial assets) under stage III criteria, as enumerated in Ind AS 109, and the projects/ assets, underlying such loans are either pending for resolution under Insolvency and Bankruptcy Code (IBC) or under litigation. For measuring expected credit loss (ECL) allowance for loans wherein underlying projects/ assets have been under IBC proceedings, wherever available, the fair value attributable to the secured portion of such loans has been measured based on external evidence i.e. valuation of such projects/ assets as shared by the Resolution Professional (RP), appointed by NCLT under resolution proceedings, with the consortium of creditors, including the Company. The actual outcome in these cases is dependent upon the final settlement by the RP in accordance with IBC framework. For other loans under stage III, the fair value attributable to the secured portion of such loans has been measured based on other evidences, including one time settlement offer from the customer, valuation exercise done either by the consortium of lenders or by the Company, settlement proposals under discussions between the borrowers and the consortium of lenders/ Company.

Basis of calculating loss rates

The following points are considered for stage wise classification of credit exposures:

2. Stage II exposure are exposures which are not considered impaired asset but were classified as âStressed Accountsâ or are flagged as High-Risk Category.

3. All other accounts not meeting the first two criteria are classified as Stage 1 accounts.

Quantitative and qualitative factors considered along with quantification w.r.t loss rates

For computation of loss given default, haircuts on collateral, based on subjective parameters are used.

- Sector/Sub-sector

- Source of Power Generation

- PPA Status

- COD Status

A.2.4 Forward looking information incorporated in ECL models

These shock factors were then added to the base PD term structure, which is arrived using the matrix multiplication technique, thereby creating four different PD term structures for the four Scenarios. These shocked PDs are used to compute lifetime ECL for stage 1 and stage 2 accounts.

A.4 Loss allowance

The loss allowance recognized in the period is impacted by a variety of factors, as described below:

- Additional allowances for new financial instruments recognised during the period as well as releases for financial instruments de-recognised in the period.

- Impact on the measurement of ECL due to changes in PDs, EADs and LGDs in the period arising from regular refreshing of inputs to models.

- Financial assets derecognised during the period and write-offs of allowances related to assets that were written off during the period.

A.6 Write off policy

Company provides for expected credit losses on financial assets other than loans by assessing individual financial instruments for expectation of any credit losses:

- For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset.

- For other financial assets - Credit risk is evaluated based on Company''s knowledge of the credit worthiness of those parties and loss allowance is measured for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though the reconciliation of expected credit loss for all sub categories of financial assets (other than loans) are disclosed below:

B) Liquidity risk

The tables below analyse the financial assets and liabilities of the Company into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities.

C) Market Risk a) Foreign currency risk

c) Price risk Exposure

Price sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to equity price risk at the end of the reporting period.

If equity price have been 10% higher/ lower:

- Other comprehensive income for the year ended March 31,2022 would increase / decrease by ? Nil (for the year ended March 31, 2021: ?256.29) as a result of the changes in fair value of equity investments measured at FVTOCI.

C) Legal and operational risk

i) Legal risk

Legal and operational risk

The Company has developed preventive controls and formalised procedures to identify legal risks so that potential losses arising from non-adherence to laws and regulations, nagative publicity,etc. are significantly reduced, As at March 31,2022, there are no material legal cases pending against the Company. Based on the opinion of the Company''s legal advisors, the management believes that no substantial liability is likely to arise from these cases.

ii) Operational risk

Operational risk framework is designed to cover all functions and verticals towards identifying the key risks In the underlaying processes. The framework at its core, has the following elements:

1. Documented Operational Risk Management Policy.

2. Well defined Governance Structure.

3. Use of identification and Monltonng tools such as Loss Data âCapture, Key Risk Indicators. BRisk Operation Grading of branches every quarter.

4. Standardized reporting templates . reporting structure and frequency.

The Company has adopted the internationally accepted 3-lines of defence approach to operational risk management.

First line - Field Operations, Central Operation & Product function. Credlt and Internal Control & Quality vertical exercise & also evaluate internal compliance and thereby lay down/calibrates processes & policies for further improvement. Thus, the approach is "Bottom-up". ensuring acceptance of findings and faster adoption of corrective actions. if any. to ensure mitigation of perceived risks.

Third lina - Internal Audit conducts periodic risk-based audits or all functions and process to provide an independent assurance to the Audit Committee.

45 Ind AS 116 Leases

This note explains the impact of the adoption of Ind AS 116 Leases on companyâs financial statements and discloses the new accounting policies that have been applied from 1 April 2019.

On adoption of Ind AS 116, the company recognised lease liabilities in relation to leases which had previously been classified as âoperating leasesâ under the principles of IAS 17 Leases, using the âModified Retrospective Approachâ for transition. Based on the same and as permitted under the specific transitional provisions in the standard the company has not restated the comparative figures. On transition, the adoption of new standard has resulted in the recognition of right-of-use asset, classified in a consistent manner to its property, plant and equipment with a corresponding lease liability being measured at the present value of the remaining lease payments, discounted using the lesseeâs incremental borrowing rate as of 1 April 2019.

(a) On transition to Ind AS 116 the weighted average incremental borrowing rate applied to lease liabilities recognised was 10.24%.

Note: Rs 27,371.36 lakhs (being the excess of provision required as per IRACP norms and ECL Provision required under INDAS 109) has been recognised as "Impairment Reserve" in the Balance Sheet. Refer Note 22.

The loan asset classified in stage III, under standard assets, amounting to Rs. 33,213 lakhs pertain to the borrower which has been overdue for more than one year however, in accordance with judicial pronouncement related this asset/ account, the account is not classified as NPA as at March 31,2022. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to Rs. 4,063 lakhs and Impairment reserve amounting to Rs. 6,789 lakhs as at March 31,2022.

One of the loan asset classified in stage III under doubtfull 1 to 3 years, amounting to Rs. 23,069 lakhs, pertain to the borrower which is classified as NPA on Feb 02, 2022 after completion of resolution plan and declaration of such asset as âFraudâ to RBI in Feb, 2022. However, for presentation in the table above, the categorisation is done based on actual dates since the account became overdue from December 1, 2018. The Company has considered the overdue status, together with fair value of secured amount, for calculating the corresponding ECL provision amounting to Rs. 9,400 lakhs and Impairment reserve amounting to Rs. 13,669 lakhs as at March 31, 2022.

