RED HERRING PROSPECTUS

Dated October 14, 2024

Please read section 32 of the Companies Act, 2013
100% Book Built Offer

(Please scan this QR Code to view the RHP)

WAAREE ENERGIES LIMITED

CORPORATE IDENTITY NUMBER: U29248MH1990PLC059463
REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
602, 6 Floor, Western Edge – I, Western Express
th
Rajesh Ghanshyam Gaur Email: [Link]
Highway, Borivali (East), Mumbai - 400 066, Company Secretary and investorrelations@[Link]
Maharashtra, India Compliance Officer Telephone: +91 22 6644 4444

OUR PROMOTERS: HITESH CHIMANLAL DOSHI, VIREN CHIMANLAL DOSHI, PANKAJ CHIMANLAL DOSHI AND
WAAREE SUSTAINABLE FINANCE PRIVATE LIMITED
DETAILS OF THE OFFER
OFFER FOR
TYPE FRESH ISSUE SIZE TOTAL OFFER SIZE ELIGIBILITY AND RESERVATION
SALE SIZE
Fresh Issue and Up to [●] Equity Up to 4,800,000 Up to [●] Equity Shares The Offer is being made pursuant to Regulation 6(1)
Offer for Sale Shares having face Equity Shares having face value of ₹10 of the SEBI ICDR Regulations. For details, see “Other
value of ₹10 each having face each aggregating up to Regulatory and Statutory Disclosures” on page 522.
aggregating up to ₹ value of ₹10 ₹[●] million Further, for details of share reservation among QIBs,
36,000 million each NIBs, RIBs and Eligible Employees, see “Offer
aggregating up Structure” on page 551.
to ₹[●] million
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS
NUMBER OF EQUITY SHARES WEIGHTED AVERAGE
NAME TYPE OFFERED COST OF ACQUISITION
(UP TO) PER EQUITY SHARE*
Waaree Sustainable Finance Private Promoter Selling Shareholder 4,350,000 3.77
Limited
Chandurkar Investments Private Limited Other Selling Shareholder 450,000 225.00
* As certified by S G C O & Co LLP, Chartered Accountants pursuant to their certificate dated October 14, 2024.
RISKS IN RELATION TO THE FIRST OFFER
The face value of the Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Offer Price determined by our Company, in compliance with the
SEBI ICDR Regulations, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated
in the “Basis for the Offer Price” on page 150, should not be considered to be indicative of the market price of the Equity Shares after the Equity
Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the
Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision
in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor
does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to
“Risk Factors” on page 32.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red
Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any
of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders
severally, and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Red
Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes
responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each of
the Selling Shareholders, severally and not jointly, assume no responsibility for any other statement, including, inter-alia, any of the statements
made by or relating to our Company or its business or any of the other Selling Shareholder in this Red Herring Prospectus.
 LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received ‘in-
principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters each dated February 28, 2024. For the purposes
of the Offer, NSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
Axis Capital Limited Contact person: Telephone: +91 22 4325 2183
Sagar Jatakiya Email: [Link]@[Link]
IIFL Securities Limited Contact person: Telephone: +91 22 4646 4728
Devendra Maydeo/Pawan Jain Email: [Link]@[Link]
Jefferies India Private Limited Contact person: Telephone: + 91 22 4356 6000
Suhani Bhareja Email: [Link]@[Link]
Nomura Financial Advisory and Contact person: Telephone: + 91 22 4037 4037
Securities (India) Private Arun Narayana / Vishal Kanjani Email: waareeipo@[Link]
Limited
SBI Capital Markets Limited Contact person: Telephone: +91 22 4006 9807
Raghavendra Bhat/Aditya Email: [Link]@[Link]
Deshpande
Intensive Fiscal Services Private Contact person: Telephone: +91 22 2287 0443
Limited Harish Khajanchi / Anand Rawal Email: [Link]@[Link]
ITI Capital Limited Contact person: Telephone: 91 22 69113300/ +91 22 6911 3371
Pallavi Shinde Email: [Link]@[Link]
REGISTRAR TO THE OFFER
Contact person: Shanti Gopalkrishnan Telephone: +91 81081 14949
Email: [Link]@[Link]
Link Intime India Private Limited
BID / OFFER PERIOD
ANCHOR Friday, October 18, BID / OFFER Monday, October 21, BID / OFFER Wednesday, October
INVESTOR 2024* OPENS ON# 2024 CLOSES ON# 23, 2024
BIDDING DATE
* Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid / Offer Opening Date, i.e. Friday, October 18,
2024.
# UPI mandate end time and date shall be at 5.00 p.m. on the Bid / Offer Closing Date.
 RED HERRING PROSPECTUS
Dated October 14, 2024
Please read section 32 of the Companies Act, 2013
100% Book Built Offer

WAAREE ENERGIES LIMITED

Waaree Energies Limited (our “Company” or the “Issuer”) was originally incorporated as ‘Anmol Fluid Connectors Private Limited’ at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of
incorporation dated December 18, 1990, issued by the Registrar of Companies, Maharashtra at Mumbai (“RoC”). The name of our Company was changed to ‘Waaree Solar Private Limited’, pursuant to a fresh certificate of incorporation issued by the
RoC on April 25, 2007. The name of our Company was further changed to ‘Waaree Energies Priave Limited’, pursuant to a fresh certificate of incorporation issued by the RoC on October 15, 2007. The name of our Company was further changed to
‘Waaree Energies Private Limited’, pursuant to a fresh certificate of incorporation issued by the RoC on December 12, 2007. Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed in the
extraordinary general meeting of the Shareholders held on March 8, 2013, and consequently the name of our Company was changed to its present name i.e., ‘Waaree Energies Limited’, pursuant to a fresh certificate of incorporation issued by the RoC
on May 2, 2013. For details of registered office of our Company, see “History and Certain Corporate Matters” on page 273.

Corporate Identity Number: U29248MH1990PLC059463

Registered and Corporate Office: 602, 6th Floor, Western Edge – I, Western Express Highway, Borivali (East), Mumbai - 400 066, Maharashtra, India; Telephone: +91 22 6644 4444;
Contact Person: Rajesh Ghanshyam Gaur, Company Secretary and Compliance Officer; Telephone: +91 22 6644 4415; E-mail: investorrelations@[Link]; Website: [Link]
OUR PROMOTERS: HITESH CHIMANLAL DOSHI, VIREN CHIMANLAL DOSHI, PANKAJ CHIMANLAL DOSHI AND WAAREE SUSTAINABLE FINANCE PRIVATE LIMITED
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH OF OUR COMPANY (“EQUITY SHARES”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF
₹[●]* PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION (THE “OFFER”) COMPRISES A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 36,000 MILLION (“FRESH ISSUE”)
AND AN OFFER FOR SALE OF UP TO 4,800,000 EQUITY SHARES (“OFFERED SHARES”) AGGREGATING UP TO ₹ [●] MILLION COMPRISING UP TO 4,350,000 EQUITY SHARES BY WAAREE SUSTAINABLE FINANCE PRIVATE
LIMITED AGGREGATING UP TO ₹ [●] MILLION (“PROMOTER SELLING SHAREHOLDER”) AND UP TO 450,000 EQUITY SHARES BY CHANDURKAR INVESTMENTS PRIVATE LIMITED AGGREGATING UP TO ₹ [●] MILLION
( “OTHER SELLING SHAREHOLDER” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”, AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING
SHAREHOLDERS, THE “OFFER FOR SALE”). THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED
HEREINAFTER) (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER
WILL CONSTITUTE [●]% AND [●]% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY
IN COMPLIANCE WITH THE SEBI ICDR REGULATIONS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF
JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND MUMBAI EDITION OF NAVSHAKTI (A WIDELY CIRCULATED MARATHI DAILY NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE
OF MAHARASHTRA WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID / OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED
(“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
*OUR COMPANY IN COMPLIANCE WITH THE SEBI ICDR REGULATIONS, MAY OFFER A DISCOUNT OF UP TO [●]% OF THE OFFER PRICE (EQUIVALENT TO ₹[●] PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.
In case of any revision in the Price Band, the Bid / Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid / Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of one Working Day, subject to the Bid / Offer Period not exceeding 10 Working
Days. Any revision in the Price Band and the revised Bid / Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the BRLMs and at the terminals
of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Bank(s), as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation
with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor
Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”).
In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders (“Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be
available for allocation to Bidders with an application size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 1,000,000 and under-
subscription in either of these two sub-categories of the Non-Institutional Portion may be allocated to Bidders in the other sub-category of the Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above
the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Portion (“Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price.
All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID (defined hereinafter) in
case of UPI Bidders (defined hereinafter) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or pursuant to the UPI Mechanism, as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor
Portion through the ASBA process. For details, see “Offer Procedure” on page 555.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Offer Price as determined by our Company, in compliance
with the SEBI ICDR Regulations, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated in the “Basis for the Offer Price” on page 150, should not be taken to be indicative of the market price of the
Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before
taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by SEBI, nor does
SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 32.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information
contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this
Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders severally, and not jointly, accepts responsibility for and confirms the statements
made or confirmed by such Selling Shareholder in this Red Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all
material respects and are not misleading in any material respect. However, each of the Selling Shareholders, severally and not jointly, assume no responsibility for any other statement, including, inter-alia, any of the statements made by or relating to our Company
or its business or any of the other Selling Shareholder in this Red Herring Prospectus.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters each dated February 28,
2024, respectively. For the purposes of the Offer, NSE is the Designated Stock Exchange. A copy of this Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For further details
of the material contracts and documents that will be available for inspection from the date of this Red Herring Prospectus until the Bid / Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 609.
BOOK RUNNING LEAD MANAGERS

