Notes;
- The Bank Over draft facility amounting to ' 592.93 crore (March 31, 2024 - ' 946.99 crore) relating to working capitaldemand loan having rate of 7.75% to 10.00% p.a.
- The Unsecured borrowing amounting to ' 60.00 crore (March 31, 2024 - ' 15.97 crore) relating to working capital demandloan having rate of 9.65 % p.a. repayable by May'25.
- Letter of Credits from Banks aggregating to ' 349.29 crore (as on March 31, 2024 ' Nil), having an interest rate range7.55% to 7.90% p.a. will be repaid on due date basis.
- The Company has submitted all requisite filing on quarterly basis and there is no mismatch between these quarterlysubmissions and books of accounts.
Contract asset is the right to consideration in exchange for goods or services transferred to the customer.Contract Assets are transferred to receivables when the rights become unconditional
A Contract liability is the obligation to transfer goods or services to a customer for which the Company has receivedconsideration (or an amount of consideration is due) from the customer, If the customer pays contribution beforethe Company transfers goods or services to the customers, a contract liability is recognized when the paymentis made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when theperformance of obligation is satisfied.
(ii) No funds have been received by the Parent or its subsidiaries from any person(s) or entity(ies), includingforeign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, thatthe Company shall, directly or indirectly, lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries.
39. i) The Company through its wholly owned subsidiary, Adani Transmission Step-Two Limited (ATSTL) acquired a100% stake in Adani Energy Solutions Mahan Limited (Formely known as Essar Transco Limited) after obtainingrequisite regulatory and other approvals for an enterprise value of ' 1,900.00 crore. The share acquisitionis pursuant to definitive agreements signed in June, 2022. The acquisition covers fully operational 400 kV,673 ckt kms inter-state transmission line linking Mahan in Madhya Pradesh to Sipat pooling substation inChhattisgarh. The project operates under the Central Electricity Regulatory Commission (CERC) regulatedreturn framework and was commissioned on September 22, 2018.
ii) Company has executed share purchase agreement (SPA) with REC Power Development and ConsultancyLimited ("RECPDCL') for acquiring 100% equity shares of Khavda IVA Power Transmission Limited ("KPTL”)which includes setting up of 596 ckm transmission line.
iii) During the year, the Company has signed share purchase agreement with PFC Consulting Limited andacquired 100% shares of Navinal Transmission Limited (NTL), Jamnagar Transmission Limited ("JTL') andPune - III Transmission Ltd ("PTL”). NTLs project involves setting up of 515 ckm transmission line, JTLs projectinvolves setting up of 941 ckm transmission line, at the Jamnagar bus section and PTLs project include theestablishment Pune-III substations and setting up of 816 ckm transmission line.
iv) Company has signed share purchase agreement with REC Power Development & Consultancy Ltd (RECPDCL)and acquired 100% shares of Rajasthan Part - I Power Transmission Limited under Tariff Based CompetitiveBidding (TBCB) mechanism. The project includes establishment of 6,000 MW HVDC (High Voltage DirectCurrent) system between Bhadla to Fatehpur (~2400 ckm) along with 7500 MVA transmission capacity.The project will help evacuate 6 GW renewable energy from various REZs in Rajasthan beyond Bhadla-III todemand centers of North India and to the national grid.
v) Company has signed share purchase agreement with PFC Consulting Limited and acquired 100% shares ofMundra I Transmission Limited. The project involves 150 Ckm of transmission line and upgrading the Navinal(Mundra) electrical substation by adding two stage 765/400 kv transformers. Additionally, a 75 km long765kV double-circuit line will be constructed to connect this substation to the Bhuj substation.
vi) Company has signed share purchase agreement with REC Power Development and Consultancy Limitedand acquired 100% shares of Mahan Transmission Limited (MTL) under the Tariff Based CompetitiveBidding (TBCB) mechanism. The The project includes establishment of 2,800 Mega Volt-Amperes (MVA) ofsubstations capacity and 740 circuit kilometers (ckm) of transmission line.
