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April 2018

INVESTOR PRESENTATION
SOLAR
Disclaimer

This presentation and the accompanying slides (the “Presentation”) have been prepared by Sterling and Wilson Solar Limited (the “Company”) solely for information purposes and do not constitute an offer to sell or, recommendation or solicitation of an offer to
subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. This Presentation is strictly confidential and may not be taken away, copied, published, distributed or transmitted or reproduced
or redistributed or passed on directly or indirectly to any other person, whether within or outside your organization or firm, or published in whole or in part, for any purpose by recipients directly or indirectly to any other person. The contents of this Presentation have
not been reviewed by any regulatory authority in any jurisdiction. The distribution of the Presentation in certain jurisdictions may be restricted by law and the recipients into whose possession the Presentation comes should inform themselves about and observe
such restrictions. Further, the securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any applicable jurisdiction and these materials do not constitute or
form a part of any offer to sell or solicitation of an offer to purchase or subscribe for securities in the United States or elsewhere in which such offer, solicitation or sale would be unlawful prior to registration under the Securities Act or the securities laws of any such
jurisdiction. No securities of the Company may be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act. The Company does not intend to make any public offering of securities in
the United States. By accessing this Presentation, each investor is deemed to represent that it is and any customer it represents are either (a) qualified institutional buyers (within the meaning of Rule 144A under the Securities Act) or (b) outside the U.S. (within
the meaning of Regulation S under the Securities Act), and is a sophisticated investor who possesses sufficient investment expertise to understand the risks involved in the offering.

This Presentation is not intended to be a prospectus (as defined under the Companies Act, 2013, as amended) or draft offer document / an offer document under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.

The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments, which may occur after the date of the Presentation. The
information set out herein may be subject to updating, completion, revision, verification and amendment and such information may change materially. This presentation is based on the economic, regulatory, market and other conditions as in effect on the date
hereof. It should be understood that subsequent developments may affect the information contained in this presentation, which neither the Company nor its affiliates, advisors or representatives are under an obligation to update, revise or affirm. You acknowledge
and agree that the Company and/or its affiliated companies and/or their respective employees and/or agents have no responsibility or liability (express or implied) whatsoever and howsoever arising (including, without limitation for any claim, proceedings, action,
suits, losses, expenses, damages or costs) which may be brought against or suffered by any person as a result of acting in reliance upon the whole or any part of the contents of this Presentation and neither the Company, its affiliated companies nor their
respective employees or agents accepts any liability for any error, omission or misstatement, negligent or otherwise, in this Presentation and any liability in respect of the Presentation or any inaccuracy therein or omission therefrom which might otherwise arise is
hereby expressly disclaimed.

Certain statements contained in this Presentation may be statements of the Company’s beliefs, plans and expectations about the future and other forward looking statements that are based on management’s current expectations or beliefs as well as a number of
assumptions about the Company’s operations and factors beyond the Company’s control or third party sources and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant
forward looking statements. Forward looking statements contained in this Presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. There is no obligation to update or revise any
forward looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward looking statements, which speak only as of the date of this Presentation.

If the Company should at any time commence an offering of securities, any decision to invest in any such offer to subscribe for or acquire securities of the Company must be based wholly on the information contained in the red herring prospectus and the
prospectus and any international offering memorandum (including the risk factors mentioned therein) issued or to be issued by the Company in connection with any such offer and not on the contents herein. Information contained in this presentation is qualified in
its entirety by reference to an offering document for any potential transaction, if it proceeds. Any potential transaction could be made available to the recipient of this document in accordance with the applicable laws and regulations, including the distribution of any
required documents for such potential transaction and such documents will supersede all prior information provided to the recipient, herein or otherwise. No representation or warranty express or implied) is made as to, and no reliance should be placed on, the
accuracy, completeness or correctness of any information, including any projections, estimates, targets and opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein and, accordingly, none
of the Company, its directors, officers or employees or its affiliates, its advisors or representatives, including the Global Co-ordinators and Booking Running Lead Managers or Book Running Lead Managers, or any such person's officers or employees accepts any
liability (in negligence or otherwise) whatsoever arising directly or indirectly from the use of this presentation The contents of this Presentation have not been independently verified and this Presentation has been prepared by the Company solely for informational
purposes.

Neither the delivery of this Presentation nor any further discussions with any of the recipients shall, under any circumstance, create any implication that there has been no change in the affairs of the Company. This Presentation is a summary only and it is not the
intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the financial position or prospects of the Company.

Certain data contained in this Presentation was obtained from various external data sources, and none of the Company nor any of its respective affiliates, advisers or representatives has verified this data with independent sources. Accordingly, the Company and
its respective affiliates, advisers and representatives make no representation as to the fairness, accuracy, correctness, authenticity or completeness of that data, and this data involves risks and uncertainties and is subject to change based on various factors.

The information contained in this Presentation is not to be taken as any recommendation made by the Company or any other person to enter into any agreement with regard to any investment. You will be solely responsible for your own assessment of the market
and the market position of the Company and you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the business of the Company.

