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Waaree Energies Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 75986.10 Cr. P/BV 6.62 Book Value (Rs.) 399.30
52 Week High/Low (Rs.) 3865/1863 FV/ML 10/1 P/E(X) 40.69
Bookclosure 24/10/2025 EPS (Rs.) 64.92 Div Yield (%) 0.00
Year End :2025-03 

XX. Provisions

Provisions are recognised when the Company
has a present obligation (legal or constructive),
as a result of past events, and it is probable
that an outflow of resources, that can be
reliably estimated, will be required to settle
such an obligation.

The amount recognised as a provision is the
best estimate of the consideration required
to settle the present obligation at the balance
sheet date, taking into account the risks and
uncertainties surrounding the obligation. When
a provision is measured using the cash flows
estimated to settle the present obligation, its

carrying amount is the present value of those
cash flows (when the effect of the time value of
money is material).

When some or all of the economic benefits
required to settle a provision are expected to
be recovered from a third party, a receivable
is recognised as an asset if it is virtually
certain that reimbursement will be received
and the amount of the receivable can be
measured reliably.

The Company gives a warranty between
25 to 30 years on solar modules designed,
manufactured and supplied by the Company.
In order to meet the expected outflow of
resources against future warranty claims, the
Company makes a provision for warranty.
This provision for warranty represents the
expected future outflow of resources against
claims for performance shortfall on account of
manufacturing deficiencies over the assured
warranty life.

XXI. Onerous contracts

Present obligations arising under onerous
contracts are recognised and measured
as provisions. However, before a separate
provision for an onerous contract is established,
the Company recognises any write down that
has occurred on assets dedicated to that
contract. An onerous contract is considered
to exist where the Company has a contract
under which the unavoidable costs of meeting
the obligations under the contract exceed the
economic benefits expected to be received
from the contract. The unavoidable costs
under a contract reflect the least net cost of
exiting from the contract, which is the lower of
the cost of fulfilling it and any compensation
or penalties arising from failure to fulfil it. The
cost of fulfilling a contract comprises the costs
that relate directly to the contract (i.e., both
incremental costs and an allocation of costs
directly related to contract activities).

XXII. Cash and Cash Equivalent

Cash and cash equivalent in the Balance Sheet
comprise cash at banks and on hand and
short-term deposits with an original maturity
of three months or less, which are readily
convertible in an known amount of cash and
subject to insignificant risk of changes in value.

For the purpose of the Statement of cash flows,
cash and cash equivalent consists of cash and
short-term deposits, as defined above.

XXIII. Earnings per Share

Basic earnings per share is computed by
dividing the profit and loss after tax by the
weighted average number of equity shares
outstanding during the period. The weighted
average number of equity shares outstanding
during the period is adjusted for treasury
shares, bonus issue, bonus element in a rights
issue to existing shareholders, share split and
reverse share split (consolidation of shares).

Diluted earnings per share is computed by
dividing the profit or loss after tax as adjusted
for dividend, interest and other charges to
expense or income (net of any attributable
taxes) relating to the dilutive potential equity
shares by weighted average number of equity
shares considered for deriving basic earning
per share and weighted average number
of equity shares which could have been
issued on the conversion of dilutive potential
equity shares.

C. Significant judgements and estimates:

I n the course of applying the policies outlined in
all notes under section B above, the Company
is required to make judgements, estimates and
assumptions about the carrying amount of assets
and liabilities that are not readily apparent from
other sources. The estimates and associated
assumptions are based on historical experience
and other factors that are considered to be relevant.
Actual results may differ from these estimates.

binding sales transactions, conducted at arm's
length, for similar assets or observable market
prices less incremental costs for disposing of
the asset. The value in use calculation is based
on a discounted cash flow model. For the
purposes of assessing impairment, assets are
grouped at the lowest levels for which there are
separately identifiable cash inflows which are
largely independent of the cash inflows from
the other assets or groups of assets (cash
generating units). The cash flows are derived
from the budget for the next five years and
do not include restructuring activities that the
Company is not yet committed to or significant
future investments that will enhance the asset's
performance of the CGU being tested. The
recoverable amount is sensitive to the discount
rate used for the discounted cash flow model
as well as the expected future cash-inflows
and the growth rate used for extrapolation
purposes. These estimates are most relevant
to goodwill and other intangibles with indefinite
useful lives recognised by the Company.