The company has entered Optical Fibre Lease Agreement with the Adani Transmission (India) Ltd for grant to "IndefeasibleRight of Use" of Dark fibres on lease to the company for the fixed period of 15 years from Mundra to Mohindergarh for approx.1020 Kms and can be renew the agreement by mutual agreement. Further, company is liable to pay the O&M Fees for at therate of 3% per annum of each Link's IRU Fee on quarterly basis in advance.
The expenses relating to payments not included in the measurement of the lease liability and recognised as expenses in thestatement of profit and loss during the year is as follows : Low Value leases & Short-term leases : ' 0.04 crore ( PY - ' 0.01 crore)
As per section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has beenformed by the Company. The funds are utilized on the activities which are specified in Schedule VII of theCompanies Act, 2013. The utilisation is done by way of contribution towards various activities.
(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013 : ' 2.08 crore (Previous year : ' 0.56 crore)
(b) Amount spent and paid during the year ended March 31, 2025 : ' 2.09 crore (Previous year : ' 0.56 crore)
The Company prepares separate financial statements as well consolidated financial and hence segment reportingas required under Ind AS 108 - 'Operating Segment' has been given in consolidated financial statements.Hence, no separate disclosure of segment reporting is required.
- The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972.Under the Act, every employee who has completed at least five year of service is entitled to gratuity benefits ondeparture at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded withLife Insurance Corporation of India (LIC) in form of a qualifying insurance policy for future payment of gratuityto the employees.
- Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset- liability matching strategy. The management decides its contribution based on the results of this review.The management aims to keep annual contributions relatively stable at a level such that no plan deficits (basedon valuation performed) will arise.
(a) (i) Defined Benefit Plan
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which providesa lump sum payment to vested employees at retirement, death, incapacitation or termination of employment,of an amount based on the respective employee's salary and the tenure of employment.
viii) . The Company has defined benefit plans for Gratuity to eligible employees, the contributions for which are
made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory DevelopmentAuthority guidelines.
ix) . Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate,expected salary increase, attrition rate and mortality. The sensitivity analysis below have been determined basedon reasonably possible changes of the assumptions occurring at the end of the reporting period, while holdingall other assumptions constant. The results of sensitivity analysis is given below:
Interest Rate risk: The plan exposes the Company to the risk off all in interest rates. A fall in interest rates willresult in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in thevalue of the liability.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption ofsalary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for planparticipants from the rate of increase in salary used to determine the present value of obligation will have abearing on the plan's liabilty.
Demographic Risk: The present value of the defined benefit plan liability is calculated by reference to the bestestimate of the mortality of plan participants both during and after their employment. An increase in the lifeexpectancy of the plan participants will increase the plan's liability.
Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate whichis determined by reference to market yields at the end of the reporting period on government bonds.
x). Asset Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in whichthe interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company,as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficientfunds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, theduration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movementin interest rate (in particular, the significant fall in interest rates, which should result in a increase in liabilitywithout corresponding increase in the asset).
The Company has purchased an insurance policy to provide for payment of gratuity to the employees ofthe group. Every year, the insurance company carries out a funding valuation based on the latest employeedata provided by the Company. Any deficit in the assets arising as a result of such valuation is fundedby the Company.
The Company's best estimate of Contribution during the next year is 0.15 crore
Weighted average duration (based on discounted cash flows) - 18 years.
xii). The Company has defined benefit plans for Gratuity to eligible employees of the group, the contributions forwhich are made to Life Insurance Corporation of India who invests the funds as per Insurance RegulatoryDevelopment Authority guidelines.
The discount rate is based on the prevailing market yields of Government of India securities as at the balancesheet date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2024-25.
The actuarial liability for compensated absences (including Sick Leave) as at the year ended March 31, 2025 is' 0.22 crore (March 31, 2024 is ' 0.16 crore).
