Sterling And Wilson Solar Limited has informed the Exchange about Investor Presentation
November 13, 2021
BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001
National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra (East), Mumbai – 400 051
Scrip Code: 542760
Symbol: SWSOLAR
Sub.: Investor presentation on the Unaudited Consolidated and Standalone Financial results of Sterling and Wilson Solar Limited (“the Company”) for the quarter and half year ended September 30, 2021
Ref.: Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 (“Listing Regulations”)
Dear Sir/ Madam,
Pursuant to the Listing Regulations, please find enclosed herewith a copy of the Investor presentation on the Unaudited Consolidated and Standalone Financial results of the Company for the quarter and half year ended September 30, 2021.
The above is for your information and record.
Thanking you.
Yours faithfully, For Sterling and Wilson Solar Limited
Jagannadha Rao Ch. V. Company Secretary and Compliance Officer
Encl.: As above
Sterling and Wilson Solar Limited An Associate of Shapoorji Pallonji Group Registered Office: Universal Majestic, 9th Floor, P. L. Lokhande Marg, Chembur (W), Mumbai – 400 043 Phone: (91-22) 25485300 | Fax: (91-22) 25485331 | CIN: L74999MH2017PLC292281 Email: info@sterlingwilson.com | Website: www.sterlingandwilsonsolar.com
STERLING AND WILSON SOLAR LIMITED STERLING AND WILSON SOLAR LIMITED
Noor Abu Dhabi - World’s Largest Single Location Solar Project
Analyst Presentation Q2 and H1 FY22 Investor Presentation 14 November 2021 November 2019
Safe Harbor
This presentation and the accompanying slides (the “Presentation”), which have been prepared by Sterling and Wilson Solar Limited (the “Company”), have been prepared solely for information purposes and do not constitute any offer, recommendation or invitation to purchase or subscribe for any securities, and shall not form the basis or be relied on in connection with any contract or binding commitment whatsoever. No offering of securities of the Company will be made except by means of a statutory offering document containing detailed information about the Company.
This Presentation has been prepared by the Company based on information and data which the Company considers reliable, but the Company makes no representation or warranty, express or implied, whatsoever, and no reliance shall be placed on, the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and may not contain all of the information that you may consider material. Any liability in respect of the contents of, or any omission from, this Presentation is expressly excluded.
This presentation contains certain forward looking statements concerning the Company’s future business prospects and business profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ from those in such forward looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, competition (both domestic and international), economic growth in India and abroad, ability to attract and retain highly skilled professionals, time and cost over runs on contracts, our ability to manage our international operations, government policies and actions regulations, interest and other fiscal costs generally prevailing in the economy. The Company does not undertake to make any announcement in case any of these forward looking statements become materially incorrect in future or update any forward looking statements made from time to time by or on behalf of the Company.
1
Reliance New Energy Solar Limited to acquire 40% stake in SWSL
✓ Reliance New Energy Solar Limited (RNESL), a wholly-owned subsidiary of Reliance Industries Ltd (Reliance) executed definitive agreements on 10th Oct 2021 to acquire 40% stake post-money in SWSL via combination of Primary Investment, Secondary Purchase and Open Offer through a series of transactions, as follows:
01
02
03
Preferential Allotment
Acquisition
Open Offer
2.93 crore shares (equivalent to 15.46% post preferential share capital) to RNESL at Rs. 375 per share for Rs. 1,100 crore
1.84 crore shares (equivalent to 9.70% post preferential share capital) from SPCPL (promoters) at Rs. 375 per share
4.91 crore shares constituting 25.90% equity stake of the emerging voting capital of SWSL at Rs. 375 per share in accordance with SEBI Takeover Regulations
✓ Depending upon the open offer response, RNESL may acquire shares from existing promoters of SWSL to achieve 40% stake post –money
in SWSL
✓ In the event pursuant to open offer, the public shareholding is lower than 25%, then RNESL / existing promoters shall sell such number of
shares to ensure MPS subject to RNESL shareholding not falling below 40%.