By attending or viewing all or part of this presentation, you (A) acknowledge and agree to be bound by the limitations and restrictions described herein, (B) agree to maintain confidentiality regarding the information disclosed in this presentation, and (C) agree to
maintain confidentiality of the existence and scope of this presentation and of all conversations regarding this potential investment opportunity, (D) represent that you are lawfully able to receive this presentation under the laws of the jurisdiction in which you are
located or other applicable laws. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The Company is proposing, subject to applicable statutory or regulatory requirements, receipt of requisite approvals, market conditions and other considerations to make an initial public offering of its equity shares and has filed a red herring prospectus dated July
29, 2019 (“RHP”) with Registrar of Companies, Maharashtra at Mumbai (“RoC”). The RHP is available on the website of the SEBI at www.sebi.gov.in, BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and the
websites of websites of the Global Co-ordinators and Book Running Lead Managers at www.icicisecurities.com, www.axiscapital.co.in, www.credit-suisse.com, www.db.com/India, www.iiflcap.com and www.sbicaps.com; Book Running Lead Managers at
www.indusind.com and www.yesinvest.in. Any potential investors should note that investment in equity shares involves a high degree of risk and for details refer to the “Risk Factors” on page 28 of the RHP. Potential investors should not rely on the DRHP filed
with the SEBI for making any investment decision.

Strictly Private and Confidential 1


Today’s presenters

Khurshed Daruvala Bikesh Ogra Bahadur Dastoor Vikas Bansal


Head – International
Chairman Director & Global CEO Chief Financial Officer
Business Development

 Promoter of the Company  With the Sterling and Wilson  With the Sterling and Wilson  With the Sterling and Wislon
group for more than 2 group for more than 8 years group for more than 7 years
decades
 Holds 33.3% stake in the
Company  23+ years of experience in  Over 8 years experience in
 22+ years of experience in finance and audit related business development and
EPC sector matters sales
 Part of Sterling and Wilson
group for almost 25 years
 Prior experience in Godrej &  Prior experience in Aricent
Boyce, Lovelock and Lewes Technologies and Asea Brown
Boveri

Strictly Private and Confidential 2


ISSUE SUMMARY

Strictly Private and Confidential 3


Issue Summary

Company Sterling and Wilson Solar Limited (the “Company” or "SWSL")

 Initial Public Offering ("IPO") of equity shares of face value INR 1 each of the Company
 Will only be offered and sold (a) in the United States in reliance on Regulation S under the Securities Act or (b) in the United States
Offering
only to QIBs in compliance with Rule 144A under the Securities Act . No securities may be offered, sold or delivered in the United
Structure
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and applicable state or local securities law.

 IPO of equity shares of face value of INR 1 each of the Company aggregating up to INR 31,250.00 million, comprising of an offer for
sale of equity shares by Shapoorji Pallonji and Company Private Limited aggregating up to INR 20,833.33 million and by Khurshed
Yazdi Daruvala aggregating up to INR 10,416.67 million (together “Promoter Selling Shareholders”)
Offering
 Offer to QIBs – Not less than INR 23,437.50 million
Size
 Of which Anchor Investor Portion - Up to INR 14,062.50 million
 Offer to Non – Institutional investors - Up to INR 4,687.50 million
 Offer to Retail investors - Up to INR 3,125.00 million

 Achieve the benefits of listing the Equity Shares on Stock Exchanges which the Company expects will enhance its visibility, brand
image apart from providing liquidity to the shareholder and public market for the equity shares in India
 To carry out the sale of Offered Shares by the Promoter Selling Shareholders
Objects of
 Promoter Selling Shareholders shall utilize a portion of the net offer proceeds, towards funding full repayment of the loans due to
the Offer
the Company and Sterling and Wilson International Solar FZCO from Sterling and Wilson Private Limited (“SWPL”) and Sterling and
Wilson International FZE (a subsidiary of SWPL) respectively within 90 days from the date of listing of the equity shares
 Company will not directly receive any proceeds from the offer

Strictly Private and Confidential 4


Issue Summary Contd…

Price Band
 INR 775 to INR 780 per equity share
&
 Bid Lot being 19 equity shares and in multiples of 19 Equity Shares
Bid Lot

 Anchor Investor Bid Offer opens & closes on August 5, 2019


Offering
 Bid/Offer opens on August 6, 2019
Timelines
 Bid/Offer closes on August 8, 2019

Listing
Venue
National Stock Exchange of India Limited BSE Limited

GCBRLMs

Deutsche Bank

BRLMs

Strictly Private and Confidential 5


COMPANY OVERVIEW

Strictly Private and Confidential 6


Sterling & Wilson Solar – The Largest Global Solar EPC Player(1)

#1 World’s No. 1 Solar EPC(1)

Operational Excellence
Abu Dhabi End-to-end “Concept to 26
1,177 MWp
Market Leader

Largest Solar EPC player


Commission” solar EPC Countries
Installing world’s largest
#1 in India, Middle East & single location Solar PV
Africa(1) plant(4)
Market share 2018(5)
154 6,870 MWp 5,558 MWp
16.6% 36.6% 40.4% Design & Total EPC Total O&M
India Africa Middle East Engineering team capacity capacity(6)

INR 82,404mn 44%


Recognition

Operational Revenue Op. Revenue CAGR


Global

(FY19) (FY16-19)