50 The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

51 There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, if any.

53 The following additional information (other than what is already disclosed elsewhere) is disclosed in terms of amendments dated March 24, 2021 in Schedule III to the Companies

Act 2013 with effect from 1st day of April, 2021:-

a) The title deeds of Immovable properties of the Company are held in the name of the Company.

b) There is no proceeding initiated or pending against the Company during the year for holding any benami property under the Benami T ransactions (Prohibition) Act, 1988 and

rules made thereunder.

c) The Company is not declared wilful defaulter by any bank or financial Institution or any other lenders.

e) There is no scheme of arrangement which has been approved during the year by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013.

f) There were no transaction that had not been recorded in the books of accounts and surrendered or disclosed as income during the year in the tax assessments under the

Income T ax Act, 1961.

g) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(All amounts in Lakhs of ? unless otherwise stated)

i) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

j) The Company has not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

k) All the charges with respect to borrowings have been created in favor of lenders with ROC within statutory timeline during the financial year FY 2021-22. Further satisfaction of charges for certain borrowings which were duly repaid to lenders are due for satisfaction with ROC as at March 31, 2022.

l) The Company has not entered into any transactions with the companies struck off under section 248 of the Act or section 560 of the Companies Act, 1956.

m) The Company has not granted loans or advances in the nature of loans to promoters, directors, KMPs and the related parties either severally or jointly with any other person, that are: (a)repayable on demand or (b) without specifying any terms or period of repayment

54 The Code on Social Security 2020 (''the Code'') relating to employee benefits, during the employment and post employment. has received Presidential assent on September 28,

2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet Issued. The Company will assess the impact of the Code and will give approprjate Impact In the financial statements in the period In which, the Code becomes effective and the related rules to determine the financial impact are published.

55 (a) On January 19, 2022, three independent directors of the Company resigned mentioning lapses in corporate governance and compliance. Since then RBI, SEBI and ROC (the âRegulatorsâ) have reached out to the Company with their queries regarding the allegations made by the then independent directors and directed the Company to submit its response against such allegations. SEBI also directed the Company to submit its Action Taken Report (ATR), together with Companyâs response against such allegations. Basis the forensic audit report which was received by the Company on 4th Nov, 2022 and other inputs from professional services firm retained by the Management, it has been decided that the management shall take necessary corrective actions and submit its ATR, if required, to the satisfaction of SEBI.

On February 11, 2022, RBI sent its team at the Company office to conduct scrutiny on the matters alleged in the resignation letters of ex-independent directors. While the RBIâs team completed its scrutiny at Companyâs office on February 14, 2022 and the Company has satisfactorily responded to all queries and requests for information but has not received any further communication from RBI in this regard.

On November 4, 2022, the Forensic auditor appointed by the Company, submitted its forensic audit report. The Company engaged a reputed professional services firm to independently review the managementâs response and independent review of documents supporting such response and commenting on such observations, including financial implications and any indication towards suspected fraud. The managementâs responses and remarks of professional services firm, together with report of forensic auditor, have been presented by the management to the Board in its meeting held on November 7, 2022 and November 13, 2022.

(b) SEBI vide its email dated March 2, 2022, rejected the ATR submitted by the Company and not acceded the Companyâs request for conducting Board Meeting without an independent director. Subsequent to this, with recommendation of the Holding Company, the Company appointed four independent directors through circular resolution. These directors are also independent directors on the Board of the Holding Company. Prior to the appointment of the independent directors, Chairman of PTC India Limited vide email dated March 25, 2022, informed RBI and SEBI about the proposed nomination of four independent directors of PTC India Limited to the board of the Company, and post appointment, disclosures on such appointments have been made to the stock exchanges. On April 19, 2022, the Chairman, PTC India Limited sent another email to SEBI, with specific reference to earlier email dated March 25, 2022, and SEBI in its email dated April 19, 2022 has acknowledged the same. The Company has also made necessary communication to Stock Exchanges regarding appointment of directors and holding of board meetings. The Company, basis its discussions with SEBI and RBI as also summarized in such emails and advise received from external legal firm, believes that there is no non-compliance with SEBIâs directions vide its email dated March 2, 2022. On June 28, 2022, the SEBI also directed the Company for waiving-off with the requirements of regulation 17 (1C) of SEBI LODR guidelines regarding ratification of directorsâ appointment in shareholdersâ meeting within 3 months from the date of their appointment by the Board

(c) Post resignation of ex-independent directors, the Company has not been able to comply with the various provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to non-constitution of committees and sub-committees of the Board, timely conduct of their meetings and non-filing of annual and quarterly results with respective authorities. The Company intends to file for condonation of delay for non-compliance of such provisions with respective authorities and does not expect any material financial impact, if any, due to fines/ penalties arising from such process.

56 As at March 31, 2022, for loans under stage I and stage II, the management has determined the value of secured portion on the basis of best available information including book value of assets/ projects as per latest available balance sheet of the borrowers, technical and cost certificates provided by the experts and valuation of underlying assets performed by external professionals appointed either by the Company or consortium of lenders. For loan under stage 3, the management has determined the value of secured portion on the basis of best available information, including valuation of underlying assets by external consultant/ resolution professional (RP) for loan assets under IBC proceedings, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/ assets of borrowers under IBC.

57 The Company had received a communication from ROC on March 28, 2018, pursuant to complaints received from identified third parties, alleging mismanagement in the Companyâs operations. The Company had submitted a reply dated April 18, 2018, after discussion with the audit committee, and denied all allegations and regarded them as frivolous attempt made by such identified third parties. Company received another letter dated September 24, 2021 u/s 206(4) of the Companies Act, 2013 from Office of Registrar of Companies, Ministry of Corporate affairs initiating inquiry and seeking specified information/ documents, primarily related to the period upto FY 2018-19. The Company had submitted the reply, with requisite information/ documents, in response to the letter on October 22, 2021. While the Company responded to this notice on October 22, 2021 and no further intimation from ROC has been received till date.

58 As at March 31, 2022, the Company has assessed its financial position including expected realization of assets and payment of liabilities including borrowings and believes that sufficient funds will be available to pay-off the liabilities through availability of High Quality Liquid Assets (HQLA) and undrawn lines of credit to meet its financial obligations in at least 12 months from the reporting date.

59 Disclosures pursuant to Master Direction â Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 in terms of RBI circular RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 dated September 24, 2021:

Particulars	During the quarter/ vear ended
Details of loans not in default that are transferred or acquired
Details of Stressed loans transferred or acquired

60 Other comprehensive income includes profit (net of tax) amounting to Rs. 795.64 lakhs by selling 21,904,762 nos. of equity shares of M/s Patel Engineering Limited which were acquired as a part of one time settlement of loan of M/s Dirang Energy Pvt. Ltd.