✓ Preferential allotment of Rs. 1,100 crore to RNESL will strengthen the balance sheet and further improve the financial profile of SWSL
✓ Mr. Khurshed Daruvala will continue to be Chairman of the Board and lead the next phase of growth for SWSL
✓ The Board will be reconstituted to include two directors from Reliance Group and additional independent directors
2
Status of key approvals for transaction
Approvals Received
Approvals Pending
In principal approval from exchanges for preferential allotment
CCI approval
Shareholders approval for preferential allotment
SEBI observation on the draft open offer
NOC from 8 lenders
NOC from remaining lenders
3
Our Global presence (11.6 GW EPC Portfolio)
Maps not to scale. All data, information, and maps are provided "as is" without warranty or any representation of accuracy, timeliness or completeness
4
Key Highlights
✓ Signed first order of ~ Rs 1500 crore in Waste to Energy business
✓ Revenue for H1FY22 stood at Rs 2,633 crore as compared to Rs 2,405 crore in H1FY21
✓ Gross margins impacted significantly on account of increase in execution costs and increase in
modules, commodities and freight
✓ Inter-corporate deposits fully repaid by Sterling and Wilson Pvt Ltd & Sterling and Wilson
International FZE along with interest thereon during Q2FY22
✓ Gross Debt increased to Rs 674 crore due to advance and performance bank guarantees encashed by three customers amounting to Rs 404 crore. Two of the projects are virtually completed and the third one is substantially completed. The Company is in advanced stage of discussion with the customers and is confident of recovering the amount
5
Snapshot of first WTE order of ~Rs 1500 crore
✓ Client is a leading developer of energy assets in UK and Europe
19.6 MW in UK
✓ SWSL is a lead consortium member with other associate companies i.e., STC Power Srl (technical expertise and PQs) and Shapoorji Pallonji & Co Pvt. Ltd
185,600 tonnes of municipal waste to be processed annually
Power for 30,000 homes and heat for nearby business
✓ Scope of work includes
✓ Design, engineering, procurement, construction, commissioning and
testing of the facility
✓ Boiler (fuel - Refused Derived Fuel) ✓ 19 MWe steam turbine generator and condenser, pollution control
equipment, water treatment plant, associated balance of plant and
✓ O&M post completion
✓ Project to be commissioned over three years
✓ Advance is 15% of contract value
6
Orders finalisation expected in H2FY22 now pushed to FY23 due to rise in costs
Module price trends (price in USD per Wp)
Freight rates Ex China (per 40 feet container)
0.278
LATAM
Australia
18,400
Key Highlights
0.248
0.221
0.190
13,500
9,300
11,500
7,500
2,000
4,900
1,800
Sep ’20 Mar ’21
Jul ’21
Oct ’21
Sep ’20
Mar ’21
Jul ’21
Oct ’21
LME Index (USD /MT)
Aluminum
Copper
9,005
9,433
9,776
2,192
2,491
2,954
6,719
1,745
Indian Steel Price (Rs/ MT)
72,500
66,500
53,790
45,000
Due to an unprecedented increase in costs of modules, commodities and freight in H2 of it was earlier FY21 and Q1 of FY22, anticipated delay would IPP’s finalization of contracts to H2 of FY22
that
However as can be seen from the adjacent chart the prices continue to rise, making the projects for IPP’s unviable and hence we anticipate order finalization will shift from the current year to FY23
a majority
that
of
Sep ’20 Mar ’21
Jul ’21
Oct ’21
Sep ’20 Mar ’21
Jul ’21
Oct ’21
7
Unexecuted Order Value (UOV) Movement
INR Crore
Gross UOV as on 30th Sep 2021
#
-2,030
9,127
+183
[EPC Revenue]
+1,969
-9
-2,510
7,097
6,730
UOV as on 31 Mar 2021
Adjustments Restated UOV as on 31 Mar 2021
Price variations approved
Orders in H1FY22
Other adjustments
Projects executed in H1FY22
UOV as on 30 Sep 2021
India 6.2% Africa 0.4%
INR 6,730 crore
Australia 35.8%
Europe 22.3%
MENA 14.0%
Americas 21.3%
Module exposure in UOV
Pending partial supply of modules for 2 projects
(422 MW aggregating ~ INR 765 crore)
# The Company believes that there are orders amounting to Rs 2,030 crore which may now be unviable for developers considering increased module and commodity costs and are subject to ongoing discussions with the Developers. The same have now been adjusted in the UOV given above.