Financial Performance
Leading Solar EPC – 2018 Excellence in Renewable Energy
RE International Excellence - Project Execution Award
Indian Companies - 2018 CBIP 2017
INR 77,398mn 72% 62%
PAT CAGR RoE
Order Book + LOI(2)
(FY16-19) (FY19)(3)
Strong Parentage

Highly Diversified Operations


 70% Revenues in FY19 from international projects
Operations in 45 countries 90+ years of experience globally  Diversified Order Book + LOI(2) as on Mar-19
across 7 regions

(1) IHS Markit ranking 2018; based on annual installations of utility scale PV systems >5MWp
(2) Order book, defined as the value of solar power projects for which the Company has entered into definitive EPC contracts minus the revenue already recognized from those projects, is INR 38,316mn as of March 31, 2019.
Letter of Intents (LOIs), defined as solar power projects for which the Company has won bids but has not executed definitive EPC contracts, is INR 39,082mn as of March 31, 2019.
(3) ROE calculated as consolidated restated net profits divided by networth at the end of period; NW is Equity share capital plus other equity (including legal reserve, retained earnings and effective portion of cash flow hedge).
(4) CRISIL Ltd. | (5) Based on percentage share of annual installations of all utility-scale PV systems greater than 5 MWp in 2018 | (6) Total O&M Capacity as of 31 March 2019 | (*All numbers rounded off to the nearest whole
no.) Strictly Private and Confidential 7
Our journey towards becoming the Largest global solar EPC
player(1) in a rapidly growing solar industry

Increasing global market share over the years


4.6%
2018
Expanded operations
in Australia by
acquiring a controlling
2.2% stake in GCO 2019
Electrical Pty Ltd. Emerged as World’s
largest (1) Solar EPC
0.8% 1.0% player in 2018
0.3%
Global player with
presence and
2014 2015 2016 2017 2018 2016 operations across India,
2015 Ventured into Middle East, Africa,
Recognised as the largest roof-top solar South East Asia,
Indian solar EPC player Europe, US and
2017
Australia
Demerger of S&W Solar
Achieved Inter Solar Award focusing on pure-play
2015 solar EPC business
from the S&W group
2011
Ventured into solar
EPC business Bagged world’s largest
single location solar EPC
2014 project order in Abu Dhabi
Sterling Wilson Commenced first
group started International Project
operations

(1) IHS Markit 2018. Based on annual installations of utility-scale photovoltaic systems of more than 5MWp
Strictly Private and Confidential 8
Wide presence and operational experience across geographies

26
Countries(1)

6,870 MWp
capacity globally(2)

Diversified global operations with a high contribution of revenue from international


Largest market share in solar EPC globally operations

Market share (% of installations in 2018)(2) Revenue from Operations Order book + LOI break-up
break-up (FY19) (As of Mar 2019)(3)
4.6% India 12%
India 30% Europe 22%
2.2%
2.1% Africa 12%
1.9% MENA 20% SEA 8%
1.9% International US &
70% LATAM
1.4% 26%
1.2% Total
(1) Including the countries where the Company has a presence or has executed or is executing a project
(2) IHS Markit 2018; Share of annual installations of all utility-scale PV systems >5 MWp (% of MW) for the companies with the largest market shares in 2018. INR 77,398mn
(3) Cumulative as of March 31, 2019; Includes commissioned capacity, under-construction and confirmed contracted capacity. | (*All numbers rounded off to the nearest whole no.)
Strictly Private and Confidential 9
INVESTMENT HIGHLIGHTS

Strictly Private and Confidential 10


Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 11


Solar has emerged as a disruptive low cost source of energy
Solar PV project economics continue to improve with expectations of further improved cost competitiveness

Solar tariffs have seen a sharp decline globally and have fallen significantly below those of Solar has increasingly competitive in terms of LCOE
traditional energy sources like coal (cost of producing each unit of electricity over the lifetime)
Solar auction prices (US Cents/KWh) Tariff trend in India (Rs /KWh)(1) 200 Indicative ranges for LCOE in India (US$/KWh)
150
17
16 100
6.7
50
11 5.6 4.8 0
10 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030
5.2
7 7 4.6 Solar PV Coal Gas
6
4.1 300
4 3.8 Indicative ranges for LCOE in USA (US$/KWh)
3
3.0 200
2.7
India MENA S Africa 2014 2015 2016 2017 2018 100

0
2014 2016 2018 Solar Coal 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030
Solar PV Coal Gas

Global solar utility-scale system costs continue to decline, primarily driven by falling module prices
Price per Watt ($/W)
9% 10% 11% 13% 14% 14%
18% 21%
1.82 23%
27% 29% 29%
15%
1.51 16%
6% 18%
7% 22%
1.14 5% 23% 24%
0.89 5%
5% 5%
0.77 0.70 52% 46% 43%
34% 29% 29%

2012 2014 2016 2018 2020 2022 2012 2014 2016 2018 2020 2022

Average global total utility scale system PV costs Module Inverter Balance of plant EPC Other

Note: LCOE - Levelized Cost of Energy


Source: IHS Markit, CRISIL, BloombergNEF
(1) Tariffs are for financial year (Fiscal year ending March), No competitively bid coal projects in 2018/ FY18, Coal tariffs include fixed + variable costs
Strictly Private and Confidential 12
Solar: disrupting the global power sector
Transformation in the global energy landscape with the continued surge of solar