61 On November 12, 2021, the Reserve Bank of India (âRBIâ) had issued circular no. RBI/2021-2022/125 DOR.STR. REC.68/21.04.048/2021-22, requiring changes to and clarifying certain aspects of Income Recognition, Asset Classification and Provisioning norms (âIRACP normsâ) pertaining to Advances. On February 15, 2022, the RBI had issued another circular no. RBI/2021-2022/158 DOR.STR.REC.85/21.04.048/2021-22 providing time till September 30, 2022. Accordingly, the Company is under process to implement the updated norms under IRACP norms.

62 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current period''s classification / disclosure

Mar 31, 2018

1. Corporate information

PTC India Financial Services Limited (âPFSâ) is a registered NBFC with Reserve Bank of India and has been awarded the Infrastructure Finance Company (IFC) status by RBI. PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

a. Terms / rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share and ranks pari passu. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

* During previous year, the Company had issued 8,02,00,000 number of preferential equity shares of face value Rs.10 each, fully paid-up, for cash at a premium of Rs.28.50 per share to PTC India Limited, a promoter group company.

Note: The Board of Directors have proposed a final dividend of Rs.0.20 per share for the financial year 2017-18 (2016-17 - Rs.1.50 per share) aggregating to Rs.1546.07 lacs (including corporate dividend tax). The proposed dividend for the financial year 2017-18 is subject to approval of shareholders in the ensuing Annual General Meeting and has not been considered in these accounts in accordance with revised Accounting Standard 4 (AS-4) âContingencies and events occurring after balance sheet dateâ, effective from April 1, 2016.

Notes: Details of terms of repayment and security provided on above:

i. 55,197 (previous year 60,167) privately placed 8.25%/8.30% secured redeemable non-convertible long-term infrastructure bonds of Rs.5,000 each (Infra Series 1) amounting to Rs.2,759.85 lacs (previous year Rs.3,008.35 lacs) allotted on March 31, 2011 redeemable at par in 5 to 10 years commenced from March 31, 2016 are secured by way of first charge on the receivables of the assets created from the proceeds of infrastructure bonds and other unencumbered receivables of the Company to provide 100% security coverage. During the year, the company has repaid Rs.248.50 lacs (previous year Rs.427.85 lacs) under buyback scheme exercised by eligible holders of infrastructure bonds in FY2017-18 as per terms of Infra Series 1. 245,685 (previous year 281,576) privately placed 8.93%/9.15% secured redeemable non-convertible long-term infrastructure bonds of Rs.5,000 each (Infra Series 2) amounting to Rs.12,284.25 lacs (previous year Rs.14,078.80 lacs) allotted on March 30, 2012 redeemable at par in 5 to 15 years commencing from March 30, 2017 are secured by way of pari-passu charge on the receivables of the assets created from the proceeds of infrastructure bonds and other receivables of the Company to provide the 100% security coverage. During the year, the company has repaid Rs.1794.55 lacs (previous year Rs.1881.70) under buyback scheme exercised by eligible holders of infrastructure bonds in FY2017-18 as per terms of Infra Series 2.

ii. 900 (previous year 900) privately placed 10.50% secured redeemable non-convertible debentures of Rs.833,333 (previous year Rs.1,000,000 each) (Series

3) amounting to Rs.7,500.00 lacs (previous year Rs.9,000.00 lacs) were allotted on January 27, 2011 redeemable at par in six equal annual instalments commencing from January 26, 2018.

Series 3 debentures are secured by way of mortgage of immovable building and first charge by way of hypothecation of the receivables of the loan assets created from the proceeds of respective debentures. Further, the same have also been secured by pari-passu charge by way of hypothecation of the receivables of loan assets created by the Company out of its own sources which are not charged to any other lender of the Company to the extent of 125% of debentures.

2135 (previous year 2135) privately placed 9.62% secured redeemable non-convertible debentures of Rs.1,000,000 each (Series 4) amounting to Rs.21,350.00 lacs were allotted on June 03, 2015 redeemable at par in 3 tranches divided in 33% of face value on 28th May 2019, 33% of face value on 28th May 2021 and balance 34% of face value on 28th May 2025

Series 4 debentures are secured by way of first charge by way of hypothecation of the specified receivables of the Company comprising asset cover of at least 110% of the amount of the Debentures 1500 (previous year 1500) privately placed 9.80% secured redeemable non-convertible debentures of Rs.1,000,000 each (Series 5) amounting to Rs.15,000.00 lacs were allotted on June 16, 2015 redeemable at par in five equal annual instalments commencing from June 12, 2018

iii. Term loans from banks carry interest ranging from 8.15% to 8.50% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 12 to 48 quarterly instalments. The loans are secured by first pari-passu charge by way of hypothecation of the current assets including book debts, investments and other receivables (other than assets created/ to be created by line of credit of other financial institutions / banks) so that lenders should have at least 100%/ 111% security coverage on its outstanding loan at all times during the currency of the loan.

iv. External Commercial Borrowings (âECBâ) carry interest ranging from 3 months LIB0R 1.90% to LIB0R 3.10% p.a. The loans are repayable in 32/36 equal quarterly instalments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. Repayment of 4 ECB loans of which 4 quarterly instalment amounting to USD 28,88,888 (Rs.1,862.39 lacs) on first ECB loan, 4 quarterly instalment amounting to USD 62,50,000 (Rs.4,033.63 lacs) on two of the ECB loans and 1 quarterly instalment amounting to USD 625,000 (Rs.417.94 lacs) on another ECB loan was made during the year ended March 31, 2018.

v. In terms of the RBI Master Direction DNBR.PD.007/03.10.119/2016-17 dated September 01, 2016) no borrowings remained overdue as at March 31, 2018 (previous year Rs.Nil).

Note:

Term loans from banks/financial institution are secured by first pari passu charge on all present and future receivables of the standard loan assets of the Company except the charge created/ to be created in favour of specific lender(s) for receivables of the specific loan assets created/ to be created out of their loan proceeds, so that lenders should have at least 100%/ 110% security coverage on their outstanding loan at all times during the currency of the loan.

*The amount due to Micro and Small Enterprises as defined under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 has been disclosed to the extent of information available with the Company from vendors regarding their status. As per information available with the Company, no interest is paid/ payable under this Act.

3. The Companyâs main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard-17 on âSegment Reportingâ notified under the Companies (Accounting Standards) Rules, 2006.

4. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Fellow subsidiary Company : PTC Energy Limited Associate companies : R.S. India Wind Energy Private Limited

: Varam Bio Energy Private Limited Key management personnel : Dr. Ashok Haldia - Managing Director and CEO : Dr. Pawan Singh - Whole time Director and CFO : Mr. Naveen Kumar - Whole time Director (w.e.f. September 25, 2017)

(b) Details of related party transactions in the ordinary course of the business:

Note: - The Company has made a provision for diminution in the entire value of the above investments and the net carried value is Rs.Nil (previous year Rs.Nil).

5. Total number of electricity units generated and sold during the year 11,346,507 KWH (previous year 12,275,504 KWH).

6. There were no disputed dues in respect of Excise Duty, Sales Tax, Service Tax, Customs Duty, Goods & Services Tax and Value Added Tax which have not been deposited. Details of dues of Income Tax which have not been deposited as on March 31, 2018 on account of disputes are given below:

*Amount as per demand orders including interest and penalty wherever indicated in the order and net of amount paid under protest of Rs.150.00 lacs.

7. The Company has entered into operating lease arrangement for office premises. The lease is non-cancellable and is for a period of 5 years. The committed lease rentals in the future are:

8. Foreign currency exposures

Foreign currency exposures that have not been hedged by a derivative instrument or otherwise, but revalued at the year-end exchange rates are:

9. Expenditure on Corporate Social Responsibility (CSR):

(a) Gross amount required to be spent by the Company during the year ended March 31, 2018 Rs.2,328.26 lacs (including the unspent amount of Rs.1,448.80 lacs as at March 31, 2017)

(b) Amount spent during the year March 31, 2018 Rs.81.15 lacs (previous year Rs.Nil).

10. Previous yearâs figures have been recast/ regrouped, wherever necessary to confirm to the current yearâs presentation.

Mar 31, 2017

1. Corporate information

a. Terms / rights attached to equity shares:

b. The details of shareholders holding more than 5% shares are set out below:

* Holding company by virtue of holding more than one-half of equity share capital.

c. Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:

* During the year, the Company has issued and allotted 8,02,00,000 preferential equity shares of face value Rs.10 each, fully paid-up, for cash at a premium of Rs.28.50 per share to PTC India Ltd, a promoter group company.

The Board of Directors have proposed a final dividend of Rs.1.50 per share for the financial year 2016-17 (2015-16 - Rs.1.20 per share) aggregating to Rs.11,595.56 lacs (including corporate dividend tax). The proposed dividend for financial year 2016-17 is subject to approval of shareholders in the ensuing Annual General Meeting and has not been considered in these accounts in accordance with revised Accounting Standard 4 (AS-4) âContingencies and events occurring after balance sheet dateâ, effective from April 1, 2016.

Notes:

Details of terms of repayment and security provided on above:

i. 60,167 (previous year 68,724) privately placed 8.25%/8.30% secured redeemable non-convertible long-term infrastructure bonds of Rs.5,000 each (Infra Series 1) amounting to Rs.3,008.35 lacs (previous year Rs.3,436.20 lacs) allotted on March 31, 2011 redeemable at par in 5 to 10 years commenced from March 31, 2016 are secured by way of first charge on the receivables of the assets created from the proceeds of infrastructure bonds and other unencumbered receivables of the Company to provide 100% security coverage. During the year, the company has repaid Rs.427.85 lacs (previous year Rs.772.40 lacs) under buyback scheme exercised by eligible holders of infrastructure bonds in FY2016-17 as per terms of Infra Series 1.

281,576 (previous year 319,210) privately placed 8.93%/9.15% secured redeemable non-convertible long-term infrastructure bonds of Rs.5,000 each (Infra Series 2) amounting to Rs.14,078.80 lacs (previous year Rs.15,960.50 lacs) allotted on March 30, 2012 redeemable at par in 5 to 15 years commencing from March 30, 2017 are secured by way of pari-passu charge on the receivables of the assets created from the proceeds of infrastructure bonds and other receivables of the Company to provide the 100% security coverage. During the year, the company has repaid Rs.1881.70 lacs (previous year Rs.Nil) under buyback scheme exercised by eligible holders of infrastructure bonds in FY2016-17 as per terms of Infra Series 2.

ii. 900 (previous year 900) privately placed 10.50% secured redeemable non-convertible debentures of Rs.1,000,000 each (Series 3) amounting to Rs.9,000.00 lacs were allotted on January 27, 2011 redeemable at par in six equal annual instalments commencing from January 26, 2018.

2135 (previous year 2135) privately placed 9.62% secured redeemable non-convertible debentures of Rs.1,000,000 each (Series 4) amounting to Rs.21,350.00 lacs were allotted on June 03, 2015 redeemable at par in 3 tranches divided in 33% of face value on 28th May 2019, 33% of face value on 28 th May 2021 and balance 34% of face value on 28th May 2025

Series 4 debentures are secured by way of first charge by way of hypothecation of the specified receivables of the Company comprising asset cover of at least 110% of the amount of the Debentures

1500 (previous year 1500) privately placed 9.80% secured redeemable non-convertible debentures of Rs.1,000,000 each (Series 5) amounting to Rs.15,000.00 lacs were allotted on June 16, 2015 redeemable at par in five equal annual instalments commencing from June 12, 2018

iii. Term loans from banks carry interest ranging from 8.45% to 8.75% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 12 to 48 quarterly instalments. The loans are secured by first pari-passu charge by way of hypothecation of the current assets including book debts, investments and other receivables (other than assets created/ to be created by line of credit of other financial institutions / banks) so that lenders should have at least 100%/ 111% security coverage on its outstanding loan at all times during the currency of the loan.

iv. External Commercial Borrowings (âECBâ) carry interest ranging from 3 months LIBOR 1.90% to LIBOR 3.10% p.a. The loans are repayable in 32/36 equal quarterly instalments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. Repayment of 4 quarterly instalment amounting to USD 28,88,888 (Rs.193,887,718) on one of the ECB loans and 4 quarterly instalment amounting to USD 62,50,000 (Rs.420,031,250) on two of the ECB loans was made during the year ended March 31, 2017

v. Rupees term loan outstanding Nil (previous year Rs.1,575.00 lacs) from a financial institution carries interest rate of 2% p.a. The loan was repayable in 40 equal quarterly instalments starting from March 31, 2015. The loan is secured by first pari-passu charge on all present & future receivables of the loan assets of the Company (which are not specifically charged/to be charged in favour of other lenders of the Company i.e. except the charge created/to be created in favour of specific lender/s for receivables of the specific loan assets created/ to be created out of their loan proceeds), so that lenders should have at least 100% security coverage on its outstanding loan at all time during the currency of the loan.