8
Consolidated Profit & Loss – H1FY22
INR Crore
Q2FY22 Q2FY21
H1FY22
H1FY21
FY2021
Key Highlights
Revenue from Operations
1,438
1,337
2,633
2,405
5,081
Revenue increased by 9% in H1FY22 to Rs 2,633 crore
O&M constitutes 4.3% of revenue in H1FY22
Gross margins impacted in H1FY22 due to unprecedent increase in prices of modules, commodities, freight and increased execution costs due to the impact of COVID
Normalized gross margins for H1 would have been 3.5% after eliminating the impact of increase in costs as explained above. Further, the normalized margins for H1 continue to remain lower on the account of the carry forward impacts of items which had affected FY21
Accelerated MTM represents loss on account of cancellation and rebooking of forward contracts on expiry relating to ongoing projects which resulted in accelerated accounting of losses (Refer note 12 of H1 results). The same has been flushed out from effective portion of cash flow hedge of OCI resulting in negligible impact on Shareholder's fund
Gross Margin (post project MTM)
(177)
Gross Margin %
(12.3%)
117
8.7%
(149)
(5.7%)
231
9.6%
63
1.2%
Other Income
Recurring Overheads
19
91
Recurring Overheads %
6.3%
3
25
5
27
83
6.2%
171
6.5%
163
6.8%
324
6.4%
Non-recurring Overheads Accelerated MTM on cancellation of forward cover Forex
EBITDA
14
9
9
(281)
-
-
29
7
17
58
4
(374)
-
-
47
26
49
37
43
(363)
EBITDA Margin %
(19.5%)
0.5% (14.2%)
1.1%
(7.1%)
EBIT
(284)
4
(380)
18
(379)
EBIT Margin %
(19.7%)
0.3% (14.4%)
0.7%
(7.4%)
PBT
(284)
18
(370)
37
(340)
PBT Margin %
(19.7%)
1.3% (14.1%)
1.5%
(6.7%)
PAT
PAT Margin
(284) (19.7%)
15 1.1%
(360) (13.7%)
32 1.3%
(290) (5.7%)
Note: All margin % are based on Revenue from Operations
9
Consolidated Balance Sheet
INR Crore
Sep-21
Mar-21
Key Highlights
Sources of Funds Shareholders Funds Borrowings from Banks Total Application of Funds Fixed assets (including right to use assets) Core Working Capital Inter Company Deposits Bank balance (including fixed deposit) Other assets/ (liabilities) Deferred tax and income tax balance GST and VAT balances (net) Total
438 674 1,112
44 (297) - 432 492 145 296 1,112
658 468 1,126
47 (530) 885 296 (26) 155 299 1,126
Breakdown of Core Working Capital
Sep-21
Mar-21
Current Assets Inventories
Receivables (net of LD provision) Receivable days Advances to suppliers
Current Liabilities
Trade payables Payable days Advances from Customers
Net Working Capital
Net Working Capital days
1,655 5
1,436 98 214
1,952
1,668 118 284
(297)
-
1,652 3
1,431 103 218
2,182
1,857 136 325
(530)
-
Borrowings from Banks as at Sept 21 increased on the account of the loan taken against the repayment of Bank guarantee encashed by customer
Inter Company Deposits has been completely repaid
Net debt position is as follows
Breakdown of Net Debt
Sep-21
Mar-21
Term debt
Working capital related debt
Debt on BG encashment
Total Debt
Less: Cash and Bank balance
Less: Intercompany debt
Net Debt
* Since repaid
Core working capital
60*
312
302
674
(432)
-
242
138
330
-
468
(296)
(885)
(713)
Negative working capital of Rs 297 crore as at Sept 21 compared to
negative working capital of Rs 530 crore as at Mar 21
Trade receivables as at Sept 21 includes Rs 412 crore due for more than a
year. Further details on receivables provided in the subsequent slide
Other assets includes a) recoverable from customer towards bank guarantee encashment of Rs 404 crore and b) derivative assets of Rs 47 crore (as against derivative liability of Rs 97 crore as on Mar 21) relating to forward contracts
10
Analysis of receivables > 1 year as at Sep 2021
Mix of receivables > 1 year as at Sep 2021 – Rs 412 crore
Comments
Others 16%
Argentina 29%
Rs 66 cr
Rs 120 cr
Rs 166 cr
Rs 60 cr
Related party 40%
Matter under NCLT 15%
Key receivables outstanding for more than 1 year of Rs 412 crore as at Sep 2021 comprise
- Matter under NCLT - Net Receivables is Rs 60 crore (after ECL provision of Rs 31 cr). The same has been explained in the subsequent slide
-
-
Argentina receivables of Rs 120 crore –During the Q1FY22, the customer has initiated arbitration proceeding for recovery of LDs and unsubstantiated cost amounting to Rs 227 crore (including LD). The Company has also made a claim of Rs 94 crore towards prolongation cost, Interest on overdue payment etc. based on the contractual rights
Related party receivables of Rs 166 crore - The Company has received business of ~Rs 1,320 crore from related parties over the last 4 years and receivables outstanding as at Sep 2021 is Rs 166 crore. This includes receivables of Rs 113 crore against which the Company has received unconditional assurance of proceeds from sale of plant