Axis Capital Limited IIFL Securities Limited Jefferies India Private Limited Nomura Financial Advisory and Securities (India) Private Limited
1st Floor, Axis House 24th Floor, One Lodha Place 16th Floor, Express Towers, Ceejay House, Level 11 Plot F,
Pandurang Budhkar Marg, Worli Senapati Bapat Marg, Lower Parel (W) Nariman Point, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018,
Mumbai – 400 025, Maharashtra, India Mumbai – 400 013 Mumbai – 400 021 Maharashtra, India
Telephone: +91 22 4325 2183 Maharashtra, India Maharashtra, India Telephone: +91 22 4037 4037
E-mail: [Link]@[Link] Telephone: +91 22 4646 4728 Telephone: +91 22 4356 6000 Email: waareeipo@[Link]
Investor grievance e-mail: complaints@[Link] Email: [Link]@[Link] Email: [Link]@[Link] Investor grievance email: investorgrievances-in@[Link]
Website: [Link] Investor grievance email: [Link]@[Link] Investor grievance email: [Link]@[Link] Website:
Contact person: Sagar Jatakiya Website: [Link] Website: [Link] [Link]/company/group/asia/india/[Link]
SEBI registration no.: INM000012029 Contact person: Devendra Maydeo/Pawan Jain Contact person: Suhani Bhareja Contact person: Arun Narayana / Vishal Kanjani
SEBI registration no: INM000010940 SEBI registration no: INM000011443 SEBI registration no: INM000011419
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

SBI Capital Markets Limited Intensive Fiscal Services Private Limited ITI Capital Limited Link Intime India Private Limited
1501, 15th Floor, Parinee Crescenzo 914, 9th Floor, Raheja Chambers, ITI House 36, Dr. R. K. Shirodkar Marg C-101, 247 Park
G Block, Bandra Kurla Complex Free Press Journal Marg, Parel, Mumbai – 400 012 LBS Marg, Surya Nagar, Gandhi Nagar
Bandra (East), Mumbai 400051 Nariman Point, Mumbai - 400 021 Maharashtra, Mumbai Vikhroli (West)
Maharashtra, India Maharashtra, India Telephone: +91 22 69113300/ +91 22 6911 3371 Mumbai - 400 083
Telephone: +91 22 4006 9807 Tel.: +91 22 2287 0443 Email: [Link]@[Link] Maharashtra, India
Email: [Link]@[Link] E-mail: [Link]@[Link] Investor grievance email: Telephone: +91 81081 14949
Investor grievance email: [Link]@[Link] Investor Grievance E-mail: investorgrievance@[Link] E-mail: [Link]@[Link]
Website [Link] [Link]@[Link] Website: [Link] Investor grievance e-mail: [Link]@ [Link]
Contact person: Raghavendra Bhat/Aditya Deshpande Website: [Link] Contact person: Pallavi Shinde Website: [Link]
SEBI registration no: INM000003531 Contact person: Harish Khajanchi / Anand Rawal SEBI registration no: INM000010924 Contact person: Shanti Gopalkrishnan
SEBI Registration No.: INM000011112 SEBI registration number: INR000004058
BID / OFFER PERIOD
BID / OFFER OPENS ON# Monday, October 21, 2024* BID / OFFER CLOSES ON# Wednesday, October 23, 2024
* Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to
the Bid / Offer Opening Date, i.e. Friday, October 18, 2024.
# UPI mandate end time and date shall be at 5.00 p.m. on the Bid / Offer Closing Date.
 TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................... 15
FORWARD LOOKING STATEMENTS ........................................................................................................ 19
SECTION II – SUMMARY OF THE OFFER DOCUMENT ........................................................................ 21
SECTION III – RISK FACTORS ..................................................................................................................... 32
SECTION IV – INTRODUCTION ................................................................................................................... 90
THE OFFER .................................................................................................................................................... 90
SUMMARY FINANCIAL INFORMATION .................................................................................................. 92
GENERAL INFORMATION .......................................................................................................................... 99
CAPITAL STRUCTURE .............................................................................................................................. 110
OBJECTS OF THE OFFER ........................................................................................................................... 138
BASIS FOR THE OFFER PRICE .................................................................................................................. 150
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................ 158
SECTION V – ABOUT OUR COMPANY ..................................................................................................... 169
INDUSTRY OVERVIEW ............................................................................................................................. 169
OUR BUSINESS ........................................................................................................................................... 226
KEY REGULATIONS AND POLICIES ....................................................................................................... 264
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 273
OUR SUBSIDIARIES ................................................................................................................................... 279
OUR MANAGEMENT ................................................................................................................................. 292
OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 314
DIVIDEND POLICY..................................................................................................................................... 320
SECTION VI – FINANCIAL INFORMATION ............................................................................................ 321
RESTATED CONSOLIDATED SUMMARY STATEMENTS ................................................................... 321
RELATED PARTY TRANSACTIONS ........................................................................................................ 452
OTHER FINANCIAL INFORMATION ....................................................................................................... 453
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS .............................................................................................................................................. 454
CAPITALISATION STATEMENT .............................................................................................................. 506
FINANCIAL INDEBTEDNESS ................................................................................................................... 507
SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 511
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ...................................... 511
GOVERNMENT AND OTHER APPROVALS ............................................................................................ 515
GROUP COMPANIES .................................................................................................................................. 518
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 522
SECTION VIII - OFFER INFORMATION .................................................................................................. 544
TERMS OF THE OFFER .............................................................................................................................. 544
OFFER STRUCTURE ................................................................................................................................... 551
OFFER PROCEDURE .................................................................................................................................. 555
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES............................................... 577
SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 579
SECTION X – OTHER INFORMATION ..................................................................................................... 609
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 609
DECLARATION ........................................................................................................................................... 612
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines, circular, notification, direction, clarification or policy shall be to
such legislation, act, regulation, rule guidelines, circular, notification, direction, clarification or policy as
amended from time to time and any reference to a statutory provision shall include any subordinate legislation
made from time to time under that provision.

The words and expressions used but not defined herein in this Red Herring Prospectus, shall have, to the extent
applicable, the same meaning as ascribed to such terms under the Companies Act, the SEBI ICDR Regulations,
the SCRA, the Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms defined in “Basis for the Offer Price”, “Statement of Special Tax Benefits”,
“Industry Overview”, “Key Regulations and Policies”, “Financial Information”, “Outstanding Litigation and
Other Material Developments”, “Restriction on Foreign Ownership of Indian Securities” and “Description of
Equity Shares and Terms of the Articles of Association” on pages 150, 158, 169, 264, 321, 511, 577 and 579
respectively will have the meaning ascribed to such terms in those respective sections.

General terms

Term Description
our Company / the Company / the Waaree Energies Limited, a public limited company incorporated under the Companies
Issuer Act, 1956 and having its Registered and Corporate Office at 602, 6th Floor, Western Edge
– I, Western Express Highway, Borivali (East), Mumbai – 400 066, Maharashtra, India
we / us / our Unless the context otherwise indicated or implied, refers to our Company and our
Subsidiaries on a consolidated basis. With respect to three months ended June 30, 2024
and June 30, 2023 and Fiscals 2024, 2023 and 2022, references to “we”/ “us” or “our”
refers to our Company and our Subsidiaries and Associate, as applicable as at and during
such fiscals / period

Company and Selling Shareholder related terms

Term Description
AoA / Articles of Association / The articles of association of our Company, as amended from time to time.
Articles
Associate Shalibhadra Energies Private Limited (ceased to be an associate with effect from
September 29, 2021)
Audit Committee Audit committee of the Board of Directors, constituted in accordance with the
Companies Act, 2013 and the SEBI Listing Regulations. For further details, see “Our
Management – Committees of our Board” on page 300.
Auditor / Statutory Auditor / The current statutory auditor of our Company, being S R B C & CO LLP, Chartered
Current Statutory Auditor Accountants.
Board / Board of Directors The board of directors of our Company or any duly constituted committee thereof. For
further details, see “Our Management – Board of Directors” on page 292.
Chairman and Managing The chairman of the Board and the managing director of our Company, namely Hitesh
Director Chimanlal Doshi. For further details, see “Our Management – Board of Directors” on
page 292.
Chief Executive Officer / CEO The chief executive officer of our Company, namely Amit Paithankar. For further
details, see “Our Management – Key Managerial Personnel” on page 310.
Chief Financial Officer / CFO The chief financial officer of our Company, namely Sonal Shrivastava. For further
details, see “Our Management – Key Managerial Personnel” on page 310.
Company Secretary and The company secretary and compliance officer of our Company, namely Rajesh
Compliance Officer Ghanshyam Gaur. For further details, see “Our Management – Key Managerial
Personnel” on page 310.
Corporate Social Responsibility The corporate social responsibility committee of the Board of Directors, constituted in
Committee accordance with the Companies Act, 2013 and the SEBI Listing Regulations. For
further details, see “Our Management – Committees of our Board” on page 300.
CRISIL MI&A CRISIL Market Intelligence & Analytics, a division of CRISIL Limited
CRISIL Report Industry report titled “Solar Power Market in India” dated October 2024, which is
exclusively prepared for the purpose of the Offer and issued by CRISIL and is