(b) Defined Contribution Plan
(i) Provident fund
- Employer's contribution to Employees' State Insurance
The Company has recognised the following amounts as expense in the financial statements for the year:
- In the ordinary course of business, the Company is mainly exposed to risks resulting fromexchange rate fluctuation (currency risk), interest rate movements (interest rate risk) collectivelyreferred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk.The Company's senior management oversees the management of these risks. It manages its exposureto these risks through derivative financial instruments by hedging transactions. It uses derivativeinstruments such as Principal only Swaps and foreign currency forward contract to manage theserisks. These derivative instruments reduce the impact of both favorable and unfavorable fluctuations.The Company's risk management activities are subject to the management, direction and control of CentralTreasury Team of the Group under the framework of Risk Management Policy for Currency and Interestrate risk as approved by the Board of Directors of the Company. The Group's central treasury team ensuresappropriate financial risk governance framework for the Company through appropriate policies and proceduresand that financial risks are identified, measured and managed in accordance with the Group's policies and riskobjectives. It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken.
- The decision of whether and when to execute derivative financial instruments along with its tenure can varyfrom period to period depending on market conditions and the relative costs of the instruments. The tenureis linked to the timing of the underlying exposure, with the connection between the two being regularlymonitored. The Company is exposed to losses in the event of non-performance by the counterparties to thederivative contracts. All derivative contracts are executed with counterparties that, in our judgment, arecreditworthy. The outstanding derivatives are reviewed periodically to ensure that there is no inappropriateconcentration of outstanding to any particular counterparty. In current year, Company have no any foreignborrowing exposure and hence no derivative contracts.
- In the ordinary course of business, the Company is exposed to Market risk, Credit risk, and Liquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate becauseof changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currencyrisk and price risk.
The company is exposed to changes in market interest rates due to financing, investing and cashmanagement activities. The Company's exposure to the risk of changes in market interest ratesrelates primarily to the Company's long-term debt obligations with floating interest rates and periodof borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed andvariable rate loans and borrowings.
Interest rate sensitivity
The sensitivity analysis below have been determined based on the exposure to interest rates at the endof the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of theliability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basispoint increase or decrease represents management's assessment of the reasonably possible changein interest rates. If interest rates had been 50 basis points higher / lower and all other variables wereheld constant, the Company's profit before tax and consequential impact on Equity before tax for theyear ended March 31, 2025 would decrease / increase by ' 0.78 crore (P.Y. ' 0.60 crore). This is mainlyattributable to interest rates on variable rate borrowings.
- The Company uses derivatives instruments as part of its management of risks relating to exposure tofluctuation in foreign currency exchange rates. The Company does not acquire derivative financialinstruments for trading or speculative purposes neither does it enter into complex derivative transactionsto manage the above risks. The derivative transactions are normally in the form of Forward CurrencyContracts to hedge its foreign currency risks and are subject to the Company's guidelines and policies.
- The fair values of all derivatives are separately recorded in the balance sheet within current and noncurrent assets and liabilities. Derivative that are designated as hedges are classified as current or noncurrent depending on the maturity of the derivative.
- The use of derivative can give rise to credit and market risk. The Company tries to control credit risk asfar as possible by only entering into contracts with stipulated / reputed banks and financial institutions.The use of derivative instrument is subject to limits, authorities and regular monitoring by appropriatelevels of management. The limits, authorities and monitoring systems are periodically reviewed bymanagement and the Board. The market risk on derivative is mitigated by changes in the valuation ofunderlying assets, liabilities or transactions, as derivatives are used only for risk management purpose.
- The Company enters into derivative financial instruments, forward currency contracts for hedging theliabilities incurred/recorded and accounts for them as cash flow hedges and states them at fair value.The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flowhedge reserve, while any ineffective portion is recognised immediately in the statement of profit andloss. Amounts recognised in OCI are transferred to profit or loss when the hedged transaction affectsprofit or loss, such as when the hedged financial income or financial expense is recognised or when aforecast sale occurs.
The fair value of the Company's derivative positions recorded under derivative financial assets and derivative
financial liabilities are as follows :
The Company is affected by the price volatility of Copper and Aluminum products. Continuous supplyof copper and aluminum are required for its under construction subsidiaries for construction oftransmission lines. Due to the significantly increased volatility of the price of the commodity, theCompany entered into various purchase contracts for Copper and Aluminum (for which there isan active market). The prices in these purchase contracts are linked to the price of London MetalExchange (LME).