- Other receivables is net of LD provision of Rs 44 crore based
on the management estimate
11
IL&FS Receivables assured by Embassy Energy
Facts
Claims Status
Management assessment
During the year ended 31 March 2020, the Company has initiated legal proceedings in both these matters: the matter in respect of the customer / developer in currently pending with the NCLT and the matter in respect of the customers bank is currently pending with the National Company Law Appellate Tribunal
In FY20, the Company has also filed claim against the Developer for recovery of Rs 92.45 cr plus interest thereon which is now pending for Final Orders with the NCLT as the Arguments have been completed on 11th November 2021
The Company has sought legal opinion regarding the amount due from the developer as per their assurance letter and from the customer’s bank due to failure to pay confirmed Letters of Credit and has been advised that the said amounts are recoverable
The amount of Rs 92.45 crore and Rs 64.10 crore is shown under the head Trade Receivables and Other Financial Assets, respectively
Basis the aforementioned legal opinion and the management assessment, inspite of being confident of full recovery, considering the expected credit loss requirement of Ind AS 109 "Financial Instruments", the management has recognised the provision to the extent of Rs Nil crore ( 31 March 2021: Rs 31.33 crore) for the six months ended 30 Sep 2021, based on management's best estimate of collection of the aforementioned receivables as at 30 Sep 2021
The Company had entered into a contract for a 100 MW AC Photovoltaic plant in the state of Karnataka with IL&FS (“customer”) to cater to inhouse power demands of the large office space facilities at Bangalore of Embassy Energy Private Limited (“developer”)
The works were majorly completed by end February 2018 and the balance work was pending due to non- availability of land, which was in the scope of the customer
In October 2018, the National Company Law Tribunal ("NCLT") actions were initiated against the customer group and the Holding Company issued a work suspension notice to the customer, for balance of payments, with a copy to the developer.
The developer issued directions to the Company, vide a letter, to go ahead with the works/maintenance of the plant where in they also assured the Holding Company that they would make the payment if the customer failed to pay. As on date the customer owes SWPL Rs 92.45 crore.
In addition, an amount of Rs 64.10 crore under confirmed, irrevocable Letters of Credit arranged by the customer from their bank (‘Axis Bank’) mainly for the supplies which had been discounted by SWSL, after confirmation both from the customer and their bank, became due.
Due to the NCLT actions against the customer group, the customer’s bank refused to make the payment to the Company’s bank citing prevention against doing the same due to the NCLT order, and the Holding Company had to return the amount back to its bank.
12
Consolidated Cashflow
INR Crore
Profit before tax
Adjustments for noncash / other items
Operating profit before working capital changes
Working Capital Adjustments
Cash flows generated from Operating Activities
Income tax (paid) / Forex translation
Net Cash flows generated from Operating Activities
Inter Company Loan repaid
Interest received
Fixed Deposit
Fixed Assets etc
Net Cash flows generated from Investing Activities Proceeds from / (Repayment) External Borrowings (Net) Interest paid
Dividend
Others
Net Cash flows generated from Financing Activities
Net Cash increase
Net movement in currency translation Cash and cash equivalent at the beginning of the period Cash and cash equivalent at the end of the period
H1FY22
H1FY21
FY21
Key Highlights
Cash flow from Operations
Increase in working capital on account of BG encashment of Rs 404 crore and payment to overdue vendors
Cash flow from Investing activities
Intercompany deposit fully recovered
Cash flow from Financing activities
Increase in Borrowings on account of bank guarantees encashed by the customer
Cash and cash equivalents
Cash and cash equivalents represent Bank balances in various accounts across the world
(370)
167
203
(769)
(972)
11
(961)
885
45
23
(5)
948
205
(29)
-
(2)
174
161
0
220
381
37
14
51
216
267
(24)
242
62
53
(55)
(14)
48
(340)
96
(244)
557
313
(112)
201
219
244
(38)
(16)
409
(277)
(756)
(51)
-
(1)
(330)
(40)
-
463
424
(93)
-
(5)
(853)
(243)
(0)
463
220
13
Way Forward
Industry Outlook
o Short term outlook continues to be challenging o Majority of order finalization in H2FY22 pushed to FY23
Target large EPC markets