1
 Term Description
commissioned and paid for by our Company. CRISIL was appointed on June 13, 2023.
The CRISIL Report will be available on the website of our Company at
[Link]
Director(s) The director(s) on the Board of our Company, as appointed from time to time. For
further details see “Our Management – Board of Directors” on page 292.
ESOP Scheme Waaree Energies Limited – Employee Stock Option Plan 2021 as described in “Capital
Structure – Employee Stock Option Scheme” on page 132.
Equity Shares The equity shares of our Company of face value of ₹ 10 each.
Executive Director(s) The executive director(s) of our Company, namely Hitesh Chimanlal Doshi, Viren
Chimanlal Doshi and Hitesh Pranjivan Mehta. For further details of our Executive
Director(s), see “Our Management – Board of Directors” on page 292.
Group Company(ies) The company(ies) identified as ‘group companies’ in accordance with Regulation
2(1)(t) of the SEBI ICDR Regulations, as disclosed in the section “Group Companies”
on page 518.
Independent Director(s) The Independent Directors of our Company, namely, Sujit Kumar Varma, Rajender
Mohan Malla, Jayesh Dhirajlal Shah and Richa Manoj Goyal, appointed as per the
Companies Act, 2013 and the SEBI Listing Regulations. For further details see “Our
Management – Board of Directors” on page 292.
Indosolar Resolution Plan The resolution plan dated January 6, 2020 submitted by our Company for acquiring
Indosolar Limited, approved by the NCLT Order
IPO Committee The IPO committee of our Board constituted to facilitate the Offer
KMP / Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Personnel ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as described in
“Our Management – Key Managerial Personnel” on page 310.
Materiality Policy The policy adopted by our Board pursuant to its resolution dated October 3, 2024, for
identification of (a) material outstanding litigation proceedings; (b) group companies;
and (c) material creditors, pursuant to the disclosure requirements under the SEBI ICDR
Regulations, for the purposes of disclosure in this Red Herring Prospectus and the
Prospectus
Material Subsidiary Waaree Renewable Technologies Limited, in accordance with Regulation 16(1)(c) of
the SEBI Listing Regulations. For further details see “Our Subsidiaries” on page 279.
MoA / Memorandum The memorandum of association of our Company, as amended from time to time
of Association
NCLT National Company Law Tribunal, New Delhi
NCLT Order The order dated April 21, 2022 passed by the NCLT, New Delhi approving the Indosolar
Resolution Plan
Non-Executive Director The non-executive, non-independent director of our Company, namely Dr. Arvind
Ananthanarayanan. For further details, see “Our Management – Board of Directors” on
page 292.
Nomination and Remuneration The nomination and remuneration committee of the Board of Directors, constituted in
Committee accordance with the Companies Act, 2013 and the Listing Regulations. For further
details, see “Our Management – Committees of our Board” on page 300.
Other Selling Shareholder Chandurkar Investments Private Limited
Project The 6GW of Ingot Wafer, Solar Cell and Solar PV Module manufacturing facility to be
established in Odisha, India, which is being partly funded from the Net Proceeds
Project Company Our wholly owned Subsidiary, Sangam Solar One Private Limited
Promoter(s) The promoters of our Company, namely Hitesh Chimanlal Doshi, Viren Chimanlal
Doshi, Pankaj Chimanlal Doshi and Waaree Sustainable Finance Private Limited. For
further details see “Our Promoters and Promoter Group” on page 314.
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations as disclosed in “Our Promoters and
Promoter Group” on page 314.
Promoter Selling Shareholder Waaree Sustainable Finance Private Limited
Registered and Corporate Office The registered and corporate office of our Company, situated at 602, 6th Floor, Western
Edge – I, Western Express Highway, Borivali (East), Mumbai – 400 066, Maharashtra,
India
Restated Consolidated Summary The restated consolidated summary statements comprise the restated consolidated
Statements summary statement of assets and liabilities of our Company and our subsidiaries (the
“Group”) as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and
March 31, 2022, the restated consolidated summary statements of profits and losses
(including other comprehensive income), the restated consolidated summary statement
of cash flows and the restated consolidated summary statements of changes in equity,
the summary statement of material accounting policies and other explanatory
information for the three month period ended June 30, 2023 and 2024 and for each of

2
 Term Description
the years ended March 31, 2024, March 31, 2023 and March 31, 2022 derived from our
audited financial statements as at and for the three month period ended June 30, 2023
and 2024 prepared in accordance with Ind AS 34 and our audited financial statements
as at and for each of the years ended March 31, 2024, March 31, 2023 and March 31,
2022, prepared in accordance with Ind AS and restated in accordance with the SEBI
ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses
(Revised 2019)” issued by the ICAI, as amended from time to time.
Risk Management Committee The risk management committee of the Board of Directors constituted in accordance
with the SEBI Listing Regulations. For further details, see “Our Management –
Committees of our Board” on page 300.
RoC / Registrar of Companies The Registrar of Companies, Maharashtra at Mumbai
Selling Shareholder(s) Collectively, the Promoter Selling Shareholder and the Other Selling Shareholder
Shareholders The holders of the Equity Shares from time to time
SMP / Senior Management Senior management of our Company in terms of Regulation 2(1)(bbb) of the SEBI
ICDR Regulations and as described in “Our Management –Senior Management” on
page 310.
Stakeholders’ Relationship The stakeholders’ relationship committee of the Board of Directors, constituted in
Committee accordance with the Companies Act, 2013 and the Listing Regulations. For further
details, see “Our Management – Committees of our Board” on page 300.
Subsidiaries The subsidiaries of our Company as on the date of this Red Herring Prospectus, as
described under the section “Our Subsidiaries” on page 279. For the purpose of
financial information, the term subsidiaries would mean our subsidiaries as at and
during the relevant fiscal / period
Whole-time Director(s) The whole-time directors of our Company. For further details, see “Our Management –
Board of Directors” on page 292.

Offer-related terms

Term Description
Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by
the SEBI in this regard.
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form.
Allot / Allotment / Allotted Unless the context otherwise requires, allotment or transfer, as the case may be of Equity
Shares offered pursuant to the Fresh Issue and transfer of the Offered Shares pursuant to
the Offer for Sale to the successful Bidders.
Allotment Advice A note or advice or intimation of Allotment sent to the Bidders who have been or are to
be Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and this Red
Herring Prospectus, and who has Bid for an amount of at least ₹100.00 million.
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus, which price will be equal to or higher than
the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will
be decided by our Company and the BRLMs, in compliance with the SEBI ICDR
Regulations, during the Anchor Investor Bidding Date.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion and which will be considered as an application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
Anchor Investor Bidding Date The day, being one Working Day prior to the Bid / Offer Opening Date, on which Bids
by Anchor Investors shall be submitted, prior to and after which BRLMs will not accept
any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed.
Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in
terms of this Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer
Price will be decided by our Company, in compliance with the SEBI ICDR Regulations.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than
two Working Days after the Bid / Offer Closing Date.
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation
with the BRLMs, to Anchor Investors on a discretionary basis, in accordance with the
SEBI ICDR Regulations.

3
 Term Description

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Blocked Amount / ASBA authorize an SCSB to block the Bid Amount in the specified bank account maintained
with such SCSB or to block the Bid Amount using the UPI Mechanism.
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant
ASBA Form, which may be blocked by such SCSB or the account of the UPI Bidders
blocked upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI
Mechanism to the extent of the Bid Amount of the ASBA Bidder.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of this Red Herring Prospectus
and the Prospectus.
Axis Axis Capital Limited
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s) and
Public Offer Account Bank(s).
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
described in “Offer Procedure” on page 555.
Bid An indication to make an offer during the Bid / Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares of our Company at a price within the Price
Band, including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations, in terms of this Red Herring Prospectus and the Bid cum Application Form.
The term “Bidding” shall be construed accordingly.
Bid Amount The highest value of Bids indicated in the Bid cum Application Form and payable by the
Bidder and, in the case of RIIs Bidding at the Cut-off Price, the Cap Price multiplied by
the number of Equity Shares Bid for by such RIIs and mentioned in the Bid cum
Application Form and payable by the Bidder or blocked in the ASBA Account of the
ASBA Bidders, as the case may be, upon submission of the Bid in the Offer, as applicable

However, Eligible Employees applying in the Employee Reservation Portion can apply
at the Cut-off Price and the Bid Amount shall be the Cap Price net of Employee Discount,
if any, multiplied by the number of Equity Shares Bid for by such Eligible Employee and
mentioned in the Bid cum Application Form.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹500,000 (net of Employee Discount, if any). However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000 (net of employee discount, if any). Only in the event of under-
subscription in the Employee Reservation Portion, the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who
have Bid in excess of ₹200,000 (net of employee discount, if any) subject to the maximum
value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of
Employee Discount, if any).
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being Wednesday, October 23,
2024, which shall be published in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper), and Mumbai edition of Navshakti (a widely circulated Marathi
daily newspaper, Marathi being the regional language of Maharashtra where our
Registered and Corporate Office is located). In case of any revisions, the extended Bid /
Offer Closing Date shall also be notified on the website of the BRLMs and terminals of
the Syndicate Members, as required under the SEBI ICDR Regulations and
communicated to the Designated Intermediaries and the Sponsor Bank(s) and shall also
be notified in an advertisement in the same newspapers in which the Bid / Offer Opening
Date was published, as required under the SEBI ICDR Regulations.
Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being Monday, October 21, 2024,
which shall be published in all editions of Financial Express (a widely circulated English

4
 Term Description
national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily
newspaper), and Mumbai edition of Navshakti (a widely circulated Marathi daily
newspaper, Marathi being the regional language of Maharashtra where our Registered
and Corporate Office is located).
Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date
and the Bid / Offer Closing Date, inclusive of both days, during which prospective
Bidders can submit their Bids, including any revisions thereof, in accordance with the
SEBI ICDR Regulations and in accordance with the terms of this Red Herring Prospectus.
Provided that the Bidding shall be kept open for a minimum of three Working Days for
all categories of Bidders, other than Anchor Investors.
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor.
Bidding Centres Centres at which at the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated
CDP Locations for CDPs.
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made.
Book Running Lead Managers / The book running lead managers to the Offer namely Axis Capital Limited, IIFL
BRLMs Securities Limited, Jefferies India Private Limited, Nomura Financial Advisory and
Securities (India) Private Limited, SBI Capital Markets Limited, Intensive Fiscal Services
Private Limited and ITI Capital Limited
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names
and contact details of the Registered Broker are available on the respective websites of
the Stock Exchanges ([Link] and [Link]) and updated from time
to time.
CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, on / after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band i.e. ₹ [●] per Equity Share, subject to any revisions
thereof, above which the Offer Price and the Anchor Investor Offer Price will not be
finalised and above which no Bids will be accepted. The Cap Price shall not be more than
120% of the Floor Price, provided that the Cap Price shall be at least 105% of the Floor
Price.
Cash Escrow and Sponsor Banks Agreement dated October 13, 2024 entered into by our Company, the Selling
Agreement Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Members, and the
Banker(s) to the Offer for, among other things, the appointment of the Escrow and
Sponsor Bank(s), the collection of the Bid Amounts from Anchor Investors, transfer of
funds to the Public Offer Account(s) and where applicable, refunds of the amounts
collected from Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to demat
account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant(s) / CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
the SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,
and the UPI Circulars issued by SEBI, and as per the list available on the websites of BSE
and NSE, as updated from time to time.
Cut-off Price Offer Price, finalised by our Company, in compliance with the SEBI ICDR Regulations,
which shall be any price within the Price Band.