Rupees term loan outstanding Nil (previous year Rs.50,000 lacs)from a financial institution carries interest rate of 9.30% p.a. The loan is repayable in 20 equal quarterly instalments starting after 18 months from the date of first loan disbursal i.e. December 31, 2015. The loan is secured by first pari-passu charge on all present & future receivables of the loan assets of the Company (which are not specifically charged/to be charged in favour of other lenders of the Company i.e. except the charge created/to be created in favour of specific lender/s for receivables of the specific loan assets created/ to be created out of their loan proceeds), so that lenders should have at least 100% security coverage on its outstanding loan at all time during the currency of the loan.

vi. In terms of the RBI/DNBR/2016-17/45 Master Direction DNBR.PD.008/03.10.119/2016-17 dated September 01, 2016) no borrowings remained overdue as at March 31, 2017 (previous year Rs.Nil).

2. Disclosures required as per Accounting Standard - 15 (Revised) âEmployee Benefitsâ

(a) In respect of the defined contribution plans, the Company has recognised the following amounts in the Statement of Profit and Loss:

(b) Defined benefit plans

Changes in the present value of the defined benefit obligation:

Reconciliation of present value of defined benefit obligation and fair value of plan assets

Expense recognised in the Statement of Profit and Loss:

The principal assumptions used in determining defined retirement obligations for the Companyâs plans are shown below:

The estimates of future salary increases considered in actuarial valuation take into account inflation, seniority, promotion and other relevant factors on long term basis.

4. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Fellow subsidiary Company : PTC Energy Limited Associate companies : R.S. India Wind Energy Private Limited

: Varam Bio Energy Private Limited Key management personnel : Dr. Ashok Haldia -Managing Director and CEO (w.e.f. from July 7, 2015)

: Dr. Pawan Singh -Whole time Director and CFO

: Shri Rajender Mohan Malla -Managing Director and CEO (Superannuation w.e.f. May 15, 2015)

(b) Details of related party transactions in the ordinary course of the business:

(i) Transactions with holding company

(ii) Transactions with fellow subsidiary company

(iii) Transactions with key management personnel

(iv) Transactions with associate companies

5. Total number of electricity units generated and sold during the year 12,275,504 KWH (previous year 10,508,023 KWH).

6. Expenditure incurred in foreign currency (accrual basis)

7. There were no disputed dues in respect of Excise Duty, Sales Tax, Service Tax, Customs Duty and Value Added Tax which have not been deposited. Details of dues of Income Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

8. The Company has entered into operating lease arrangement for office premise. The lease is non-cancellable and is for a period of 5 years. The committed lease rentals in the future are:

9. Foreign currency exposures

Foreign currency exposures that have not been hedged by a derivative instrument or otherwise, but revalued at the year-end exchange rates are:

10. Expenditure on Corporate Social Responsibility (CSR):

(a) Gross amount required to be spent by the Company during the year ended March 31, 2017 Rs.1,448.80 lacs ( including the unspent amount of Rs.782.00 lacs of Financial Year 2015-2016)

(b) Amount spent during the year March 31, 2017 - Rs.Nil (previous year Rs.Nil).

11. Detail of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 to 30/12/2016 as provided in the table below:-

12. Previous yearâs figures have been recast/ regrouped, wherever necessary to conform to the current yearâs presentation.

Mar 31, 2016

d. Employee stock options plan

The Company instituted the Employee Stock Option Plan - ESOP 2008 to grant equity based incentives to all its eligible employees. During the year ended March 31, 2009, the first tranche of ESOP 2008 was approved by the shareholders on October 27, 2008 and the Company granted two types of options i.e. Growth options granted to the employees and exercisable at intrinsic value as on the date of grant as certified by an independent valuer and Founder Member Options exercisable at face value of shares i.e. Rs.10 per share, representing one share for each option upon exercise. Further, during the year ended March 31, 2010, second tranche of ESOP 2008 was approved by the shareholders on October 23, 2009 and provided for grant of 10,075,000 growth options exercisable at a price of Rs.16 per share, representing one share for each option upon exercise. Options granted under ESOP 2008 would vest not less than one year and not more than five years from the date of grant of such options.

Notes: Details of terms of repayment and security provided on above:

i. 68,724 (previous year 84,172) privately placed 8.25%/8.30% secured redeemable non-convertible long-term infrastructure bonds of ''5,000 each (Infra Series

1) amounting to ''3,436.20 lacs (previous year ''4,208.60 lacs) allotted on March 31, 2011 redeemable at par in 5 to 10 years commencing from March 31, 2016 are secured by way of first charge on the receivables of the assets created from the proceeds of infrastructure bonds and other unencumbered receivables of the Company to provide 100% security coverage. During the year, the company has repaid ''772.40 lacs (previous year Nil) under buyback scheme exercised by eligible holders of infrastructure bonds in FY2015-16 as per terms of Infra Series 1. 319,210 (previous year 319,210) privately placed 8.93%/9.15% secured redeemable non-convertible long-term infrastructure bonds of ''5,000 each (Infra Series 2) amounting to ''15,960.50 lacs allotted on March 30, 2012 redeemable at par in 5 to 15 years commencing from March 30, 2017 are secured by way of pari-passu charge on the receivables of the assets created from the proceeds of infrastructure bonds and other receivables of the Company to provide the 100% security coverage

ii. 900 (previous year 900) privately placed 10.50% secured redeemable non-convertible debentures of ''1,000,000 each (Series 3) amounting to ''9,000.00 lacs were allotted on January 27, 2011 redeemable at par in six equal annual installments commencing from January 26, 2018.

Series 3 are secured by way of mortgage of immovable building and first charge by way of hypothecation of the receivables of the loan assets created from the proceeds of respective debentures. Further, the same have also been secured by pari-passu charge by way of hypothecation of the receivable of loan assets created by the Company out of its own sources which are not charged to any other lender of the Company to the extent of 125% of debentures.