The Company has developed and enacted a risk management strategy regarding commodity price riskand its mitigation. The forward contracts do not result in physical delivery of copper and aluminumproducts but are designated as cash flow hedges to offset the effect of price changes in copper andaluminum products. The Company hedges its expected copper and aluminum products purchasesconsidered to be highly probable.
The Company invests its surplus funds in various mutual funds and fixed deposits. In order to manageits price risk arising from investments, the Company diversifies its portfolio in accordance with thelimits set by the risk management policies. The Company has exposure across mutual fund and moneymarket instruments. Due to the very short tenure of money market instruments and the underlyingportfolio in liquid schemes, these do not pose any significant price risk.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a lossto the company. The Company has adopted the policy of only dealing with creditworthy counterparties as ameans of mitigating the risk of financial losses from default, and generally does not obtain any collateral orother security on trade receivables.
The Company measures the expected credit loss of trade receivable based on historical trend, industrypractices and the business environment in which the entity operates. Loss rates are based on actual creditloss experience and past trends. Based on the historical data, loss on collection of receivable is not materialand hence no additional provision considered.
The carrying amount of financial assets recorded in the financial statements represents the Company'smaximum exposure to credit risk.
The Company has issued corporate guarantees to banks and financial institutions on behalf of and in respectof loan / credit facilities availed by subsidiary companies. The value of corporate guarantee contractsgiven by the Company as at March 31, 2025 is ' 10,498.60 crore (as at March 31, 2024'10,693.84 crore).The value of financial guarantee contracts denotes outstanding amount of credit facilities availed bysubsidiary companies.
The Company monitors its risk of shortage of funds using cash flow forecasting models. These modelsconsider the maturity of its financial investments, committed funding and projected cash flows fromoperations. The Company's objective is to provide financial resources to meet its business objectives in atimely, cost effective and reliable manner and to manage its capital structure. A balance between continuityof funding and flexibility is maintained through the use of various types of borrowings.
The table below is analysis of derivative and non-derivative financial liabilities of the Company into relevantmaturity groupings based on the remaining period from the reporting date to the contractual maturity date.The amounts disclosed in the table are the contractual undiscounted cash flows.
- Above excludes carrying value of equity nature Investments in subsidiaries accounted at cost in accordancewith Ind AS 27.
- The management assessed that the fair value of cash and cash equivalents, other balance with banks,investments, trade receivables, loans, trade payables, other financial assets and liability approximate theircarrying amount largely due to the short term maturities of these instruments.
- The fair value of the financial assets and liabilities is included at the amount at which the instrument couldbe exchanged in a current transaction between willing parties. The following methods and assumptionswere used to estimate the fair values.
- The fair value of loans from banks and other financial liabilities, as well as other non-current financialliabilities is estimated by discounting future cash flow using rates currently available for debt on similarterms, credit risk and remaining maturities.
- The Company enters into derivative financial instruments with various counterparties, principally banks andfinancial institutions with investment grade credit ratings. Foreign exchange forward contracts are valuedusing valuation techniques, which employs the use of market observable inputs. The most frequently appliedvaluation techniques include forward pricing and swap models using present value calculations. The modelsincorporate various inputs including the credit quality of counterparties, foreign exchange spot and forwardrates, yield curves of the respective currencies, currency basis spreads between the respective currencies,interest rate curves and forward rate curves of the underlying currency. All derivative contracts are fullycollateralized, thereby, eliminating both counterparty and the company's own non-performance risk.
51. The Company uses an accounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recordedin the accounting software except the audit trail feature is enabled, for certain direct changes to SAP applicationand its underlying HANA database when using certain privileged / administrative access rights by authorisedusers where the process is started during the year and stabilized from March 17, 2025. Further, there is noinstance of audit trail feature being tampered with in respect of the accounting software where such feature isenabled. Additionally, the audit trail has been preserved by the Company as per the statutory requirements forrecord retention.