Only Retail Individual Bidders and Eligible Employees Bidding in the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs, including Anchor
Investors, and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father /
husband, investor status, occupation and bank account details and UPI ID, where
applicable.
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges ([Link] and
[Link]) as updated from time to time.
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer

5
 Term Description
Account(s) or the Refund Account(s), as appropriate, in terms of this Red Herring
Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange in terms of this Red Herring Prospectus,
following which the Board of Directors may Allot Equity Shares to successful Bidders in
the Offer.
Designated Intermediaries In relation to ASBA Forms submitted by RIBs and Non-Institutional Bidders Bidding
with an application size of up to ₹ 500,000 (not using the UPI mechanism) by authorising
an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall
mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate / agents,
Registered Brokers, CDPs, SCSBs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders with an

application size of more than ₹ 500,000 (not using the UPI Mechanism), Designated
Intermediaries shall mean Syndicate, Sub-Syndicate / agents, SCSBs, Registered Brokers,
the CDPs and RTAs.
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges ([Link] and [Link]).
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
[Link] or at such
other website as may be prescribed by SEBI from time to time.
Designated Stock Exchange NSE
Draft Red Herring Prospectus / The draft red herring prospectus dated December 28, 2023, issued in accordance with the
DRHP SEBI ICDR Regulations, which did not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer.
Employee Discount Our Company, in compliance with the SEBI ICDR Regulations, may offer a discount of
up to [●]% to the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees
and which shall be announced at least two Working Days prior to the Bid/Offer Opening
Date.
Eligible Employee (i) a permanent employee of our Company and/ or Subsidiaries working in India; or (ii) a
director of our Company and/ or Subsidiaries, whether whole-time or not, as on the date
of the filing of this Red Herring Prospectus with the RoC and who continue to be a
permanent employee of our Company or any of our Subsidiaries or be our Director(s), as
the case may be until the submission of the Bid cum Application Form, but excludes: (a)
an employee who is the Promoter or belongs to the Promoter Group; (b) a director who
either by himself or through his relatives or through anybody corporate, directly or
indirectly holds more than 10% of outstanding Equity Shares of our Company; and (c) an
independent director.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹500,000 (net of Employee Discount, if any). However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000. Only in the event of an under-subscription in the Employee Reservation
Portion, such unsubscribed portion will be available for allocation and Allotment,
proportionately to Eligible Employees Bidding in the Employee Reservation Portion who
have Bid in excess of ₹200,000, subject to maximum value of Allotment to such Eligible
Employee not exceeding ₹500,000 (net of Employee Discount, if any).
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form and this
Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered
thereby.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and this Red Herring
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares.
Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares aggregating up to ₹[●] million,
available for allocation to Eligible Employees, on a proportionate basis. Such portion shall
not exceed 5% of the post-Offer equity share capital of our Company.

6
 Term Description
Escrow Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Escrow Collection
Bank(s) and in whose favour the Anchor Investors will transfer money through direct
credit / NEFT / RTGS / NACH in respect of the Bid Amount when submitting a Bid.
Escrow Collection Bank The Bank which is a clearing member and registered with SEBI as bankers to an issue
and with whom the Escrow Account has been opened, in this case being Kotak Mahindra
Bank Limited.
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name shall also appear as the first holder of the
beneficiary account held in joint names.
Floor Price The lower end of the Price Band i.e. ₹ [●] per Equity Share, subject to any revision(s)
thereto, not being less than the face value of the Equity Shares at or above which the Offer
Price and the Anchor Investor Offer Price will be finalised and below which no Bids will
be accepted.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fresh Issue The fresh issue component of the Offer comprising of an issuance by our Company of up
to [●] Equity Shares at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity
Share) aggregating up to ₹ 36,000 million.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018.
General Information Document / The General Information Document for investing in public issues prepared and issued in
GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
17, 2020, and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs.
Gross Proceeds The Offer proceeds from the Fresh Issue.
IIFL IIFL Securities Limited
Intensive Intensive Fiscal Services Private Limited
ITI Cap ITI Capital Limited
Jefferies Jefferies India Private Limited
Mobile App(s) The mobile applications listed on the website of SEBI at
[Link]
43 or such other website as may be updated from time to time, which may be used by UPI
Bidders to submit Bids using the UPI Mechanism as provided under ‘Annexure A’ for the
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
Monitoring Agency CARE Ratings Limited
Monitoring Agency Agreement The agreement dated October 11, 2024 entered into between our Company and the
Monitoring Agency.
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] Equity Shares, which shall be available for
allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being
received at or above the Offer Price.
Net Offer The Offer less the Employee Reservation Portion
Net Proceeds The proceeds from the Fresh Issue less the Offer related expenses applicable to the Fresh
Issue. For further details regarding the use of the Net Proceeds and the Offer related
expenses, see “Objects of the Offer” on page 138.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors.
Nomura Nomura Financial Advisory and Securities (India) Private Limited.
Non-Institutional Bidders / NIBs All Bidders, including FPIs other than individuals, corporate bodies and family offices,
registered with SEBI that are not QIBs (including Anchor Investors) or Retail Individual
Bidders (and who have Bid for Equity Shares for an amount more than ₹200,000 (but not
including NRIs other than Eligible NRIs).
Non-Institutional Portion The portion of the Net Offer being not less than 15% of the Net Offer consisting of [●]
Equity Shares, available for allocation to Non-Institutional Bidders, of which one-third
shall be available for allocation to Bidders with an application size of more than ₹ 200,000
and up to ₹ 1,000,000 and two-thirds shall be available for allocation to Bidders with an
application size of more than ₹ 1,000,000, provided that the unsubscribed portion in either
of such sub-categories may be allocated to applicants in the other sub-category of Non-
Institutional Bidders subject to valid Bids being received at or above the Offer Price.
Non-Resident / NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs.
Offer Initial public offering of up to [●] Equity Shares for cash at a price of ₹ [●] per Equity
Share (including a share premium of ₹ [●] per Equity Share) aggregating up to ₹ [●]
million consisting of a Fresh Issue of [●] Equity Shares aggregating up to ₹ 36,000 million

7
 Term Description
by our Company and an offer for sale of up to 4,800,000 Equity Shares aggregating up to
₹ [●] million, by the Selling Shareholders. The Offer comprises the Net Offer and
Employee Reservation Portion.
Offer Agreement The agreement dated December 28, 2023 read with the amendment agreement to the offer
agreement dated October 8, 2024, amongst our Company, the Selling Shareholders and
the BRLMs, pursuant to the requirements of the SEBI ICDR Regulations, based on which
certain arrangements are agreed to in relation to the Offer.
Offer for Sale The offer for sale component of the Offer of up to 4,800,000 Equity Shares aggregating
up to ₹ [●] million, comprising of an offer for sale of up to 4,350,000 Equity Shares by
Waaree Sustainable Finance Private Limited aggregating up to ₹ [●] million and up to
450,000 Equity Shares by Chandurkar Investments Private Limited aggregating up to ₹
[●] million
Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders, in terms of this
Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price in terms of this Red Herring Prospectus. The
Offer Price will be decided by our Company in compliance with the SEBI ICDR
Regulations, on the Pricing Date, in accordance with the Book Building Process and in
terms of this Red Herring Prospectus.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds
of the Offer for Sale which shall be available to the Selling Shareholders. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 138.
Offered Shares Up to 4,800,000 Equity Shares aggregating up to ₹ [●] million, comprising of an offer for
sale of up to 4,350,000 Equity Shares by Waaree Sustainable Finance Private Limited
aggregating up to ₹ [●] million and up to 450,000 Equity Shares by Chandurkar
Investments Private Limited aggregating up to ₹ [●] million.
Price Band Price band ranging from a minimum price of ₹ [●] per Equity Share (Floor Price) to the
maximum price of ₹[●] per Equity Share (Cap Price) including any revisions thereof. The
Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in
compliance with the SEBI ICDR Regulations, and will be advertised in all editions of
Financial Express (a widely circulated English national daily newspaper), all editions of
Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai edition of
Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional
language of Maharashtra, where our Registered and Corporate Office is located) at least
two Working Days prior to the Bid / Offer Opening Date, with the relevant financial ratios
calculated at the Floor price and at the Cap Price, and shall be made available to the Stock
Exchanges for the purpose of uploading on their respective websites.
Pricing Date The date on which our Company will finalise the Offer Price, in compliance with the
SEBI ICDR Regulations
Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company
that is eligible to form part of the minimum promoters’ contribution, as required under
the provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be
locked-in for a period of three years from the date of Allotment.
Prospectus The prospectus to be filed with the RoC in accordance with the Companies Act, 2013,
and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined
in accordance with the Book Building Process, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ account which has been opened with the Public
Offer Account Bank under Section 40(3) of the Companies Act, 2013, to receive monies
from the Escrow Account(s) and ASBA Accounts on the Designated Date.
Public Offer Account Bank The bank with which the Public Offer Account is opened for collection of Bid Amounts
from Escrow Account and ASBA Accounts on the Designated Date, in this case being
ICICI Bank Limited.
Qualified Institutional Buyers / Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs Regulations.
QIB Bidders QIBs who Bid in the Offer.
QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not more than
50% of the Net Offer or [●] Equity Shares, available for allocation to QIBs (including
Anchor Investors) on a proportionate basis (in which allocation to Anchor Investors shall
be on a discretionary basis, as determined by our Company, in consultation with the
BRLMs up to a limit of 60% of the QIB Portion), subject to valid Bids being received at
or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors), in
compliance with the SEBI ICDR Regulations.
Red Herring Prospectus / RHP This red herring prospectus dated October 14, 2024 issued in accordance with Section 32
of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which
does not have complete particulars of the price at which the Equity Shares will be offered

8
 Term Description
and the size of the Offer, including any addenda or corrigenda thereto. This Red Herring
Prospectus will become the Prospectus upon filing with the RoC after the Pricing Date.
Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole or
part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank The Banker to the Offer with whom the Refund Account has been opened, in this case
being Kotak Mahindra Bank Limited.
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the Members of the Syndicate and eligible to procure
Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI.
Registrar Agreement The agreement dated December 22, 2023, amongst our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer.
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Agents / RTAs the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015, issued by SEBI and in terms of the UPI Circulars
Registrar to the Offer / Registrar Link Intime India Private Limited
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidder(s) / Individual Bidders, who have Bid for the Equity Shares for an amount not more than
RIB(s) ₹200,000 in any of the bidding options in the Offer (including HUFs applying through
their karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Net Offer being not less than 35% of the Net Offer consisting of [●]
Equity Shares, available for allocation to Retail Individual Bidders as per the SEBI ICDR
Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids
being received at or above the Offer Price.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable.