(vi) Expected credit loss

The measurement of expected credit loss on
financial assets is based on the evaluation
of collectability and the management's
judgement considering external and internal
sources of information. A considerable amount
of judgement is required in assessing the

The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the year
in which the estimate is revised if the revision
affects only that year, or in the year of the revision
and future year, if the revision affects current and
future year.

(i) Useful lives of property, plant and
equipment

Management reviews the useful lives of
property, plant and equipment at least once
a year. Such lives are dependent upon an
assessment of both the technical lives of
the assets, and also their likely economic
lives based on various internal and external
factors including relative efficiency, the
operating conditions of the asset, anticipated
technological changes, historical trend of
plant load factor, historical planned and
scheduled maintenance. This reassessment
may result in change in depreciation and
amortisation expected in future periods. It
is possible that the estimates made based
on existing experience are different from the
actual outcomes and could cause a material
adjustment to the carrying amount of property,
plant and equipment. For the relative size of
the Company's property, plant and equipment
refer note 2(a).

(ii) Provisions and Contingencies

Provisions and liabilities are recognised in the
period when it becomes probable that there will
be a future outflow of funds resulting from past
events that can reasonably be estimated. The
timing of recognition requires application of
judgement to existing facts and circumstances
which may be subject to change. Refer note 21
and 29.

I n the normal course of business, contingent
liabilities may arise from litigation and other
claims against the Company. Potential
liabilities that are possible but not probable of
an outflow of resources embodying economic
benefits are treated as contingent liabilities.

Such liabilities are disclosed in the notes but
are not recognised. Refer note 43

(iii) Income Taxes

Significant judgements are involved in
determining the provision for income taxes,
including amount expected to be paid/
recovered for uncertain tax positions. In
assessing the realisability of deferred tax
assets arising from unused tax credits, the
management considers convincing evidence
about availability of sufficient taxable income
against which such unused tax credits can be
utilised. The amount of the deferred income tax
assets considered realisable, however, could
change if estimates of future taxable income
changes in the future. Refer note 22.

(iv) Defined benefit plans

The cost of defined benefit gratuity plan
and other post-employment benefits are
determined using actuarial valuations. An
actuarial valuation involves making various
assumptions that may differ from actual
developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to the
complexities involved in the valuation and its
long-term nature, a defined benefit obligation
is highly sensitive to changes in these
assumptions. All assumptions are reviewed at
each reporting date.

The mortality rate is based on publicly available
mortality tables for India. Those mortality tables
tend to change only at interval in response to
demographic changes. Future salary increases
and gratuity increases are based on expected
future inflation rates. Refer note 44.

(v) Impairment of non-financial assets

I mpairment exists when the carrying value of
an asset or cash generating unit exceeds its
recoverable amount, which is the higher of its
fair value less costs of disposal and its value
in use. The fair value less costs of disposal
calculation is based on available data from

ultimate realisation of the loans / receivables
having regard to, the past collection history of
each party and ongoing dealings with these
parties, and assessment of their ability to pay
the debt on designated dates. Refer note 11.

D. Application of new and amended standards:

The Company has adopted, with effect from April
1, 2024, the following new and revised standards
and interpretations. Their adoption has not had
any significant impact on the amounts reported in
these Standalone financial statements.

(i) Ind AS 117 Insurance Contracts - The Ministry
of Corporate Affairs (MCA) has notified IND
AS 117 which requires limited improvements to
accounting by insurers for insurance contracts
and disclosures that identifies and explains the
amounts in an insurer 's financial statements
arising from insurance contracts and helps
users of those financial statements understand
the amount, timing and uncertainty of future
cash flows from insurance contracts.

(ii) MCA has issued amendments to IND AS 116
concerning sale and leaseback contracts. The
amendment specifies the requirements for a
seller-lessee in measuring the lease liability
arising from a sale and leaseback transaction.
It ensures that the seller-lessee does not
recognise any amount of the gain or loss
related to the right of use it retains.

Nature and purpose of reserves:

(i) Securities premium

The amount received in excess of face value of equity shares is recognised in share premium. This reserve is
utilised in accordance with the specific provisions of the Companies Act 2013.

(ii) Share based payment reserve

The company offers Employee share option plan (ESOP), under which options to subscribe for the company's
share have been granted to certain employees and senior management. The share based payment reserve is
used to recognise the value of equity settled share based payments provided as part of the ESOP scheme.

(iii) Retained earnings

Retained earnings represents surplus/accumulated earnings of the Company and are available for distribution
to shareholders.