52. In accordance with the requirement of Ind AS 1 'Presentation of Financial Statements' and Division II - Ind ASSchedule III to the Companies Act, 2013, the group has made better presentation for below items which does nothave any impact to net profits or on financial position presented in the financial statements.
53. During the financial year 2022-23, a short seller report ("SSR") was published alleging certain issues againstAdani group entities including the Company and its subsidiaries. On January 3, 2024, the Hon'ble Supreme Court("SC") disposed off all matters of appeal in various petitions including separate independent investigationsrelating to the allegation in SSR and stated that the Securities and Exchange Board of India ("SEBI") shouldcomplete the investigation on balance two pending matters and take investigations to their logical conclusionin accordance with law. During the current period, management believes that balance two investigations havebeen concluded based on available information. The Company received a Show Cause Notice (SCN) from theSEBI during the quarter ended March 2024 relating to validity of Peer Review Certificate (PRC) of one ofthe former statutory auditor in respect of an earlier period which was duly responded by the management.During the current year, a SCN has been received, alleging wrongful categorisation of shareholding pertainingto period FY 2012-2020 of certain entities as public shareholding and consequences therefrom. However, itdoes not have any bearing with the current free float and shareholding which fully complies with the applicablelaws and regulations.
Pursuant to the SC order, various legal and regulatory proceedings by the SEBI, legal opinions obtained,independent legal & accounting review undertaken by the Adani group and the fact that there is no pendingregulatory or adjudicatory proceeding as of date except relating to SCNs as mentioned above, the managementof the Company concluded that there were no material consequences of the SSR and the Company continues tohold good its position as regards the compliance of applicable laws and regulations.
54. In November 2024, the Company became aware of an indictment filed by United States Department of Justice(US DOJ) and a civil complaint by Securities and Exchange Commission (US SEC) in the United States DistrictCourt for the Eastern District of New York against a non-executive director of the Company. The director isindicted by US DOJ for alleged securities & wire fraud conspiracy and securities fraud for misleading statementsand civil complaint by US SEC in respect of alleged omission of disclosure of material facts in certain statements.The Company is not named in these matters.
Having regard to the status of the above-mentioned matters, and the fact that the matters stated above do notpertain to the Company, there is no impact to these financial statements.
(i) There is no transaction with struck off companies during the year.
(ii) The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior tothe approval of financial statements to determine the necessity for recognition and/or reporting of any of theseevents and transactions in the financial statements. As of April 24, 2024, there are no subsequent events to berecognized or reported that are not already disclosed.
(iii) There are no proceedings initiated or pending against the company under section 24 of the Prohibition of BenamiProperty Transactions Act, 1988 and rules made there under for holding any benami property.
(iv) The company has not been declared a wilful Defaulters by any bank or financial institution or consortium thereofin accordance with the guidelines on wilful defaulters issued by the RBI.
(v) There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory period.
(vi) The company does not have any transaction not recorded in the books of accounts that has been surrendered ornot disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(vii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act readwith the Companies (Restriction on number of Layers) Rules, 2017.
(viii) The company has not entered into any scheme of arrangement in terms of sections 230 to 237 of theCompanies Act, 2013.
(ix) The company has not traded or invested in Crypto currency or Virtual Currency during the reporting periods.
(x) There is no immovable property in the books of the company whose title deed is not held in the nameof the company.
(xi) Term loans were applied for the purpose for which the loans were obtained.
(xii) The Financial Statements for the year ended March 31, 2025 have been reviewed by the Audit Committee andapproved by the Board of Directors at their meetings held on April 24, 2025.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants ADANI ENERGY SOLUTIONS LIMITED
Firm Registration no. 001076N/N500013 (Formerly Known as Adani Transmission Limited)
neeraj goel gautam s. adani anil sardana
Partner Chairman Managing Director
Membership No. 99514 DIN: 00006273 DIN: 00006867
KANDARP PATEL KUNJAL MEHTA
Chief Executive Officer Chief Financial Officer
jaladhishukla
Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : April 24, 2025 Date : April 24, 2025