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders can revise their Bids during the Bid / Offer Period and withdraw their
Bids until Bid / Offer Closing Date.
SBI Cap SBI Capital Markets Limited
Self-Certified Syndicate Bank(s) The banks registered with SEBI, offering services: (a) in relation to ASBA (other than
/ SCSB(s) using the UPI Mechanism), a list of which is available on the website of SEBI at
[Link]
34 and
[Link]
35, as applicable or such other website as may be prescribed by SEBI from time to time;
and (b) in relation to ASBA (using the UPI Mechanism), a list of which is available on
the website of SEBI at
[Link]
40, or such other website as may be prescribed by SEBI from time to time

In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the
respective SCSBs to receive deposits of Bid cum Application Forms from the members
of the Syndicate is available on the website of the SEBI
([Link]
=35) and updated from time to time. For more information on such branches collecting
Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI at
[Link]
35 as updated from time to time.

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June

28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and
mobile applications whose names appears on the website of the SEBI
([Link]
=40) and
([Link]
=43) respectively, as updated from time to time.
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely Link Intime
India Private Limited.

9
 Term Description
Share Escrow Agreement Agreement dated October 12, 2024 entered into amongst our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of Equity Shares
under the Offer for Sale by the Selling Shareholders and credit of such Equity Shares to
the demat account of the Allottees.
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of
which is available on the website of SEBI ([Link]), and updated from time to
time.
Sponsor Banks The Bankers to the Offer registered with SEBI, which have been appointed by our
Company to act as a conduit between the Stock Exchanges and the NPCI in order to push
the mandate collect requests and/or payment instructions of the UPI Bidders, using the
UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars, in
this case being ICICI Bank Limited and Kotak Mahindra Bank Limited.
Stock Exchanges Collectively, BSE and NSE.
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Syndicate / Members of the Together, the BRLMs and the Syndicate Members.
Syndicate
Syndicate Agreement Agreement dated October 13, 2024 entered into amongst our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members and the Registrar in relation to
collection of Bid cum Application Forms by Syndicate.
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept
bids, applications and place order with respect to the Offer and carry out activities as an
underwriter.
Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company / 2(1)(iii) of the SEBI ICDR Regulations.
NBFC-SI
Underwriters [●]
Underwriting Agreement The agreement to be entered into among the Underwriters, our Company and the Selling
Shareholders on or after the Pricing Date, but prior to filing of the Prospectus with the
RoC.
UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI
UPI Bidder Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail
Portion; (ii) Eligible Employees, in the Employee Reservation Portion; and (iii) Non-
Institutional Bidders with an application size of up to ₹500,000 in the Non-Institutional
Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with
Syndicate Members, Registered Brokers, Collecting Depository Participants and
Registrar and Share Transfer Agents.

Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022

issued by SEBI, all individual investors applying in public issues where the application
amount is up to ₹500,000 shall use UPI and shall provide their UPI ID in the bid-cum-
application form submitted with: (i) a syndicate member, (ii) a stock broker registered
with a recognized stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose name is
mentioned on the website of the stock exchange as eligible for such activity), and (iv) a
registrar to an issue and share transfer agent (whose name is mentioned on the website of
the stock exchange as eligible for such activity)
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular
number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI master circular with
circular number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024 (to the
extent that such circulars pertain to the UPI Mechanism), SEBI master circular number
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 along with the circular
issued by the National Stock Exchange of India Limited having reference no. 25/2022
dated August 3, 2022 and the circular issued by BSE Limited having reference no.

10
 Term Description
20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued
by SEBI and Stock Exchanges in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI Mobile App and
by way of a SMS directing the UPI Bidder to such UPI Mobile App) to the RIB initiated
by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account
through the UPI Mobile App equivalent to the Bid Amount and subsequent debit of funds
in case of Allotment.
UPI Mechanism The mechanism that may be used by a UPI Bidder to make a Bid in the Offer in
accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction
WACA Weighted average cost of acquisition.
Wilful Defaulter Wilful defaulter as defined under the SEBI ICDR Regulations.
Working Day All days on which commercial banks in Mumbai are open for business; provided,
however, with reference to (a) announcement of Price Band; and (b) Bid / Offer Period,
the expression “Working Day” shall mean all days, excluding all Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for business; (c) the
time period between the Bid / Offer Closing Date and the listing of the Equity Shares on
the Stock Exchanges, the expression “Working Day” shall mean all trading days of Stock
Exchanges, excluding Sundays and bank holidays in Mumbai, India, as per the circulars
issued by SEBI.

Conventional and general terms and abbreviations

Term Description
AGM Annual General Meeting
AIF(s) Alternative Investment Funds as defined in and registered under the SEBI AIF
Regulations
Bn Billion
BSE BSE Limited
CAGR Compound Annual Growth Rate, which is computed by dividing the value as at the year-
end by its value at the beginning of that period, raise the result to the power of one divided
by the period length, and subtract one from the subsequent result ((End Value / Start
Value) ^ (1 / Periods) – 1)
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve month period ending
December 31
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI
AIF Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
AIF Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules made thereunder
Companies Act / Companies Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars
Act, 2013 and notifications issued thereunder, as amended to the extent currently in force
COVID – 19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CSR Corporate social responsibility
Depositories NSDL and CDSL, collectively
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s identity number
EBITDA Earnings before interest, taxes, depreciation, and amortization
EGM Extraordinary general meeting
EPS Earnings per share
Euro Euro, the official currency of the European Union
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the
FEMA
FDI Foreign direct investment

11
 Term Description
FDI Policy The consolidated foreign direct policy bearing DPIIT file number 5(2)/2020-FDI Policy
dated October 15, 2020, and effective from October 15, 2020, issued by the Department
of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued from
time to time
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Non-debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Rules
Financial Year / Fiscal / Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar
Year year and ending on March 31 of that particular calendar year
FIR First information report
FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations
FSI Floor space index
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board
of India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI
GDP Gross Domestic Product
GoI / Government / Central Government of India
Government
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IFSC Indian Financial System Code
Income Tax Act/ IT Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and
other relevant provisions of the Companies Act, 2013
Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry of
Corporate Affairs under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant
provisions of the Companies Act, 2013
IGAAP / Indian GAAP Accounting standards notified under section 133 of the Companies Act, 2013, read with
Companies (Accounting Standards) Rules, 2006, as amended and the Companies
(Accounts) Rules, 2014, as amended
IPO Initial public offer
INR / Rupee / ₹ / Rs. Indian Rupee, the official currency of the Republic of India
IRDAI Insurance Regulatory and Development Authority of India
ISIN International Securities Identification Number
IT Information Technology
IT Act The Income Tax Act, 1961
KYC Know Your Customer
MCA The Ministry of Corporate Affairs, Government of India
MCLR Marginal Cost of Funds Based Landing Rate
Mn / mn Million
MoU Memorandum of Understanding
MSMEs Small scale undertakings as per the Micro, Small and Medium Enterprises Development
Act, 2006
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.A./NA Not applicable
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-Banking Financial Company
NEFT National Electronic Fund Transfer
No. Number
NPCI National Payments Corporation of India
NR / Non-resident A person resident outside India, as defined under the FEMA and includes an NRI
NRI / Non-Resident Indian Non-Resident Indian
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas corporate body, a company, partnership, society or other corporate body owned
directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003, and immediately before such

12
 Term Description
date was eligible to undertake transactions pursuant to general permission granted to
OCBs under FEMA. OCBs are not allowed to invest in the Offer
PAN Permanent account number
PAT Profit after tax
PMLA Prevention of Money Laundering Act, 2002
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web
based complaints redressal system launched by SEBI
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1999
Regulations
STT Securities Transaction Tax
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
Trademarks Act Trademarks Act, 1999
US$ / USD / US Dollar United States Dollar, the official currency of the United States of America
USA / U.S. / US United States of America and its territories and possessions, including any state of the
United States
US GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act The United States Securities Act of 1933, as amended
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case
may be

Business, technical and industry-related terms

Term Description
ACS Average Cost of Supply
ALMM Approved List of Models and Manufacturers as notified by MNRE from time to time
ARR Average Revenue Realized
CAGR Compounded annual growth rate
C&I Commercial & Industrial
Capacity in GW This refers to the total production capacity of all the manufacturing units taken together
in gigawatt.
DDUGJY Deen Dayal Upadhyaya Gram Jyoti Yojana
Debt Debt is calculated as total debt minus current and non-current lease liabilities.
Debt to Equity Ratio Debt to equity ratio has been calculated as debt divided by total equity (excluding non-
controlling interest).
Debt to EBITDA ratio Debt to EBITDA ratio has been calculated as debt divided by EBITDA for the relevant
fiscal.
Direct Sales to Utilities and Direct Sales to Utilities and Enterprises refers to our sales to utilities and enterprise
Enterprises customers.
EBITDA EBITDA has been calculated as profit for the year before exceptional items and taxes
plus finance cost, depreciation and amortization

13
 Term Description
EBITA Margin EBITDA Calculated as profit for the year before exceptional items and taxes plus
finance cost, depreciation and amortization. EBITDA margin has been calculated as
EBITDA divided by total income.
Export Sales Export Sales includes solar PV module sales to international customers as well as
international EPC revenue.