o Significant opportunities in North America and Europe market o Pursue development activities to secure more EPC business and
increase market coverage in US, Europe and Australia
Grow O&M portfolio
Expand new business
o Increased focus on third party O&M in International markets o Provide enhanced value to customers through O&M differentiators
o Leverage client relationships to gain meaningful market share in
rapidly growing battery storage and WTE business
14
Target large Solar EPC markets – US and Europe
US PV Installation historical data and forecast, 2010-2026
US market ▪ Most prominent and steady market of ~25 GW in 2022 with 75% in
utility scale
▪ 85GW of projects currently under off-take agreements that are in
various stages of development
▪ The recent US government policies have given a significant impetus to the growth of Solar and Energy Storage which gives us an exciting growth opportunity in one of the largest global markets
▪ We have completed 7 projects aggregating 38 MW in US. Two large projects in US aggregating 400 MW are in progress and expected to be completed by Q1FY23. This has resulted in SWSL being recognized as a strong EPC player in US market
▪ Pursue development activities to secure more EPC business and
increase market coverage in US
Europe market ▪ ~ 16 GW+ steady market (fragmented) , Germany, Spain and
Netherlands are the large market
▪ ~ 200GW PV to be installed until 2030 (shutdowns of coal, gas and
nuclear plants)
▪ Pursue development activities to secure more EPC business and
increase market coverage in Europe
Source: IHS Markit
Europe PV Installation historical & forecast,2011-2025
60
50
40
30
20
10
0
) c d
W G (
y t i c a p a C
Residential
Commercial
Utility
15
Grow O&M portfolio in large International markets
▪ Global O&M market size of 180 GW in 2020
▪ O&M market size will grow as more Solar capacity additions are done
▪ Globally ranked as 4th largest O&M player in 2020 as per Wood
Mackenzie report
▪ Increased focus on third party O&M in International markets through
organic and inorganic route
▪ Provide enhanced value to customer through O&M Differentiators like
drone thermography, strong analytics and predictions, IV Curve Tracer, underground cable fault finder, etc
▪ In-house Learning and training to upgrade the technical skills of the team
O&M market in 2020 (ex China and Japan)
Middle East & Africa, 10
Australia, 8
218 GW
North & South America, 106
Asia, 58
Europe, 35
Key Differentiators
Semi- Automatic & Robotic cleaning
IV Curve Diagnostic
In-house Cable fault locating system
Source: IHS Markit
Drone Thermography
Computerized Maintenance Management System
Strong Analytics & Predictions
16
Tap opportunities for pure BESS or Solar + BESS projects
▪ Battery Energy Storage Systems (BESS) and Energy storage systems (ESS) to grow 2x in
Annual installations of battery energy storage
next 4 years to $12 Billion annually
GW hrs
▪ US, China and Australia are the large markets in BESS
▪ UK + Europe will be the next big consolidated market with UK, Germany, France, Italy
& Spain being the top 5 countries.
82
78
63
42
▪ In the 82 GWh potential, nearly 28-30 GWh will be deployed in the Solar PV + BESS
projects
30
22
▪ Team of battery experts, sales and execution team added to cater to the market
10
opportunity
▪ Bid pipeline of 1.4 GW hrs across US, Australia, Europe and LATAM
2019
2020
2021
2022
2023
2024
2025
▪ Target order booking of 500 MWh with a value of US$ 150 mn
Source: marketresearchengine.com, BNEF, Energy Storage Grand Challenge Energy Storage Market Report 2020
17
Establish as strong EPC player in growing Waste to Energy market
▪ 310 mn tons of waste annually processed through incineration to produce energy
Global MSW feedstock capacity by tech type (%)
▪ ~US$ 5.25bn annual market till 2027
▪ ~70 new plants estimated per year until 2027
▪ UK and Europe constitutes 40+% of the Global market
▪ Bagged first order of US$ 200 mn in the UK market in collaboration with an
associate company
▪ Project pipeline of US$ 685 mn predominately in UK market
▪ Opened branch office in UK
12%
8%
16%
691 Mn tonnes
45%
19%
Incineration (energy recovery)
Landfill
Waste Processing
Recycling
Others
Source: AcuComm
18
THANK YOU
For further information, please contact:
Company :
Investor Relations Advisors :
Sterling and Wilson Solar Limited
Strategic Growth Advisors Private Limited
CIN: U74999MH2017PLC292281
CIN: U74140MH2010PTC204285
Mr Vishal Jain Head – Investor Relations
Mr Jigar Kavaiya / Mr. Parin Narichania
+91 9920602034 / +91 9930025733
Email: ir@sterlingwilson.com
Email: jigar.kavaiya@sgapl.net / parin.n@sgapl.net
www.sterlingandwilsonsolar.com
www.sgapl.net
19