Rapid uptick in the share of solar in the global power generation capacity, annual
additions, and global installed power capacity base Key advantages and growth drivers of solar


Solar share
in installed 2% 3% 6% 10% Already among the lowest cost power sources even
power without government incentives
capacity
base (%) 38.4%

 Declining utility scale PV system costs and higher


panel efficiency to further improve cost competitiveness
Solar share in
annual power
additions (%)

25.3%

9.8%
14.3%  Greater efficiency in installation and commissioning
process

2012 2015 2018 2022  Favorable regulatory environment and increasing


commitments to combat climate change

Strong growth in PV installations in key markets the Company operates in (1)


 PV can be deployed faster to cover electricity demand
gaps in areas with vulnerable electricity systems

Annual PV installations (GW) 2018 2021 2018-21 CAGR


India 10.7 15.0 11.7%
South East Asia 1.1 5.1 70.6%
Middle East and North Africa 4.6 8.4 22.2%
Rest of Africa 1.2 3.5 42.0%
Europe 10.6 23.4 30.0%
USA 10.4 16.7 17.4%
Latin America 6.0 7.0 5.4%
Australia 4.6 5.9 8.1%
Grand Total (excluding Rest of World) 49.1 84.8 20.0%
Source: IHS Markit
(1) China and Japan constitute major countries in rest of world
(2) Annual solar PV installations in India, SEA, Middle East, Africa, Europe, USA, Latin America and Australia.
Strictly Private and Confidential 13
Solar EPC market expected to continue to shift towards
larger players

Market-share is shifting towards larger solar EPC players with existing capabilities and sound financial strength

Market shares evolution of Top 5 (as in 2018)


solar EPC players(1)
Increasing market share of
19.3%
Top 20 players
With increasing number of projects larger than
1.7% 100MW being built, as per IHS
Global (ex-China)

2014 2018

Driven by Key Factors…

Design & Engineering capabilities in a cost efficient


Financial strength and bankability
manner

Strong track record of on-time project completion and high Deep understanding of the local markets in which
plant performance Company operates

Relationships built over time with customers, suppliers, Limiting number of players that meet qualification
lenders and others requirements because of increasing size and complexity

(1) Source: IHS Markit; Market share of top 5 global players ex-China of 2018
Strictly Private and Confidential 14
Energy storage market growth expected to drive solar demand in
the medium-to-long term

A significant reduction in battery costs…


$/kWh

960
720
600
420
320 260 255 245 230 220 209

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Average Li-ion battery module prices

… is driving the increased adoption of battery energy storage in solar PV plants


GW Cumulative PV installations paired with battery energy storage 37.0

27.8
19.9
12.9
7.6
2.0 3.7
1.0

2015 2016 2017 2018 2019 2020 2021 2022

 Helps to overcome the inherent limitation of solar PV generation with stored energy now being able to be utilized when solar
power is not being generated in off-peak times

 Higher mix towards solar + storage (from pure solar) also helps in improving realizations for EPC players

Source: IHS Markit


Strictly Private and Confidential 15
Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 16


Comprehensive Concept to Commission solar EPC solutions
provider with end-to-end capabilities

Utility scale solar projects (incl Rooftop solar projects Solar + energy storage O&M service
turnkey & BOS)

Key financial metrics (EPC business) Key financial metrics (O&M business)

INR 81,452mn 11.6% 124% INR 936mn 43.6% 96%


FY19 Revenue from FY19 Gross FY17-19 FY19 Revenue from FY19 Gross FY17-19
EPC business margin Revenue CAGR O&M business margin Revenue CAGR

Design and Engineering Procurement Inspection & Audit Construction Field quality
O&M service
monitoring
 Dedicated in-house  Selection of vendors  3-stage audit process  Final inspection and  Centralized  Long Term O&M
design & engineering after thorough due including initial factory audit, testing under the monitoring with services for both own
team of 154 people diligence production process audit supervision of project efficient customers, and third-
and monitoring at vendor’s manager to ensure new tracking of party projects
 India based cost  Well-defined quality facility and pre-shipment plant is safe and meets under-
effective structure management inspection design objectives construction
procedures
plants

Strictly Private and Confidential 17


Company’s flexible Hub-and-Spoke business model facilitating
geographic expansion to capture the global opportunities

Hub-and-Spoke business model driving global expansion through a cost effective India base…

Design & engineering and Regional presence across Significant cost benefits &
Procurement team based in India 26 countries timely execution

 Ability to mobilize & deploy resources on multiple projects globally through India base

 Strong relationship with suppliers due to global execution track record helps sourcing of raw materials at competitive prices

 Has facilitated expansion to 26 countries as on date in a quick period of time

Strictly Private and Confidential 18


A strong execution track record and recognition from leading
institutions (1/2)
Strong operating metrics

Zero Cost Benefits 0.18


Sites with performance with the supply chain & design teams based in Site accidents(3)
related LDs (1) India (Loss time frequency rate)

24.4% History of timely completion of projects High % of repeat customers(4)


 Installation of 200 MWp in Abu Dhabi within a
21.6% short timeline of 1 month
 Completed a project in the Rajasthan within the
scheduled timeline of 4 months despite various
83.3% 64.4%
India Overall In India Outside India
challenges
High bid conversion rate(2)