GBI Generation Based Incentive

GDP Gross Domestic Product
GEC Green Energy Corridor
GW Gigawatt
HPO Hydro Purchase Obligation
HVDC High voltage direct current
IMF International Monetary Fund
IPDS Integrated Power Development Scheme
ISTS Inter-State Transmission System
kV Kilo volt
LC Letter of credit
MW Megawatt
NABL National Accreditation Board for Testing and Calibration Laboratories
NIP National Infrastructure Pipeline
NISE National Institute of Solar Energy
NSM National Solar Mission
NSO National Statistical Office
NTPC NTPC Limited (formerly known as National Thermal Power Corporation)
NVVN NTPC Vidyut Nigam Limited
Order Book in GW This refers to the total confirmed total order book, to be delivered in over a period of
ascertained timeline in gigawatt.
Other Revenue from Operations Other Revenue from Operations includes EPC services for domestic utilities and
enterprise customers, O&M services, trading in ancillary products, export incentives,
generation of electricity from renewable resources and scrap sale.
PAT Margin PAT Margin has been calculated as profit for the year/ period divided by total income
PLI Production Linked Incentive Scheme
PV Photovoltaic solar module
RBI Reserve Bank of India
RE Renewable Energy
Retail Sales Retail Sales includes solar PV module sales through our franchisee network focused
on commercial and industrial, and residential business verticals as well as franchisee
EPC revenue and other products sold to franchisees.
Return on Average Capital Return on average capital employed has been calculated as profit before exceptional
Employed item and tax plus finance costs divided by average of opening and closing capital
employed calculated as total equity (excluding non-controlling interest) add non-
current liability.
RoCE Return on capital employed has been calculated as profit before exceptional item and
tax plus finance cost divided by total equity (excluding non-controlling interest) add
total non-current liability.
RoE Return on equity has been calculated as net income (owners share) divided by total
equity (excluding non-controlling interest).
RPO Renewable Purchase Obligation
SCD Scheduled commissioning date
SECI Solar Energy Corporation of India
T&D Transmission and Distribution
Total Debt Total debt is calculated as current borrowings plus non-current borrowings plus current
lease liabilities plus non-current lease liabilities
UDAY Ujwal DISCOM Assurance Yojana
Wp Watt peak
WSH Wind-solar hybrid
XAUR Xinjiang Autonomous Region in People’s Republic of China

14
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable. All references herein to
the “US”, the “U.S.” or the “United States” are to the United States of America. All references herein to “EU”,
the “European Union” are to the 27 member countries that are a part of the European Union.

Unless indicated otherwise, all references to page numbers in this Red Herring Prospectus are to page numbers of
this Red Herring Prospectus.

Financial Data

Unless stated otherwise or the context requires otherwise, the financial information and financial ratios in this Red
Herring Prospectus are derived from our Restated Consolidated Summary Statements. For further information,
see “Financial Information” on page 321.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year and accordingly, all references to a particular financial year or fiscal are
to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year. Unless the context requires otherwise, all references to a year in this Red
Herring Prospectus are to a calendar year and references to a Fiscal/Fiscal Year/Financial Year are to the year
ended on March 31, of that calendar year. Certain other financial information pertaining to our Group Companies
are derived from their respective audited financial statements.

The restated consolidated summary statements comprise the restated consolidated summary statement of assets
and liabilities of our Company and our subsidiaries (the “Group”) as at June 30, 2024, June 30, 2023, March 31,
2024, March 31, 2023 and March 31, 2022, the restated consolidated summary statements of profits and losses
(including other comprehensive income), the restated consolidated summary statement of cash flows and the
restated consolidated summary statements of changes in equity, the summary statement of material accounting
policies and other explanatory information for the three month period ended June 30, 2023 and 2024 and for each
of the years ended March 31, 2024, March 31, 2023 and March 31, 2022 derived from our audited financial
statements as at and for the three month period ended June 30, 2023 and 2024 prepared in accordance with Ind
AS 34 and our audited financial statements as at and for each of the years ended March 31, 2024, March 31, 2023
and March 31, 2022, prepared in accordance with Ind AS and restated in accordance with the SEBI ICDR
Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI,
as amended from time to time.

The Restated Consolidated Summary Statements has been compiled from (i) audited consolidated financial
statements of our Company and its Subsidiaries as at and for the three months periods ended June 30, 2024 and
June 30, 2023 prepared in accordance with the accounting principles generally accepted in India including Indian
Accounting Standard 34 “Interim Financial Reporting” as prescribed under Section 133 of the Companies Act
read with Ind AS Rules; (ii) audited consolidated financial statements of our Company and its Subsidiaries as at
and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with the
accounting principles generally accepted in India including Indian Accounting Standards specified under Section
133 of the Companies Act read with the Ind AS Rules. The audited consolidated financial statements for the three
months periods ended June 30, 2024 and June 30, 2023 and for the financial years ended March 31, 2024 and
March 31, 2023 have been audited by our Statutory Auditor, whereas the audited consolidated financial statements
for the financial years ended March 31, 2022 have been audited by erstwhile statutory auditor of our Company,
Shah Gupta & Co., Chartered Accountants. Financial information for three months ended June 30, 2024 and June
30, 2023 is not indicative of annual financial results and are not comparable with annual financial information.

Further, our subsidiary, Waaree Renewable Technologies Limited (“WRTL”) has its equity shares listed on BSE.
In accordance with the SEBI Listing Regulations, WRTL has prepared and disclosed financial information for the
three months period ended June 30, 2024, which have been reviewed by the statutory auditor of WRTL. Such
financial information is available on the website of BSE at [Link] and has not been included in this
Red Herring Prospectus.

15
Additionally, our subsidiary, Indosolar Limited (“Indosolar”) has its equity shares listed on the Stock Exchanges.
In accordance with the SEBI Listing Regulations, Indosolar has prepared and disclosed financial information for
the three months period ended June 30, 2024, which have been reviewed by the statutory auditor of Indosolar.
Such financial information is available on the websites of BSE and NSE at [Link] and
[Link], respectively, and has not been included in this Red Herring Prospectus.

There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Red Herring Prospectus
and it is urged that you consult your own advisors regarding such differences and their impact on our Company’s
financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS
see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as U.S.
GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of
our financial condition” on page 87. The degree to which the financial information included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance
by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this
Red Herring Prospectus should accordingly be limited. Further, any figures sourced from third-party industry
sources may be rounded off to other than two decimal points to conform to their respective sources.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 32, 226
and 454, respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of our
Restated Consolidated Summary Statements.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.

Non-GAAP Financial Measures

Certain non-GAAP and certain other statistical information relating to our operations and financial measures
relating to our financial performance such as, Net Worth, EBITDA, EBITDA Margin, Return on Capital
Employed, PAT Margin, Debt to Equity Ratio, Debt to EBITDA Ratio, Return on Average Capital Employed,
Inventory Turnover Ratio, Interest Coverage Ratio, Return on Equity and Return on Capital Employed have been
included in this Red Herring Prospectus. We compute and disclose such non-GAAP financial measures and certain
other statistical information relating to our financial performance as we consider such information to be useful
measures of our business and financial performance. Further, these Non-GAAP Measures and other statistical and
other information relating to operations and financial performance are not a measurement of our financial
performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in
isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of
financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows
generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS
or US GAAP. In addition, these non-GAAP measures are not standardised terms, hence a direct comparison of
these Non-GAAP Measures between companies may not be possible. Further, these non-GAAP financial
measures and other statistical and other information relating to operations and financial performance may not be
computed on the basis of any standard methodology that is applicable across the industry and therefore, may not
be comparable to financial measures of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies. Other companies may calculate these Non-
GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP
financial measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that they are useful to an investor in evaluating us as they are
widely used measures to evaluate a company’s operating performance. For further details, see “Risk Factors –
Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which
investors may be more familiar with and may consider material to their assessment of our financial condition” on
page 87.

16
Industry and Market Data

Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from the report titled “Solar Power Market in India” dated October 2024 prepared by CRISIL (“CRISIL
Report”) and publicly available information as well as other industry publications and sources. The CRISIL
Report as used for this Red Herring Prospectus, has been exclusively commissioned and paid for by our Company
and has been exclusively prepared for the purpose of the Offer and is available at [Link]
The CRISIL Report is subject to the following disclaimer:

“CRISIL Market Intelligence & Analytics (CRISIL MI&A), a division of CRISIL Limited (CRISIL) has taken due
care and caution in preparing this report (Report) based on the Information obtained by CRISIL from sources
which it considers reliable (Data). This Report is not a recommendation to invest / disinvest in any entity covered
in the Report and no part of this Report should be construed as an expert advice or investment advice or any form
of investment banking within the meaning of any law or regulation. Without limiting the generality of the
foregoing, nothing in the Report is to be construed as CRISIL providing or intending to provide any services in
jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business
activities in this regard. Waaree Energies Limited will be responsible for ensuring compliances and consequences
of non-compliances for use of the Report or part thereof outside India. CRISIL MI&A operates independently of,
and does not have access to information obtained by CRISIL Ratings Limited, which may, in their regular
operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL
MI&A and not of CRISIL Ratings Limited. No part of this Report may be published/reproduced in any form without
CRISIL’s prior written approval.”

The data used in these sources may have been reclassified by us for the purposes of presentation and may also not
be comparable. There are no parts, data or information (which may be relevant for the proposed Offer), that has
been left out or changed in any manner. Further, reference to "segments" in the industry section and other sections,
which are based on CRISIL Report refers to end-use sectors and does not constitute segment classification under
Ind AS- 108. The extent to which the industry and market data presented in this Red Herring Prospectus is
meaningful and depends upon the reader’s familiarity with, and understanding of, the methodologies used in
compiling such information. There are no standard data gathering methodology in the industry in which our
Company conducts business and methodologies and assumptions may vary widely among different market and
industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to
change based on various factors, including those discussed in “Risk Factors – Industry information included in
this Red Herring Prospectus has been derived from an industry report commissioned by us, and paid for by us for
such purpose.” on page 74. Further, neither the Company, nor its Subsidiaries, Promoters or Directors nor the
BRLMs appointed in relation to the Offer are “related parties” as defined under Section 2(76) of the Companies
Act, 2013, of CRISIL.

In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 150, includes
information relating to our peer group companies and industry averages. The data included herein includes
excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. There are
no parts, data or information (which may be relevant for the proposed Offer), that have been left out or changed
in any manner. Data from these sources may also not be comparable. Such industry and third-party related
information has been derived from publicly available sources. Such industry sources and publications are also
prepared based on information as at specific dates and may no longer be current or reflect current trends.

Currency and Units of Presentation

All references to “Rupees” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

All references to “U.S.$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official
currency of the United States of America.

All references to “€” or “EUR” are to the Euro, which is the official currency of the European Union.

In this Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in million. In this regard, please note: (a) one million is equal to 1,000,000/10 lakhs; and (b) 10 million
is equal to 10,000,000/100 lakhs/ one crore. However, where any figures that may have been sourced from third-
party industry sources are expressed in denominations other than millions, such figures appear in this Red Herring
Prospectus expressed in such denominations as provided in their respective sources.

17
Time

All references to time in this Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all
references to a year in this Red Herring Prospectus are to a calendar year.

Exchange Rates

This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions
should not be construed as a representation that such currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate, or at all.