Term loan from others includes (secured)

Loan from Indian Renewable Energy Development Agency Limited (IREDA) amounting to ' Nil Crore (March 31, 2024:
' 109.64 Crore) for setting up 2 GW Solar Module Manufacturing plant at Village- Degam, Chikhli, Dist-Navsari,
Gujarat against the total loan sanction amount of
' 168.67 Crore. The loan is primarily secured with the mortgage
of immovable assets, hypothecation of project movable assets (excl. current assets), both existing and future and
shall have first charge on the fixed assets related to 2 GW module project and second charge on fixed assets related
to the project, to the extent of working capital facility and personal guarantee by one of the director. The loan has to
be repaid in 20 quarterly instalments starting from December 31, 2022 and carries interest rate of 9.50% (March 31,
2024: 9.45%) per annum. The loan contains covenant of debt service coverage ratio shall not go below 1.10 on annual
basis. The Company has satisfied the debt service coverage ratio as mentioned in the terms of the loan. During the
year ended March 31, 2025 the Company has repaid the outstanding loan amount.

Note 25 : Short term borrowings (Contd.)

(i) Cash credit facility (secured)

Working capital loan from Banks includes cash credit facility under consortium banking arrangement from
State Bank of India (lead bank), Bank of Maharashtra, Indusind Bank and HSBC Bank and a cash credit facility
from ICICI Bank amounting to
' Nil (March 31, 2024: ' 36.39 Crore) is secured against:

i) Hypothecation & 1st Charge pari passu charge along with other consortium bank namely Bank of Maharastra,
Indusind Bank & HSBC Bank over the company's stock of raw material, stock in process & finished goods,
book debts and other current assets both present & future.

ii) Collaterally secured by mortgage of factory land & building & hypothecation of plant & machinery of the
company situated at plot no 231-236, SEZ, Surat.

iii) The said facility is also secured by corporate guarantee of Waaree Sustainable Finance Private Limited
(Formerly Mahavir Thermoequip Pvt. Ltd) and personal guarantee of two directors of the company.

iv) 1st charge on pari passu basis on office no. 504, 5th Floor, Western Edge - I, Western Express Highway, Borivali
East, Mumbai belongs to Ms. Rasilaben Chimanlal Doshi

v) 1st Charge of pari passu basis on office no. 604, 6th Floor, Western Edge - I, Western Express Highway, Borivali
East Mumbai belongs to Mr. Chimanlal Doshi

vi) Cash collateral of ' 13.02 Crore offered as additional collateral from promoter's account.

vii) Cash credit facility carries interest rate : (a) State Bank of India - 6 Months MCLR 2.00 % (b) Bank of
Maharashtra - 10.20 % (c) Indusind Bank Ltd - 1 year MCLR 1.15% (d) HSBC Bank - Overnight MCLR 0%.

viii) Cash credit facility under consortium banking arrangement contains certain covenants including
submission of financial information on time to time basis. The Company has satisfied all the covenants
prescribed in the consortium agreement.

(ii) Bank Overdraft (secured)

Bank overdraft from HSBC Bank at an interest rate of 8.74% amounting to ' 1.64 Crore (March 31, 2024: ' Nil) is
secured by cash collateral.

(iii) Buyer's credit - acceptances (secured)

Buyer's credit is availed from foreign banks at an interest rate ranging from 4.49% to 5.67% amounting to ' 910.32
Crore (March 31, 2024 : interest rate ranging from 5.70% to 5.87% amounting to
' 130.63 Crore ) per annum. These
buyer's credit are repayable within 12 months from the date of draw down. The Buyer's credit availed is backed
by cash collateral.

[C] Defined Contribution Plans

The company operates a defined contribution plan for all qualifying employees. Under these plans, the
company is required to contribute a specified percentage of payroll. Company's contribution to provident fund
and employee state insurance corporation recognised in statement of profit and loss is
' 6.24 Crore (March 31,
2024 : ' 4.46 Crore)

Note 46 : Segment Reporting

(i) Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Chief Finance Officer of
the Company. The Company operates only in one Business Segment i.e. "Manufacturing & Trading of Solar
Photovoltaic Modules", hence does not have any reportable Segments as per Ind AS 108 "Operating Segments".

(ii) Further, from external customers the Company has revenue of ' Nil Crore (March 31, 2024: ' Nil Crore) more than
10% of the total revenue from operations.