177
5,558MWp Total O&M contracts(6) Projects commissioned

6,870 MWp
Third Party O&M Total capacity till date(5)
28.3% contracts(6) 28
Projects under-construction
(1) Liquidating Damages related to Performance ratios in FY18 and FY19 in EPC contracts (4) Percentage of total commissioned capacity from customers with whom more than one project executed for
(2) Bid Conversion rate under EPC contracts for FY19. FY19
(3) For FY19; Refers to Lost Time Injury Frequency Rate which is the number of lost time injuries occurring in a (5) Cumulative as of March 31, 2019; Includes 5,271MWp of commissioned capacity and 1,599MWp of under-
workplace per 1 million hours worked construction and confirmed contracted capacity.
(6) Total O&M contracts as on 31 March 2019
* Numbers rounded off to nearest whole number, percentages to one decimal place
Strictly Private and Confidential 19
A strong execution track record and recognition from leading
institutions (2/2)
Global awards & recognition

Leading EPC – Excellence in Renewable Energy Project of the Year Award 2017
Solar – Ground Based, 2018 Project Execution Award 2017

Solar O&M contractor of the year -Roof Immense contribution to the Solar Today Utility Scale Solar EPC
top scale, 2017 Infrastructure sector, 2016 Contractor 2016 Award

Intersolar AWARD 2015 BMGI Energize Indian Power Sector Most promising firm and outstanding contribution
(11 MWp Solar Project in Award in 2014 - Excellence in Solar towards the development of SE, 2014
Maharashtra under JNNSM PH II) EPC and Innovation in Solar Energy

Strictly Private and Confidential 20


Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 21


Dedicated design and engineering team focused on innovation
and developing efficient technology
Value engineering solutions provided through a strong in-house design team with expertise in advanced technologies

154 Real-time and predictive Innovation & Development


Persons strong design & analytics of capabilities in
engineering team emerging technologies

Strong R&D capabilities led by in-house designing and engineering team providing customized unique solutions in various projects

Challenges Solutions
‽ How to fit maximum capacity in a given land area  Unique installation structure of placing PV modules in east-west
with minimum bid criteria of 350MWp orientation instead of standard south facing orientation to
maximize electricity generation
‽ Maximizing electricity generation
 Unique 8 high fixed structure design to optimize generation
‽ To automate and reduce O&M cost
Abu Dhabi
 1,412 robots to create an automated plant to reduce water
1,177 MWp
consumption and operating expenses

‽ Project site on a riverbed, hence the fear of flooding  Three leg module mounting structure to make the project site
‽ Site situated in a high-speed wind zone flood resistant
‽ Problem of soft & mushy soil  Combination of concrete ballast foundation & pilling foundation
used
Philippines  Outdoor inverter stations on RCC beams to tackle soft, mushy soil
22.32 MWp  Able to mobilize engineers & project managers from India quickly
to meet deadlines

Strictly Private and Confidential 22


Sweihan Abu Dhabi Project - World’s largest single location
solar PV plant

Highlights Bid Winners Consortium of Financiers


Supported by Abu
Dhabi Water and
Overview 1,177 MWp & others Electricity authority
Lowest LCOE bids of
USD 2.42 cents / kWh

Emerged as the sole winner, offering 1,177 MWp


Fit in maximum capacity in a given land area
capacity – the world's largest single location solar
(minimum 350 MWp – Bid Criteria)
PV plant(1)

Modules installed East to West


Maximize electricity generation A unique eight high fixed structure design used to
optimize generation
Challenges Solutions
Optimize time & cost
To optimize time & cost, preference has been to
maximize procurements from UAE
Localization

1,412 robots used: leading to an automated plant,


Automated and low cost O&M
reduced water consumption and operating expenses

Bid for 1,177MWp against Installed 200 MWp Built with over 5mn One of Lowest
within a short timeline accident free safe tariff globally at
Impact minimum requirement of
of one month man hours the time for any
350MWP PV plant(1)

1) Source: CRISIL Research


Strictly Private and Confidential 23
Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 24


Bankable EPC service provider with a diversified blue chip customer
base and strong relationship with other stakeholders
24%
Customers / Developers
22%  Strong relationship with a multitude of global

Developers
Lenders to
lenders - both state-owned and private
 Lenders rely on SW’s credibility as an EPC
India Overall
player to finance projects
High bid conversion rate(1)

Owners’ Engineers
Consultants /
 Strong relationship with world renowned
consultants and engineers engaged by
developers
 Their certification provides additional assurance
to customers

 Strong relationship with top global strategic


developers
 Strong relationship with diversified group of local

Suppliers
and global suppliers of modules and other raw
 Widening customer base with new class of materials; critical to supply chain success
developers like Private Equities Funds  Helps Company get significant cost benefits in
High % of repeat customers(2) sourcing materials
 Manages the complete supply chain thereby
reducing the number of service providers 83% 64%  Large scale public sector off-takers – Adds

Takers
customer has to engage with and optimize In India Outside India high credibility to international track record

Off-
solution  Helps in timely execution

(1) Bid Conversion rate under EPC contracts for FY19


(2) Percentage of total commissioned capacity from customers with whom more than one project executed as of March 31, 2019, numbers rounded off to the nearest whole number
Strictly Private and Confidential 25
Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 26