The exchange rates for the periods indicated are provided below.
(in ₹)
Exchange rate as on
Currency
March 31, 2022 March 31, 2023 March 31, 2024 June 30, 2023 June 30, 2024
1 USD 75.81 82.22 83.37* 82.04 83.45**
1 EUR 84.66 89.61 90.22* 89.13 89.25**
Source: [Link] and [Link]
* The exchange rate has been included as on March 28, 2024, as March 29, 2024, March 30, 2024 and March 31, 2024 were Good Friday,
a Saturday and a Sunday, respectively.
** The exchange rate has been included as on June 28, 2024, as June 29, 2024 and June 30, 2024 were a Saturday and a Sunday, respectively.

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity
Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be
“qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to the private
placement exemption set out in Section 4(a) of the U.S. Securities Act and (b) outside the United States in
“offshore transactions” (as defined under Regulation S) in compliance with Regulation S and the applicable laws
of the jurisdictions where those offers and sales are made. For the avoidance of doubt, the term “U.S. QIBs” does
not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this
Red Herring Prospectus as “QIBs”.

18
 FORWARD LOOKING STATEMENTS

This Red Herring Prospectus contains certain statements which are not statements of historical fact and may be
described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek
to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of our Company and statements regarding our expected
financial conditions, results of operations, business plans and prospects are also forward-looking statements.
These forward-looking statements include statements as to our business strategy, plans, revenue and profitability
(including, without limitation, any financial or operating projections or forecasts) and other matters discussed in
this Red Herring Prospectus that are not historical facts. However, these are not the exclusive means of identifying
forward-looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties associated
with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater
to and our ability to respond to them, our ability to successfully implement our strategies, our growth and
expansion, technological changes, our exposure to market risks, general economic and political conditions in India
and globally, which have an impact on our business activities or investments, the monetary and fiscal policies of
India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other
rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts
of violence.

Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:

• Loss of a key customer or loss of revenue from sales to any key customer;

• Delay in delivery of modules resulting in liquidated damages and other related claims;

• Risks and uncertainties of various international markets due to our export sales;

• Ability to grow our retail sales particularly, commercial and industrial, and residential business verticals;

• Imposition of import duties or other restrictions impacting raw material supply from China;

• Failure to expand into new markets or regions;

• Failure to properly implement our manufacturing operations; and

• Exposure to risks related to execution of projects, the time and costs required to complete projects.

For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 32,
226 and 454, respectively. By their nature, certain market risk disclosures are only estimates and could be
materially different from what actually occurs in the future. As a result, actual future gains or losses could be
materially different from those that have been estimated. Forward-looking statements reflect our current views as
of the date of this Red Herring Prospectus and are not a guarantee of future performance. These statements are
based on our management’s belief and assumptions, which in turn are based on currently available information.
Although we believe that the assumptions on which such statements are based are reasonable, any such
assumptions as well as statements based on them could prove to be inaccurate.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

19
Neither our Company, our Directors, the Selling Shareholders, the BRLMs nor the Syndicate or any of their
respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company will ensure that Bidders
in India are informed of material developments pertaining to our Company from the date of this Red Herring
Prospectus in relation to the statements and undertakings made by our Company and each of the Selling
Shareholders, severally and not jointly, in relation to themselves as a Selling Shareholder and their respective
portion of the Offered Shares in this Red Herring Prospectus until the time of the grant of listing and trading
permission by the Stock Exchanges for this Offer.

In this regard, each of the Selling Shareholders shall, severally and not jointly, ensure that our Company and
BRLMs are informed of material developments in relation to the statements and undertakings specifically
confirmed or undertaken by such Selling Shareholder in relation to themselves as a Selling Shareholder and their
respective portion of the Offered Shares in this Red Herring Prospectus until the time of the grant of listing and
trading permission by the Stock Exchanges for this Offer.

20
 SECTION II – SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of the terms of Offer, certain disclosures included in this Red Herring
Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring
Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and
is qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus,
including the sections titled “Risk Factors”, “Industry Overview”, “Our Business”, “Capital Structure”, “The
Offer”, “Restated Consolidated Summary Statements”, “Objects of the Offer” “Our Promoters and Promoter
Group”, “Management’s Discussions and Analysis of Financial Position and Results of Operations”,
“Outstanding Litigation and Other Material Developments” and “Offer Procedure” on pages 32, 169, 226, 110,
90, 321, 138, 314, 454, 511 and 555, respectively.

Summary of primary business of our Company

We are a manufacturer of solar PV modules in India with an aggregate installed capacity of 12 GW and utilized
capacity of 43.37%, as of and for the year ended March 31, 2024 and an aggregate installed capacity of 12 GW
and utilized capacity of 45.01%, as of and for the three months ended June 30, 2024 (on an unannualized basis).
Our portfolio of solar energy products consists of the following PV modules: (i) multicrystalline modules; (ii)
monocrystalline modules; and (iii) TopCon modules, comprising flexible modules, which includes bifacial
modules (Mono PERC) (framed and unframed), and building integrated photo voltaic (BIPV) modules. For further
information, in relation to the description of the product modules, relevance, potential and usage, see “Our
Business – Our Business Operations – Product Portfolio” on page 240. As of the date of this Red Herring
Prospectus, we operated five manufacturing facilities in India spread over an area of 143.01 acres. We operate
one factory each, located at Surat, Tumb, Nandigram and Chikhli in Gujarat, India and the IndoSolar Facility, in
Noida, Uttar Pradesh.

Summary of industry in which our Company operates

The Indian commercial and industrial solar sector added approximately 10GW over Fiscal 2019 and 2023, with
total installed capacity as of December 2023 at approximately 25 GW. The commercial & industrial segment
accounts for 70%-80% of the country’s rooftop solar installations and is making headway in the utility-scale solar
space as well through open access and group captive routes. Capacity additions picked up in the last two years in
response to the easing of pandemic restrictions and increasing power demand. (Source: CRISIL Report)

Projected Rooftop Capacity Additions over Fiscal 2025 - 2029

Source: MNRE; CRISIL MI&A Consulting

Key domestic solar module manufacturers with capacity

S. No. Name Installed capacity

(MW)

1. Waaree Energies 12,000

2. Adani Mundra PV 4,000

3. ReNew Power 4,000

21
 S. No. Name Installed capacity
(MW)

4. Saatvik 3,800

5. Vikram Solar 3,500

6. Renewsys 2,750

7. Goldi Solar 2,500

8. Premier Energies 2,400

9. Rayzon 1,500

10. Emmvee Photovoltaic 3,500

11. Solex 1,200

12. Grew Energy 1,200

13. Pixon Green Energy 1,000

As on June, 2024
Source: Company websites, CRISIL MI&A Consulting.

Current and Projected Manufacturing Capacity (GW)

e = Estimated
Source: Industry, CRISIL MI&A Consulting

For further information, see the section titled “Industry Overview - Competitive mapping of solar module
manufacturers in India” on page 218.

Our Promoters

As on the date of this Red Herring Prospectus, Hitesh Chimanlal Doshi, Viren Chimanlal Doshi, Pankaj Chimanlal
Doshi and Waaree Sustainable Finance Private Limited are the Promoters of our Company. For further details,
see “Our Promoters and Promoter Group” at page 314.

The Offer

Offer 1 Up to [●] Equity Shares for cash at price of ₹[●] per Equity Share (including a
premium of [●] per Equity Share), aggregating up to ₹[●] million
of which
Fresh Issue 1^ Up to [●] Equity Shares aggregating up to ₹36,000 million
Offer for Sale 2 The Offer for Sale up 4,800,000 Equity Shares aggregating up to ₹ [●] million,
comprising of an offer for sale of up to 4,350,000 Equity Shares by Waaree Sustainable
Finance Private Limited aggregating up to ₹ [●] million and up to 450,000 Equity
Shares by Chandurkar Investments Private Limited aggregating up to ₹ [●] million
Employee Reservation Portion3 Up to [●] Equity Shares aggregating up to ₹[●] million

22
1
The Offer has been authorized by a resolution of our Board dated June 16, 2023 and the Fresh Issue has been authorized by a special
resolution of our Shareholders dated September 29, 2023. Thereafter, the size of the Fresh Issue has been increased from ₹30,000 million
to ₹36,000 million by a resolution of our Board dated February 20, 2024 and a special resolution of our Shareholders dated March 13,
2024.
2 The Equity Shares being offered by the Selling Shareholders are eligible for being offered for sale pursuant to the Offer for Sale in terms of
the SEBI ICDR Regulations. For details, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 522.
3 In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to
the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any). The
unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of up to ₹500,000), shall be added to the Net Offer. For
further details, see “Offer Structure” on page 551.

The Offer and Net Offer shall constitute [●]% and [●]% of the post-Offer paid up Equity Share capital of our
Company.

For further details, see “The Offer” and “Offer Structure” on pages 90 and 551, respectively.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the following objects:

(in ₹ million)

Amount which will be financed

Particulars
from the net proceeds (1)(2)

Part finance the cost of establishing the 6GW of Ingot Wafer, Solar Cell and Solar PV 27,750.00
Module manufacturing facility in Odisha, India
General corporate purposes(2) [●]
Total (1) [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(2)
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.