2135 (previous year Nil) privately placed 9.62% secured redeemable non-convertible debentures of ''1,000,000 each (Series 4) amounting to ''21,350.00 lacs were allotted on June 03, 2015 redeemable at par in 3 tranches divided in 33% of face value on 28th May 2019, 33% of face value on 28th May 2021 and balance 34% of face value on 28th May 2025

Series 4 are secured by way of first charge by way of hypothecation of the specified receivables of the Company comprising asset cover of at least 110% of the amount of the Debentures

1500 (previous year Nil) privately placed 9.80% secured redeemable non-convertible debentures of ''1,000,000 each (Series 5) amounting to ''15,000.00 lacs were allotted on June 16, 2015 redeemable at par in five equal annual installments commencing from June 12, 2018

Series 5 are secured by way of first ranking exclusive charge by way of hypothecation of the identified receivables of the Company comprising asset cover of at least 100% of the amount of the Debentures

iii. Term loans from banks carry interest ranging from 9.55% to 9.70% p.a. The loans carry various repayment schedules according to their respective sanctions and thus are repayable in 12 to 48 quarterly installments. The loans are secured by first pari-passu charge by way of hypothecation of the current assets including book debts, investments and other receivables (other than assets created/ to be created by line of credit of other financial institutions / banks) so that lenders should have at least 100%/ 111% security coverage on its outstanding loan at all times during the currency of the loan. Additionally, some loans are backed by an agreement of assignment of the project assets financed from proceeds of the loans, in favour of respective lenders.

iv. External Commercial Borrowings (âECBâ) carry interest ranging from 3 months LIBOR 2.85% to LIB0R 3.10% p.a. The loans are repayable in 32/36 equal quarterly installments as per the due dates specified in the respective loan agreements. The borrowings are secured by way of first ranking exclusive charge on all present and future receivables of the eligible loan assets created by the proceeds of ECB. Repayment of 2 quarterly installments amounting to USD 1,444,444 (''88,490,250) on one of the ECB loans was made during the year ended March 31, 2014, 4 quarterly installment amounting to USD 28,88,888 (''176,623,001) on one of the ECB loans was made during the year ended March 31, 2015 and 4 quarterly installment amounting to USD 28,88,888 (''191,215,497) on one of the ECB loans and 3 quarterly installment amounting to USD 46,87,500 (''304,768,125) on two of the ECB loans was made during the year ended March 31, 2016.

v. Term loan outstanding Rs.1,575.00 (previous year ''1,755.00) from a financial institution carries interest rate of 2% p.a. The loan is repayable in 40 equal quarterly installments starting from March 31, 2015. The loan is secured by first pari-passu charge on all present & future receivables of the loan assets of the Company (which are not specifically charged/to be charged in favour of other lenders of the Company i.e. except the charge created/to be created in favour of specific lender/s for receivables of the specific loan assets created/ to be created out of their loan proceeds), so that lenders should have at least 100% security coverage on its outstanding loan at all time during the currency of the loan.

Term loan outstanding Rs.50,000.00 (previous year Rs.Nil)from a financial institution carries interest rate of 9.30% p.a. The loan is repayable in 20 equal quarterly installments starting after 18 months from the date of first loan disbursal i.e. December 31, 2015. The loan is secured by first pari-passu charge on all present & future receivables of the loan assets of the Company (which are not specifically charged/to be charged in favour of other lenders of the Company i.e. except the charge created/to be created in favour of specific lender/s for receivables of the specific loan assets created/ to be created out of their loan proceeds), so that lenders should have at least 100% security coverage on its outstanding loan at all time during the currency of the loan.

vi. In terms of the RBI circular (Ref. No. DNBS(PD) CC No. 043/03.10.119/2015-16 dated July 1, 2015) no borrowings remained overdue as at March 31, 2016 (previous year ''Nil).

1. The Companyâs main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard-17 on âSegment Reportingâ notified under the Companies (Accounting Standards) Rules, 2006.

2. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Fellow subsidiary Company : PTC Energy Limited

Associate companies : R.S. India Wind Energy Private Limited

: Varam Bio Energy Private Limited

Key management personnel : Shri Rajender Mohan Malla -Managing Director and CEO

(Superannuation w.e.f. May 15, 2015)

Dr. Ashok Haldia -Managing Director and CEO (w.e.f. from July 07, 2015)

: Dr. Pawan Singh -Whole time Director and CFO

36. During the previous year, based on an independent investigation into the affairs of an associate company (Associate), the Company had concluded that in earlier years, the Associate and its promoters had misrepresented various facts to it and induced it to make investments aggregating Rs.6,112.14 lacs in the Associate. The Company had filed a criminal complaint against the Associate and its promoters and is taking suitable steps both under civil and criminal law to safeguard its investments and to recover the same. Pending outcome thereof, the Company had fully provided for the diminution in value of investment held in this Associate.

3. Expenditure on Corporate Social Responsibility (CSR):

(a) Gross amount required to be spent by the Company during the year ended March 31, 2016 Rs.782.00 lacs ( including the unspent amount of Rs.286.00 lacs of Financial Year 2014-2015)

(b) Amount spent during the year March 31, 2016 - Rs.Nil

4. Previous yearâs figures have been recast/ regrouped, wherever necessary to conform to the current yearâs presentation.

VI. Details of non-performing financial assets purchased /sold

The Company has not purchased/sold any non-performing financial assets from other NBFCs in the current year as well as in the pervious year as well as in previous year ended March 31, 2015.

X. Miscellaneous

(a) Reserve Bank of India - Registration Number : N-14.03116

(b) Credit Rating

Non Convertible Debentures/Bonds BWR AA (Stable), CRISIL A (Stable), ICRA A (Positive), CARE A

Bank limits (rated on short term scale) ICRA A1 CRISIL A (Stable)

Commercial Paper Programme CRISIL A1

XI. Additional Disclosures

(a) Provisions and Contingencies

Break up of âProvisions and Contingenciesâ shown under the head Expenditure in Profit and Loss Account

Mar 31, 2015

1. Corporate information

PTC India Financial Services Limited ("PFS") is a registered NBFC with Reserve Bank of India and has been awarded the Infrastructure Finance Company (IFC) status by RBI. PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

2. The Company''s main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard-17 on "Segment Reporting" notified under the Companies (Accounting Standards) Rules, 2006.

3. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Associate companies : R.S. India Wind Energy Private Limited

: Varam Bio Energy Private Limited

Key management personnel : Shri Rajender Mohan Malla (w.e.f. September 27, 2013)

: Dr. Ashok Haldia : Dr. Pawan Singh

(b) Details of related party transactions in the ordinary course of the business:

4. Pursuant to the enactment of the Companies Act, 2013 (Act), the Company has revised its depreciation rates w.e.f. April 1, 2014 as per useful life in Schedule II to the Companies Act, 2013. Further, adoption of useful life as per Schedule II has not resulted in any depreciation charge which needs to be adjusted from the opening balance of surplus in the Statement of Profit and Loss per the transitional provisions contained in Schedule II of the Act.