Strong parentage and ability to leverage the global “SP” brand

SP group’s experience translated into multiple advantages for S&W initially Emerged as a credible solar EPC player globally

45  SP group’s presence in India, Middle East, Africa, APAC, South


Global  Assisted the Company in getting a head-start in
Access countries America and Europe assisted S&W in gaining access and entry
presence establishing operations in these regions
 SP group has a strong presence in Middle East and Africa

EPC 150+  Assistance in getting subcontractors, connecting with government  S&W gets the benefit of local EPC knowledge
Knowledge years of
experience authorities, liaising and sometimes, submitting bids due to the presence of the SP group

Strong  Helps meet certain financing requirements for


Financial
support financial  Support of SP group for non-fund limits to bid for large projects bidding for projects
backing

The Company is capable of rendering EPC knowledge and support for geographies not covered by SP group

Strictly Private and Confidential 27


Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 28


Experienced management team with global operational
experience

Bikesh Ogra 22+ 22+ Bahadur Dastoor 23+ 8+


Director & Global CEO CFO
 22 years experience in EPC sector  Heads the finance & accounting function of Company
 Education - B.E.  Previously served at Godrej & Boyce, Lovelock &
Lewes and Kalyaniwalla and Mistry
 Education - CA, Fellow member of ICAI

Vikas Bansal 10+ 8+ Rajneesh Shrotriya 23+ 4+


Head – International Business Development Chief Technology Officer
 Previously served at Asean Brown Boveri, Aricent  Previously served at Adani Wilmar, Arvind Mills,
 Over 8 years of experience in business development Suzlon Energy, Green Infra, Lanco Solar Energy, etc
and sales  Education - MBA, B.E.
 Education - MBA, B.E.

Kannan Krishnan 23+ 10+ Chandra Kishore Thakur 33+ 1+


COO – Solar (India & SAARC) COO – International
 Designated as Manager of the Company  Over 33 years experience in Power & Infrastructure
 Previously served at Asea Brown Boveri Ltd sector
 Education - B.E.  Previously served at National Thermal Power
Corporation, Lanco Infratech, Punj Lyold
 Education - MBA

Denotes Total Experience Denotes Experience with S&W group


Strictly Private and Confidential 29
Investment highlights

1 Fast growing solar market

2 Global solar EPC Leader providing comprehensive end-to-end EPC solutions

A dedicated design and engineering team focused on innovation and developing


3
efficient technology and engineering solutions

4 Strong relationships with customers and other key stakeholders


SOLAR

5 Strong parentage and the ability to leverage the global “SP” brand

Highly experienced management team with global operational experience in the


6
solar EPC industry

7 Strong growth and financial performance backed by an asset-light business model

Strictly Private and Confidential 30


Strong growth and financial performance backed by an asset-light
business model
Strong financial metrics (INR mn)
Asset light business model…
FY16 FY17 FY18 FY19
Revenue from
operations

46% 1% 59% 70%


82,404  Customers provide real estate assets for project
68,717
27,394 16,403  Company takes assets / equipment required for projects on
lease basis
 Entails low capex and fixed costs
Margin*

9,850
Gross

7,527
3,323 2,132
…with low working capital requirement
12.1% 12.0%
13.0% 11.0%

*Gross Margin does not include impact of forex related to project and operations
 Short duration contracts with an average life of one year


8,516
EBITDA#

5,505 Advance payment from customers typically


1,959 10.3%

647 8.0%
7.1%
3.9%
Shorter payment cycle from customers, compared to longer
payment cycle to suppliers
#EBITDA is after including other income.
ROE ROE
118% 62%

6,382 Strong track record of financial performance


PAT

4,505


1,254 314 6.5% 7.6%
4.6% 1.9% Diversification of revenue base with international operations
increasing from 46% of turnover in FY16 to 70% in FY19

20,000  Focus on improving EBITDA margins through benefits of


Net Working

10.1%
operating leverage with increasing scale and operational
capital

2,335 2.8%
1,660
– efficiency from low cost India base
(7,490)
(2,399)
(8.8%) (10.9%)  PAT margins have improved due to increase in international
(20,000) (20.0%)
Working Capital % of Operating Revenue operations and lower tax rate in geographies such as UAE
Note: Information for FY16 and FY17 pertains to the solar EPC business transferred into the Company subsequently
Gross Margin calculated as Revenue from Operations less COGS and Direct Project costs; all numbers are rounded off to the nearest whole number, percentages to one decimal place
Strictly Private and Confidential 31
% of international revenues of the operating revenue NW calculated as Equity share capital plus other equity (including legal reserve, retained earnings and effective portion of cash flow hedge)
Significant geographic diversification over the years

EPC + O&M Revenue break-up by geography over the years

FY16 FY17 FY18 FY19


SEA SEA Australia
13.1% 0.2% 0.1% India
Africa
India 30.2%
0.4%
40.9%

INR 27,394 India INR 16,400 INR 68,714 INR 82,388


mn 54.3% mn mn MENA mn
MENA 47.7%
57.9% Africa
Africa 1.1% SEA
32.7% SEA Africa 9.6%
India 0.0% 8.2%
99.4% America America
0.1% 4.3%
Order book(1) break-up by geography over the years