Note 47 : Disclosure pursuant to IND AS - 24 "Related Party Disclosures" (Contd.)

Terms and conditions:

Sale of products and services:

For transactions:

Sale of products and services to related parties are made on terms equivalent to those that prevail in arm's
length transactions and in the ordinary course of business. Sale of products and services related transactions
are based on prevailing price lists. For the year ended March 31, 2025, the Company has not recorded any
impairment of receivables relating to amounts owed by related parties.

For outstanding balances:

Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No
guarantee or security has been received against these receivables. The amounts are recoverable within 60
days from the transaction date.

Purchases:

For transactions:

The purchases from related parties are made on terms equivalent to those that prevail in arm's length
transactions and in the ordinary course of business. Purchase transactions are made on normal commercial
terms and conditions and market rates.

For outstanding balances:

Trade payables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee
or other security has been given against these payables. The amounts are payable within 60 days from the
transaction date.

Loans to subsidiaries:

The Company had given loans of ' 1,635.39 Crore (March 31, 2024: ' 151.51 Crore) to subsidiaries and ' 14.54 Crore
(March 31, 2024:
' Nil) to the companies owned or significantly influenced by KMPs for general corporate purpose,
capital expenditure and working capital requirements. These loans are unsecured and carry an interest rate
ranging from 8.82 % to 10 %.

The transactions mentioned above were made in the ordinary course of business and at arms' length basis.

All outstanding balances are unsecured and are repayable/ receivable in cash.

Capital purchases:

For tranasctions:

The purchases from related parties are made on terms equivalent to those that prevail in arm's length
transactions and in the ordinary course of business. Purchase transactions are made on normal commercial
terms and conditions and market rates.

For outstanding balances:

Capital payable balances are unsecured, interest free and require settlement in cash. No guarantee or
other security has been given against these payables. The amounts are payable within 60 days from the
transaction date.

Note 47 : Disclosure pursuant to IND AS - 24 "Related Party Disclosures" (Contd.)

Acquisition of land:

The acquisition of land from related parties are made on terms equivalent to those that prevail in arm's length
transactions and are at market rates.

Compensation to KMPs:

The amounts disclosed in the table are the amounts recognised as an expense during the financial year related
to KMP. The amounts do not include expense, if any, recognised toward post-employment benefits and other
long-term benefits of key managerial personnel. Such expenses are measured based on an actuarial valuation
done for the Company as a whole. Hence, amounts attributable to KMPs are not separately determinable.

Guarantee given:

The Company has given guarantees to its related parties for availing term loan, purchase of solar module
manufacturing line, duty free import of goods and payment and performance guarantee.

Investments in equity shares:

The Company has invested in equity shares in a newly incorporated wholly owned subsidiary.

Corporate social responsibility expenses and donations:

The Company, as part of its social responsibility initiatives, has paid to its related parties towards corporate
social responsibility expenses for promoting education, healthcare and empowerment of socially backward.

Donation paid to a related party is for creating awareness of contributions, issues and challenges of the solar
manufacturing with relevant agencies of Government, public at large and to create a level playing field and an
encouraging policy environment for the domestic solar manufacturing industry.

’Total debt = Current borrowings Non current borrowings Current lease liabilities Non current lease liabilities

2Earnings available for debt service = Net profit after tax finance costs depreciation & amortisation expense
gain / (loss) on sale of fixed assets

3Debt Service = Interest & lease payments principal debt payments

4Cost of Goods Sold = Cost of materials consumed Purchases of stock-in-trade Changes in inventories of
finished goods, stock-in-trade and work-in-progress

5Working Capital = Total Current Assets - Total Current Liabilities

6Capital Employed = Tangible Networth7 Total debt Deferred Tax liability

7Tangible Networth = Total assets - Total liabilities - Intangible assets

8Cost of Investment = Total Equity

Note 52 : Financial instruments - Fair values and risk management
A. Accounting classification and fair values

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments
by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based
on observable market data.

Note 52 : Financial instruments - Fair values and risk management (Contd.)

B. Financial Risk Management

i. Risk management framework

A wide range of risks may affect the Company's business and operational / financial performance. The
risks that could have significant influence on the Company are market risk, credit risk and liquidity risk. The
Company's Board of Directors reviews and sets out policies for managing these risks and monitors suitable
actions taken by management to minimise potential adverse effects of such risks on the company's
operational and financial performance.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Company's trade and
other receivables, cash and cash equivalents and other bank balances. To manage this, the Company
periodically assesses financial reliability of customers, taking into account the financial condition, current
economic trends and analysis of historical bad debts and ageing of accounts receivable. The maximum
exposure to credit risk in case of all the financial instruments covered below is restricted to their respective
carrying amount.