5. During the current year, based on an independent investigation into the affairs of an associate company (Associate), the Company has concluded that in earlier years, the Associate and its promoters had misrepresented various facts to it and induced it to make investments aggregating Rs. 6,112.14 lacs in the Associate. The Company has filed a criminal complaint against the Associate and its promoters and is taking suitable steps both under civil and criminal law to safeguard its investments and to recover the same. Pending outcome thereof, the Company has fully provided for the diminution in value of investment held in this Associate.

6. Previous year''s figures have been recast/ regrouped, wherever necessary to conform to the current year''s presentation.

Mar 31, 2014

1. Corporate information

PTC India Financial Services Limited ("PFS") is a registered NBFC with Reserve Bank of India and has been awarded the Infrastructure Finance Company (IFC) status by RBI. PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

2. Contingent liabilities and commitments in respect of: (Rs in lacs)

Particulars As at As at March 31, 2014 March 31, 2013 Contingent liabilities

- Income tax 2,605.81 997.02 Commitments

- Estimated amount of contracts remaining to be executed on capital account (net of advances) and not 86.30 655.86 provided for

- Loan financing 34,931.02 19,006.66

- Equity subscription - 5,244.17

3. The Company''s main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard-17 on "Segment Reporting" notified under the Companies (Accounting Standards) Rules, 2006.

4. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Associate companies : PTC Bermaco Green Energy Systems Limited (ceased to be an associate w.e.f.March 31,2014)

: RS. India Wind Energy Private Limited (formerly known as R.S. India Wind Energy Limited) : Varam Bio Energy Private Limited : Ind-Barath Energy (Utkal) Limited (ceased to be anassociate w.e.f. May 25, 2012)

Key management personnel : Shri Rajender Mohan Malla (w.e.f. September 27, 2013)

: Dr. Ashok Haldia : Dr. Pawan Singh

(b) Details of related party transactions in the ordinary course of the business: (i) Transactions with holding company

Mar 31, 2013

1. Corporate information

PTC India Financial Services Limited ("PFS") is a registered NBFC with Reserve Bank of india and has been awarded the infrastructure Finance Company (IFC) status by RBI. PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

2. The Company''s main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard 17 on "Segment Reporting" notified under the Companies (Accounting Standards) Rules, 2006.

3. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Associate companies : PTC Bermaco Green Energy Systems Limited

: R.S. India Wind Energy Private Limited (formally known as R.S. India Wind Energy Limited)

: Varam Bio Energy Private Limited : Ind-Barath Energy (Utkal) Limited (ceased to be an associate w.e.f. May 25, 2012)

: Ind-Barath PowerGencom Limited (ceased to be an associate w.e.f. September 28, 2011)

: Indian Energy Exchange Limited (ceased to be an associate w.e.f. March 29, 2012)

Key management personnel : Dr. Ashok Haldia

: Dr. Pawan Singh (w.e.f. February 1, 2012)

(b) Details of related party transactions in the ordinary course of the business:

(i) Transactions with holding company

4. Total number of electricity units generated and sold during the year 13,380,365 KWH (previous year 13,561,177 KWH).

5. Expenditure incurred in foreign currency (accrual basis)

6. Previous year''s figures have been recast/ regrouped, wherever necessary to conform to the current year''s presentation.

Mar 31, 2012

1 The term loans from banks are secured by first pari-passu charge by way of hypothecation of the current assets including book debts, investments and other receivables (other than assets created by line of credit of other financial institutions/banks). Additionally, the loans are backed by an agreement of assignment of the project assets financed from proceeds of the loans, in favour of respective lenders. Terms of repayment are as below:

2. Contingent liabilities and commitments in respect of:

(Rs.in lacs) As at March 31, As at March 31, 2012 2011

Contingent liabilities

Income tax 31.13 13.97

Commitments

Loan financing 7,453.71 13,378.00

3. The Company''s main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard 17 on ''Segment Reporting'' notified under the Companies (Accounting Standards) Rules, 2006.

4. Based on the information available with the Company, no supplier has been identified, who is registered under the Micro, Small and Medium Enterprise Development Act, 2006. Further, the Company has not received any claim of interest from any supplier under the said Act.

5. Total number of electricity units generated and sold during the year: 13,561,177 KWH (previous year: 11,720,432 KWH).

6. Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate Affairs amending the Accounting Standard 11, the Company has exercised the option as per Para 46A inserted in the Standard for all long term monetary assets and liabilities. Consequently an amount of Rs. 868.99 lacs (without considering tax benefit of Rs. 281.94 lacs) is carried forward in the Foreign currency translation account as on March 31, 2012.

Had the Company followed the earlier method of accounting for the above items, the net profit for the year ended March 31, 2012 would have been lower by Rs. 587.05 lacs (net of taxes).

7. The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

Mar 31, 2011

1. Background

PTC India Financial Services Limited ("PFS") is a registered NBFC with Reserve Bank of India and has been awarded the Infrastructure Finance Company (IFC) status by RBI. PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

2. Contingent liabilities in respect of:

(Rupees in lacs) Year ended Year ended 31.03.2011 31.03.2010

Estimated amount of contracts

remaining to be executed on capital 2.40 -

account and not provided for Income tax 13.97 -

3. Employee Stock Option

The Company instituted the Employee Stock Option Plan Â ESOP 2008 to grant equity based incentives to all its eligible employees. During the year ended March 31, 2009, the first trance of ESOP was approved by the shareholders on October 27, 2008 and the Company granted two types of options i.e. Growth options granted to the employees and exercisable at intrinsic value as on the date of grant as certified by an independent value and Founder Member Options exercisable at face value of shares i.e. Rs.10 per share, representing one share for each option upon exercise. Further, during the year ended March 31, 2010, second trance of ESOP 2008 was approved by the shareholders on October 23, 2009 and provided for grant of 10,075,000 growth options exercisable at a price of Rs.16 per share, representing one share for each option upon exercise. The maximum tenure of these options granted is 4 years from the respective date of grant.

The fair value of each stock option granted under ESOP 2008 as on the date of grant has been computed using Black-Scholes Option Pricing Model without inclusion of Dividend Yield and the model inputs are given as under:

There is no history of dividend declaration by the Company, hence the dividend yield has been assumed as Nil.

4. The Companys main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard 17 on Segment Reporting notified under the Companies (Accounting Standards) Rules, 2006.

5. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

(B) Leave encashment

Changes in the present value of the defined benefit obligation:

The estimates of future salary increases considered in actuarial valuation take into account inflation, seniority, promotion and other relevant factors on long term basis.