FY16 FY17 FY18 FY19


Order Book + LOIs(1)
India
India India 11.8%
Europe
100.0% 17.2% India
MENA 22.1%
24.8%
54.8% Africa
12.0%
INR 3,608 INR 73,441 INR 73,312 INR 77,398
mn mn mn mn
SEA
Africa MENA 7.9%
15.9% 20.0%

MENA America US &


82.8% 4.6% LATAM
26.2%

(1) Order book, defined as the value of solar power projects for which the Company has entered into definitive EPC contracts minus the revenue already recognized from those projects, is INR 38,316mn as of March 31, 2019.
Letter of Intents (LOIs), defined as solar power projects for which the Company has won bids but has not executed definitive EPC contracts, is INR 39,082mn as of March 31, 2019.
* all numbers are rounded off to the nearest whole number, percentages to one decimal place
Strictly Private and Confidential 32
STRATEGY

Strictly Private and Confidential 33


Our Strategy

Maintain market leadership Grow our customer base and Expand product offerings -
Increase operational &
through strategic expansion of maintain relationships with O&M, rooftop solar EPC and
financial efficiency
overseas operations other key stakeholders solar storage solutions

Well planned geographical


expansion strategy

In-depth & pro-active approach to


Co-development & strategic partnership to Ability to tap opportunities arising in certain
strategically enter markets with conducive
enter other key markets countries
solar policies and solar resources

 Pro-active identification of potential  Co-development model in certain


 In-house regional team monitoring
upcoming solar opportunities regions (such as USA , Europe,
various regions helps identify arising
Australia, etc.) by making certain equity
opportunities in countries which has no
investments in projects to acquire EPC
 Sets up presence to conduct market contract
physical presence
diligence and bid for projects
 Provides ability to mobilize resources &
 Entering new market by acquisitions or
 Ensures market preparedness well before partnerships with local players
undertake projects on one-off basis in
countries without making permanent
projects actually come up for bidding
investments

Strictly Private and Confidential 34


In summary, we have a differentiated business model which
creates high entry barriers

1 One of the only global pure-play solar EPC players with a significant presence and operational experience across geographies

2 A bankable player with strong relationships with customers and other key stakeholders

3 Strong in-house team of 154 design and engineering people providing customized solutions

4 Leveraging the low-cost India base for global execution providing cost competitive solutions

5 Quick decision making & well-defined internal processes leading to timely execution

6 Strong track record of executing complex & large scale EPC projects leading to high customer retention and repeat business

Strictly Private and Confidential 35


Detailed Financials

Strictly Private and Confidential 36


Profit & Loss Statement

FYE March 31 (INR mn) FY16 FY17 FY18 FY19 Key Highlights

Revenue from operations 27,394 16,403 68,717 82,404  Decline in FY17 revenue due to decrease in EPC revenue from
international projects
Growth % (40.1%) 318.9% 19.9%
– 90MWp project in South Africa and 51MWp project in Philippines
Direct Expenses 24,071 14,271 61,190 72,554 substantially completed in FY16

Gross Profit 3,323 2,132 7,527 9,850 – However, no EPC revenue recognized from any new international
projects in FY17
Gross margin % 12.1% 13.0% 11.0% 12.0%
 In FY18, international EPC revenue recognized from mainly 4 projects –
Overheads 1,435 1,583 2,150 3,429 1,177MW Abu Dhabi and 175MWp Morocco projects

Other income 70 98 127 2,095 – Increase in finance cost in FY18 mainly due to buyer’s credit taken
for imported modules for Abu Dhabi project and projects in India
EBITDA 1,959 647 5,505 8,516
– Effective tax rate declined in FY18 due to significant increase in
EBITDA margin % 7.1% 3.9% 8.0% 10.3% international revenue and lower tax rate in international geographies
such as the UAE, which is the Company’s global headquarters
Depn. and Amort. 9 16 32 78
 FY19; revenue from operations increased by 19.9% y-o-y primarily due
EBIT 1,949 631 5,473 8,438 to a significant increase in EPC revenue from South East Asia, Africa
and United States of America and Latin America
EBIT margin % 7.1% 3.8% 7.9% 10.0%
– A total of 19 EPC projects were executed across 10 countries in
PBT 1,943 603 5,287 7,592
FY19; EPC revenues recognized for the first time from Australia
PBT Margin % 7.1% 3.7% 7.7% 9.2% – O&M revenues jumped 113.9% y-o-y to INR 936 mn in FY19
Tax expense 689 289 781 1,209 – Improvement in EBITDA Margins due to operating leverage and
efficiency in operations
Tax rate % 35.5% 47.9% 14.8% 15.9%
– Increase in finance cost of INR 846 mn was offset by the interest
PAT 1,254 314 4,505 6,382
income of INR 1,597 mn from related parties
PAT Margin % 4.6% 1.9% 6.5% 7.7%
(1) Information for FY16 and FY17 pertains to the solar EPC business transferred into the Company subsequently.
*Gross Profit does not include impact of forex related to project and operations; all numbers are rounded off to the nearest whole number, percentages to one decimal place
Strictly Private and Confidential 37
Balance Sheet