(a) Trade and other receivables from customers

Credit risk in respect of trade and other receivables is managed through credit approvals, establishing
credit limits and monitoring the creditworthiness of customers to which the Company grants credit
terms in the normal course of business.

The Company measures the expected credit loss of trade receivables based on historical trend, industry
practices and the business environment in which the entity operates. The Company uses a provision
matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes
into account available external and internal credit risk factors such as credit ratings from credit rating
agencies, financial condition, ageing of accounts receivable and the Company's historical experience
for customers.

(b) Cash and cash equivalents and other bank balances

The Company held cash and cash equivalents and other bank balances of ' 322.51 Crore and ' 6,697.02
Crore (March 31, 2024:
' 73.17 Crore and ' 3,542.81 Crore). The cash and cash equivalents are held with
bank with good credit ratings and financial institution counterparties with good market standing.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk is managed by Company through effective fund management of the Company's short, medium
and long-term funding and liquidity management requirements. The Company manages liquidity risk by
maintaining adequate reserves, banking facilities and other borrowing facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The
amounts are gross and undiscounted.

iv (c) Other price risk

The Company invests its surplus funds in various Equity and debt instruments . These comprise of mainly
liquid schemes of mutual funds (liquid investments), Equity shares, Debentures and fixed deposits. This
investments are susceptible to market price risk, mainly arising from changes in the interest rates or
market yields which may impact the return and value of such investments. However due to the very
short tenor of the underlying portfolio in the liquid schemes, these do not pose any significant price risk.

Note 53 : Capital Management

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and
to optimise returns to its shareholders Management monitors the return on capital as well as the debt equity ratio
and make necessary adjustments in the capital structure for the development of the business. The capital structure
of the Company is based on management's judgement of the appropriate balance of key elements in order to meet
its strategic and day - to - day needs. In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

Note 55 - Other Additional Regulatory Information : (Contd.)

8. During the period, the Company has not received any fund from any persons or entities, including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

9. There is no Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230
to 237 of the Companies Act, 2013 during the Year ended March 31, 2025 and March 31, 2024.

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

Note 55 - Other Additional Regulatory Information :

1. During the year ended March 31, 2025 the Company has not announced any dividend.

2. No proceeding has been initiated, nor any case is pending against the Company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

3. The Company has not been declared as wilful defaulter by any bank or financial institution or any other lender.

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

5. The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the
Companies Act, 2013 read with Companies (Restriction on number of layers) rules, 2017.

6. The Company has not traded, nor invested in any Crypto currency or virtual currency during the year ended
March 31, 2025 and March 31, 2024.

7. During the period, the Company has not advanced or given any loan or invested funds to any other persons or
entities, including foreign entities (Intermediaries) with the understanding that Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

Note 56 :

Pursuant to the Corporate insolvency resolution process under the Insolvency Bankruptcy Code, the resolution plan
submitted by the Company for Indosolar Limited was approved, by the Hon'ble National Company Law Tribunal
(NCLT), New Delhi, by its order dated April 21, 2022.

Pending the resumption of trading of its equity shares, Indosolar Limited had filed representation before Stock
Exchanges for allowing recommencement of trading of shares. Subsequent to year ended March 31, 2025, Indosolar
Limited has received conditional approval from BSE and NSE (Stock Exchanges) for listing of securities on the
exchanges. Accordingly, Indosolar Limited has undertaken corporate actions for reduction of capital of public
and erstwhile promoters and for allotment of shares to Company as per resolution plan. Upon completion of such
corporate actions the shareholding pattern of Indosolar Limited reflects the shares held by the Company and public
as per resolution plan. Indosolar Limited is in process of complying with the compliance conditions specified by
Stock Exchanges.

Note 57 : Employee stock option plan (ESOP)

1. The shareholders of the Company have vide their special resolution dated September 1, 2021 approved the
Plan authorising the Committee to grant not exceeding 1,00,00,000 (One crore) Options ("Options Pool") to the
eligible Employees in one or more tranches, from time to time, which in aggregate shall be exercisable into not
more than 1,00,00,000 (One crore). Any other event, which the Board may designate as a liquidity event for the
purpose of the Plan Shares, with each such Option conferring a right upon the Employees to apply for one Share
in the Company in accordance with the terms and conditions as may be decided under the Plan.