D) In respect of the defined contribution plans, the Company has recognized the following amounts in the profit and loss account:

10 The percentage holding and the investment in associate companies as at March 31, 2011 is given below:

Note: The above figures do not include leave encashment and gratuity as it is provided in the books on the basis of actuarial valuation for the Company as a whole and hence individual amount cannot be determined.

16 (a) During the financial year, the Company has completed its Initial Public Offer (IPO) comprising of fresh issue of 127,500,000 equity shares (excluding an offer for sale of 29,200,000 equity shares by Macquarie India Holdings Limited, a shareholder of the Company) of face value of Rs.10 each for cash at a price of Rs.28 per share (including a share premium of Rs.18 per equity share) aggregating to Rs.35,270.32 lacs.

The share premium of Rs.18 per share, net of discount of Re. 1 for retail investor, amounting to Rs.22,520.32 lacs on issue of fresh equity shares has been credited to share premium account. The share issue expenses amounting to Rs.719.70 lacs, after netting off tax of Rs.348.09 lacs have been adjusted to share premium account.

* Excludes equity share application money amounting to Rs.139.28 lacs lying in escrow account payable to investors after allotment of equity shares by the Company and Rs.8077.60 lacs payable to Macquarie India Holdings Limited pursuant to sale of 292,00,000 equity shares by Macquarie India Holdings Limited in the IPO of the Company.

6. Previous periods figures have been regrouped / recast wherever considered necessary to conform to current periods classification.

7. Schedules 1 to 19 and the statement of additional information form an integral part of the accounts. Statement of Additional information as required in terms of paragraph 13 of Non-banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

II. Exposure to Real estate sector, both direct and indirect The Company does not have any direct or indirect exposure to the real estate sector as at 31 March, 2011.

III. Asset Liability Management

Maturity pattern of certain items of assets and liabilities as at 31 March, 2011

Mar 31, 2010

1. Background

PTC India Financial Services Limited ("PFS") is a registered NBFC with Reserve Bank of India. PFS is promoted by PTC India Limited which holds a controlling 77.60% stake and balance 22.40% is equally held by Goldman Sachs Strategic Investments Limited (GS) and Macquarie India Holdings Limited (MQ). PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 2.40 lacs (previous year Rs. Nil).

3. The Companys main business is to provide finance for energy value chain through investment and lending into such projects. All other activities revolve around the main business. The Company does not have any geographic segments. As such, there are no separate reportable segments as per Accounting Standard 17 on Segment Reporting as notified by the Companies (Accounting Standards) Rules, 2006.

4. Related party disclosures

(a) List of related parties and relationships

Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding company : PTC India Limited

Associate companies : Ind-Barath Energy (Utkal) Limited

: Ind-Barath Power Gencom Limited

: Indian Energy Exchange Limited

: Meenakshi Energy Private Limited

: PTC Bermaco Green Energy Systems Limited

: RS India Wind Energy Limited

: Varam Bio Energy Private Limited

Key management personnel : Mr. Ashok Haldia (Director w.e.f. August 13, 2008)

(b) Details of related party transactions in the ordinary course of the business:

5. Based on the information available with the Company, there are no dues as at March 31, 2010 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

6. Total number of electricity units generated and sold during the year Â 3006 KWH (Previous year Nil).

7. Previous years figures have been regrouped / recasted wherever considered necessary to conform to current years classification.

8. Schedules 1 to 20 and the statement of additional information form an integral part of the accounts.

Mar 31, 2009

1. Background

PTC India Financial Services Limited ("PFS") is a registered NBFC with Reserve Bank of India. PFS is promoted by PTC India Limited which holds a controlling 77.60% stake and balance 22.40% is equally held by Goldman Sachs Strategic

Investments Limited (GS) & Macquarie India Holdings Limited (MQ). PFS is set up with an objective to provide total financing solutions to the energy value chain which includes investing in equity or extending debt to power projects in generation, transmission, distribution, fuel resources and fuel related infrastructure.

2. (a) During the year, the company, vide resolution of the Board of Directors in the meeting held on 29th April 2008, issued to the existing shareholders, in proportion to the equity held by them, 153,333,324 fully paid up equity shares of Rs. 10/- as per the details given below:

3. Compulsorily and Fully Convertible Debentures

During the year, the Company has, in terms of a Debenture Subscription Agreement subscribed to compulsorily and Fully Convertible Debentures for an aggregate amount of upto Rs 120 crores being the financial assistance for a 1320 MW coal based thermal power plant.

4. Employee Stock Option Plan Â ESOP 2008

The Company instituted the Employee Stock Option Plan Â ESOP 2008 to grant equity based incentives to all its eligible employees. The ESOP 2008, finally approved by the shareholders on October 27, 2008 provides for grant of 10,075,000 options. The Company has granted two types of options i.e. Growth options granted to the employees and exercisable at Fair Market Value as on the date of grant as certified by an independent valuer and Founder Member Options exercisable at face value of shares i.e. Rs 10 per share, representing one share for each option upon exercise. The maximum tenure of these options granted is 4 years from the date of grant. The balance options available for grant as at March 31, 2009 are 10,075,000.

5. Related Party Disclosures

(a) List of Related Parties and Relationships Related parties where control exists or with whom transactions have taken place during the year are given below:

Holding Company : PTC India Limited

Associate Companies : Ind-Barath PowerGenCom Limited

: Indian Energy Exchange Limited

: Meenakshi Energy Private Limited

: PTC Bermaco Green Energy Systems Ltd

: RS India Wind Energy Private Limited

: Varam Bio Energy Private Limited

Key Management Personnel : Mr. Ashok Haldia (Director w.e.f. August 13,2008)

6. Based on the information available with the Company, there are no dues as at March 31, 2009 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

7. Additional information as required in terms of paragraph 13 of Non-banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

8. Previous years figures have been regrouped / reclassified wherever considered necessary to conform to current years classification.

Mar 31, 2008

1. The company has commenced its operations with effect from 7th May 2007.

2. Shares issue expense amounting to Rs. 9.21 million has been adjusted against the Share Premium Account as per Section 78 of the Companies Act 1956.

3. Estimated amount of capital commitments: NIL

4. Claims against the company not acknowledged as debts: NIL

5. Expenditure in foreign currency (on accrual basis): NIL

6. Income earned in foreign exchange: NIL

7. This is the first period of operations of the company hence the corresponding figures in respect of Profit & Loss Account is not applicable.

8. Schedules A to I and accounting policies form an integral part of accounts.

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