FYE March 31 (INR mn) FY16 FY17 FY18 FY19 Key Highlights
Assets
 Asset light model with low fixed assets and nominal capital
Non current assets 82 208 416 672
investments
Tangible assets (incl. CWIP) 61 76 231 265
Intangible assets 6 9 10 49
Deferred tax assets (net) 10 111 110 321 – Customers provide real estate assets for projects
Other non current assets 5 12 64 36
– Company takes assets / equipment required for projects on a
Current assets 7,051 10,577 48,788 53,247 lease basis
Inventories 13 149 186 131
Trade receivables 4,683 6,480 18,215 19,002
– Entails low capex and fixed investments
Cash & cash eq. & bank balances 309 109 1,041 4,545
Loans 16 28 94 19,534
Other current & financial assets 2,029 3,811 29,253 10,034  Low working capital requirements due to low inventory
requirement, short duration of contracts with an average life of one
Total assets 7,132 10,785 49,204 53,919 year, and nature of payment cycle of customers and suppliers

Equity and Liabilities – Advance payment from customers typically


Shareholders’ funds (769) 566 1,939 8,375
– Shorter payment cycle from customers, compared to longer
Non current liabilities 11 32 56 86
payment cycle to suppliers
Provisions 11 32 56 86

Current liabilities 7,891 10,187 47,209 45,458  Borrowings in FY17 and FY18 mainly on account of buyer’s credit
Borrowings 3 3,151 1,841 22,278 taken for import of raw materials
Trade payables 6,738 4,629 37,398 19,125
Derivatives 32 194 104 -  Borrowings at end of FY19 increased substantially on account of
Provisions 321 379 552 769 restructuring due to the Demerger whereby the Company
Other current & financial liabilities 796 1,836 7,314 3,286 increased debt and extended loans and advances to the group
company
Total equity and liabilities 7,132 10,785 49,204 53,919
(1) Information for FY16 and FY17 pertains to the solar EPC business transferred into the Company subsequently.
*all numbers are rounded off to the nearest whole number, percentages to one decimal place
Strictly Private and Confidential 38
Illustrative working capital cycle depiction

Overall Profit on
the Project
100%

80%

Regular cash inflow and


outflow for supply of material Cumulative cash inflow is >
60%
cumulative cash outflow throughout the
project  Negative working capital cycle

40%

20% Advance received from


the developer

0%
Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11

Cash inflow Cash outflow Cumulative cash inflow Cumulative cash outflow
Net Working capital (INR mn)

FYE March 31 (INR mn) FY16 FY17 FY18 FY19


 Low working capital requirements due to asset light model, short
Current Assets 5,110 8,096 36,841 23,770 duration of contracts and nature of payment cycles
Inventories 13 149 186 131
Trade receivables (incl. unbilled) 4,954 7,543 31,564 22,507 − Advance payment from customers typically
Advances to suppliers 142 404 5,091 1,131 − Longer payment cycle to suppliers
Current Liabilities 7,509 6,436 44,332 21,434
Trade payables `6,738 4,626 37,398 19,125  Slightly positive working capital in FY19 relates to reduction in vendor
Advances from customers 771 1,810 6,934 2,309 days and lower customer advances mainly on account of delay in non-
fund limit split on demerger
Net Working Capital (2,399) 1,660 (7,490) 2,335
*all numbers are rounded off to the nearest whole number
Strictly Private and Confidential 39
Cash Flow Statement

FYE March 31 (INR mn) FY16 FY17 FY18 FY19


(A) Cash flow from operating activities
Profit before tax 1,943 603 5,287 7,592
Adjustments for non cash items 15 134 275 (434)
Operating profit before working capital changes 1,958 737 5,562 7,158
Working capital adjustments (1,315) (3,914) (2,265) (13,382)
Cash flows generated from operating activities 643 (3,176) 3,297 (6,225)
Income tax (paid) (net) (38) (5) (774) (1,056)
Effects of exchange differences (7) (5) (12) 47
Net Cash flows generated from operating activities (A) 598 (3,186) 2,511 (7,233)

(B) Cash flow from investing activities


Capital expenditure (65) (34) (181) (85)
Interest received 27 11 6 46
Loans given (net of received) to related parties* – – – (9,056)
Purchase of fixed deposits – – (17) (189)
Others (9) 2 5 (4)
Net Cash flows generated from investing activities (B) (47) (21) (187) (9,288)

(C) Cash flow from financing activities


Borrowings / loans received / (repaid) (542) 3,271 (1,310) 20,434
Interest paid (6) (28) (97) (712)
Others – – (3) –
Net Cash flows generated from financing activities (C) (549) 3,243 (1,410) 19,722

Net movement in currency translation (D) – (0) 2 46

Net increase in cash and cash equivalents (A+B+C+D) 2 36 915 3,247

Cash and cash equivalents of subsidiaries acquired – – 39 6


Cash and cash equivalents at the beginning of the period – 2 – 955
Cash and cash equivalents at the end of the period 2 38 955 4,208
* during the Fiscal ended March 31, 2019, receivables from related party amounting to `10,298.76 million have been converted into loan
(1) Information for FY16 and FY17 pertains to the solar EPC business transferred into the Company subsequently. | all numbers are rounded off to the nearest whole number
Strictly Private and Confidential 40
THANK YOU

Strictly Private and Confidential 41

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