2. The maximum number of Options that may be granted to any Employee in any year and in aggregate under the
Plan shall not exceed 97,000 (Ninety seven thousand only); provided that the Committee may grant 15,00,000
options to any Employee in aggregate in Financial Year 2022-23 under the Plan. However, the Committee
reserves the right to determine an individual ceiling.

Provided that in case Grant of Options to any Employee exceeds 1% (One percent) of issued capital (excluding
outstanding warrants and conversions) in any year, the Company shall obtain prior approval of the shareholders
of the Company by way of a special resolution.

3. If an Option expires, lapses, or becomes un-exercisable due to any reason, it shall be brought back to the
Options reserve specified above and shall become available for future Grants, subject to compliance with the
provisions of the Applicable Laws.

4. Where Shares are issued consequent upon Exercise of Options under the Plan, the maximum number of Shares
that can be issued under para 1 above shall stand reduced to the extent of such Shares are issued.

For the year ended March 31, 2024, on the basis of discussions and settlement agreed with certain customers, the
Company has accounted Order Cancellation fees of
' 341.34 Crore, considering the non-recurring nature of income
and amounts involved, such income is disclosed as Exceptional items.

Note 61 :

The Company has used accounting software SAP (HANA) for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software, except that audit trail feature is not enabled for certain changes made using administrative
access rights to the underlying database. Further no instance of audit trail feature being tampered with was noted
in respect of accounting software where the audit trail has been enabled.

Additionally, the audit trail of prior year has been preserved as per the statutory requirements for record retention.

Note 62 : Initial Public Offer (IPO)

During the year, the Company had completed its Initial Public Offer (IPO) of 2,87,52,095 equity shares of face value of
' 10 each at an issue price of ' 1,503 per share (including a share premium of ' 1,493 per share). The issue comprised
of a fresh issue of 2,39,52,095 equity shares aggregating to
' 3,600.00 Crore and offer for sale of 48,00,000 equity
shares by selling shareholders aggregating to
' 721.44 Crore, totalling to ' 4321.44 Crore. Pursuant to the IPO, the
equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE)
on October 28, 2024.

The Company's share of total offer expenses are estimated to be ' 127.30 Crore. The IPO proceeds (net of provisional
IPO expenses of
' 127.30 Crore) which were unutilised as at March 31, 2025 are temporarily invested in fixed deposits
of scheduled commercial banks. The utilisation of the IPO proceeds in relation to fresh issue is summarised below:

Note 65 :

Subsequent to year end, the United States of America (USA) administration announced increased tariffs on imports
from India, including solar panels, on April 2, 2025, which was paused on April 9, 2025. Management believes this
development does not significantly impact operations due to the Company's supply chain strategy and local
manufacturing presence through Waaree Solar Americas Inc.

As per our report of even date attached

For S R B C & CO LLP For and on behalf of the Board of Directors of

Chartered Accountants Waaree Energies Limited

ICAI Firm Registration Number: 324982E/E300003

per Pritesh Maheshwari Hitesh C Doshi Amit Paithankar Sonal Shrivastava Rajesh Gaur

Partner Chairman & Whole-time Director Chief Financial Officer Company Secretary

Membership No. 118746 Managing Director & CEO & Compliance Officer

(DIN 00293668) (DIN 02435057) (ACS-A34629)

Place: Mumbai Place: Mumbai

Date: April 22, 2025 Date: April 22, 2025

Note 63 :

Waaree Energies Limited ("the Company") has entered into a Share Purchase Agreement with Enel Green Power
Development S.r.l ("Seller") on January 10, 2025 for acquisition of 100% of the share capital of Enel Green Power India
Private Limited ("Target" or "EGPIPL") for a total amount of upto
' 792.00 Crore and as per the price determination
mechanism agreed under the share purchase agreement, subject to condition precedents. The Seller is one
of Europe's largest renewable energy companies, and EGPIPL is its Indian business. EGPIPL owns solar and wind
projects in India which includes operating capacity and portfolio under development. The Company is in process of
complying with the condition precedents and hence the acquisition is yet to be completed.

Note 64 :

Amounts shown as ' 0.00 represents amount below ' 50,000 (Rupees Fifty Thousand).


 
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