Aggregate pre-Offer shareholding of our Promoters, Promoter Group and the Selling Shareholders

(a) The aggregate pre-Offer shareholding of our Promoters and Promoter Group as a percentage of the pre-Offer
paid-up equity share capital of our Company is set out below:

Sr. Percentage of the pre-Offer

Name of the Shareholder No. of Equity Shares held
No. paid-up Equity Share capital
Promoters (A)
1. Waaree Sustainable Finance Private Limited 57,117,331 21.69
2. Hitesh Chimanlal Doshi 14,104,082 5.36
3. Viren Chimanlal Doshi 10,954,007 4.16
4. Pankaj Chimanlal Doshi 24,604,384 9.34
Total (A) 106,779,804 40.55
Promoter Group (B)
5. Bindiya Kirit Doshi 19,816,212 7.53
6. Nipa Viren Doshi 16,202,139 6.15
7. Binita Hitesh Doshi 15,982,944 6.07
8. Kirit Chimanlal Doshi 10,192,782 3.87
9. Pankaj Chimanlal Doshi (HUF) 7,384,088 2.80
10. Viren Chimanlal Doshi (HUF) 6,573,908 2.50
11. Hitesh Chimanlal Doshi (HUF) 2,805,365 1.07
12. Kirit Chimanlal Doshi (HUF) 2,616,641 0.99
13. Pujan Pankaj Doshi 726,700 0.28
14. Sonal T Ramani* 1,500 Negligible
Total (B) 82,302,279 31.25
Total (A+B) 189,082,083 71.80
*
Jointly held with Tarun B Ramani

(b) The aggregate pre-Offer shareholding of the Selling Shareholders as a percentage of the pre-Offer and the
aggregate post-Offer shareholding of the Selling shareholders as a percentage of the post-Offer paid-up equity
share capital of our Company is set out below:

23
 Pre-Offer Post-Offer
Sr. Name of the Selling Percentage of the Percentage of the
No. Shareholder No. of Equity pre-Offer paid-up Number of Equity total paid-up
Shares held equity share Share held* equity share
capital capital(%)*
1. Waaree Sustainable Finance 57,117,331 21.69 [●] [●]
Private Limited
2. Chandurkar Investment Private 450,000 0.17 [●] [●]
Limited
Total 57,567,331 21.86 [●] [●]
*
To be updated prior to filing the Prospectus with the RoC.

For further details, see “Capital Structure” at page 110.

Summary of Financial Information

A summary of the financial information of our Company based on the Restated Consolidated Summary Statements
is as follows:
(in ₹ million, except per share data)
As at and for the Fiscal ended As at and for the As at and for the
three months three months
Particulars March March March 31,
ended June 30, ended June 30,
31, 2022 31, 2023 2024
2023 2024
Equity Share Capital 1,971.38 2,433.66 2,629.62 2,532.24 2,631.39
Net worth 4,273.51 18,254.13 40,748.37 27,047.93 44,717.10
Revenue from operations 28,542.65 67,508.73 113,976.09 33,282.92 34,089.01
Total income 29,458.51 68,603.64 116,327.63 34,149.98 34,964.13
Restated Profit for the period/ year 796.50 5,002.77 12,743.77 3,382.73 4,011.25
Restated Earnings per equity share
of ₹ 10/- each
- Basic* 3.84 21.82 48.05 13.78 14.98
- Diluted* 3.84 21.57 47.86 13.64 14.93
Net asset value per Equity Share 21.68 75.01 154.96 106.81 169.94
Total borrowings 3,130.83 2,734.80 3,173.19 2,333.06 2,612.37
*
Not annualised for three months ended June 30, 2023 and June 30, 2024
Notes:
(1) Net-worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.
(2) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with Indian
Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
(3) Net Asset Value per Equity Share represents Net-worth as at the end of the year/period, as restated, divided by the number of Equity Shares
outstanding as of the end of the year/period.
(4) Total Borrowing includes non-current borrowings and current borrowings.

For details of reasons attributable to the increase in financial parameters of the Company, see “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations – Results of Operations” on page 485.

For further details, see “Restated Consolidated Summary Statements” and “Other Financial Information” on pages
321 and 453, respectively.

Qualifications of the Statutory Auditor which have not been given effect to in the Restated Consolidated
Summary Statements

There are no qualifications which have not been given effect to in the Restated Consolidated Summary Statements.

Summary of outstanding litigation

A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters
as on the date of this Red Herring Prospectus is provided below. As on date of this Red Herring Prospectus, there
are no outstanding litigations involving our Group Companies, which may have a material impact on our
Company, in accordance with the Materiality Policy.

24
 Disciplinary actions
Aggregate
Statutory or by the SEBI or Material
Name of Criminal Tax amount involved
Regulatory Stock Exchanges Civil
Entity Proceeding Proceeding (₹ million, to the
Proceeding against our Litigation
extent quantifiable)
Promoters
Company
By our Company 3 - - Not applicable 1 321.97
Against our 1 22 - Not applicable - 251.92
Company
Directors
By our Directors - - - Not applicable - -
Against our 1 9 - Not applicable - 3.15
Directors
Promoters
By our - - - Not applicable - -
Promoters
Against our 1# 9* - - - 3.15
Promoters
Subsidiaries
By our 1 - - Not applicable - 6.88
Subsidiaries
Against our - 39 - Not applicable - 1.10
Subsidiaries
* Includes9 matters involving our Directors, Hitesh Chimanlal Doshi and Viren Chimanlal Doshi, aggregating to ₹ 3.15 million.
# Includesfirst information report registered against our Directors, Hitesh Chimanlal Doshi and Viren Chimanlal Doshi.
Note: As at June 30, 2024, our Company has considered ₹99.69 million, being the potential liabilities arising from its outstanding litigations
as contingent liability as per Ind AS 37 and has included such amounts in the schedule of contingent liabilities to the Restated Consolidated
Summary Statements. As at June 30, 2024, the total contingent liabilities of our Company was ₹1,734.89 million which was 3.88% of the net
worth of our Company as on that date.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Other Material
Developments” on page 511.

Risk factors
Specific attention of Investors is invited to the section “Risk Factors” on page 32. Bidders are advised to read the
risk factors carefully before taking an investment decision in the Offer.

Summary of contingent liabilities and capital commitments of our Company

A summary table of contingent liabilities as per Ind AS 37- Provisions and contingent liabilities as at June 30,
2024, is set forth below:
(in ₹ million)
Amount as
Sr.
Particulars at June 30,
No.
2024
Contingent liabilities not provided for:
1. Claims against the parent company not acknowledged as debts 99.69
2. Disputed statutory liability of parent Company 240.36
3. Guarantee/indemnity given by parent company to others 1,394.84

Capital commitments
(in ₹ million)
Amount as
Sr.
Particulars at June 30,
No.
2024
1. Estimated amount of contracts remaining to be executed on capital account (net of advance) of the 20,335.20
group

Related party transactions

25
Summary of the related party transactions (post elimination) as per Ind AS 24-Related Party Disclosures, read
with the SEBI ICDR Regulations, derived from the Restated Consolidated Summary Statements, is set forth
below:

(in ₹ million)
Three Three
Year Year Year months months
Nature of Nature of ended ended ended period period
Name of Party
relationship Transaction March March March ended ended
31, 2022 31, 2023 31, 2024 June June 30,
30, 2023 2024
Mr. Hitesh Doshi Promoter Remuneration 20.03 20.59 20.03 5.01 24.71
Bonus - - 77.85 - -
Loan from Director 117.50 - - - -
Loan Repaid 117.50 - - - -
Interest expenses 1.90 - - - -
Purchase of 0.00 - - - -
Investment
Mr. Viren Doshi Promoter Remuneration 12.98 13.18 13.18 3.29 17.12
Bonus - - 54.30 - -
Reimbursement of - - 0.05 - -
Expense
Loan from Director 178.80 - - - -
Loan Repaid 178.80 - - - -
Interest expenses 3.57 - - - -
Mr. Hitesh Mehta Whole-time Remuneration 23.11 19.54 22.98 5.74 14.87
Director and Bonus - - 45.65 - -
Key Managerial ESOP - 233.39 592.80 7.18 -
Person
Mr. Mitul Mehta Independent Director’s sitting - 0.23 0.29 0.04 0.04
Director of fees
subsidiary
Ms. Anita Jaiswal Director of Director’s sitting - 0.42 - 0.06 0.10
subsidiary fees
Mr. Jayesh Shah Independent Director's sitting 0.40 0.85 1.14 0.32 0.13
Director fees
Mr. Rajender Independent Director's sitting 1.45 1.06 1.44 0.41 0.35
Malla Director fees
Ms. Richa Manoj Independent Director's sitting 0.30 1.05 1.20 0.25 0.35
Goyal Director fees
Mr. Sujit Kumar Independent Director's sitting 0.40 0.45 0.65 0.10 0.13
Varma Director fees
Nilesh Gandhi Independent Director Sitting - 0.31 - 0.03 0.07
Director of Fees
subsidiary
Mr. Rajesh Gaur Key Managerial Salary - - 2.07 0.34 0.45
Person
Mr. Kiran Jain Previous Key Salary 2.04 1.74 - - -
Managerial
Person
Mr. Abhishek Previous Key Salary 1.44 - - - -
Pareek Managerial
Person
Mr. Vivek Key Managerial Salary 9.36 17.76 13.87 4.44 -
Srivastava Person Bonus - - 0.37 - -
ESOP - 16.77 22.93 2.25 -
Mr. Amit Key Managerial Salary - - 3.18 - 9.54
Paithankar Person
Mr. Ankit Doshi Relative of Purchase of Land - 8.00 - - -
Promoter Loan Repaid - - 1.59 - -
Salary 1.96 - - - -
Mr. Pujan Doshi Relative of Salary - 2.40 2.60 0.60 0.60
Promoter Reimbursement of - - 0.90 - 0.49
Expense
Loan repaid - - 1.59 - -

26
 (in ₹ million)
Three Three
Year Year Year months months
Nature of Nature of ended ended ended period period
Name of Party
relationship Transaction March March March ended ended
31, 2022 31, 2023 31, 2024 June June 30,
30, 2023 2024
Ms. Rasila Doshi Relative of Rent expenses 7.79 10.17 10.16 2.14 2.14
Promoter Capital Advance - - - - 67.51
given
Reimbursement of 1.03 1.39 1.13 0.17 -
Expenses
Mr. Chimanlal Relative of Rent expenses 15.58 22.14 22.14 4.69 4.69
Doshi Promoter Capital Advance - - - - 136.47
given
Reimbursement of 2.15 2.95 2.32 0.38 -
Expenses
Ms. Chaitali Doshi Relative of Salary - 0.53 0.60 0.15 -
Promoter
Shalibhadra Promoter Group Reversal of 0.03 - - - -
Energies Private company provision for
Limited dimunition in
investment
SGP Industrial Promoter Group Loan Received 327.33 0.67 - - 5.00
Infrastructure company back
Private Limited Loan Taken 767.52 47.20 - - -
(formerly known as Loan Repaid - - 47.20 - -
Waaree Acquisition of Land 1,247.95 1,220.51 - - -
Renewables Capital Work in 332.78 - - - -
Private Limited) Progress (Building)
Acquisition of 558.44 791.22 - - -
Building
Capital Advance 1,891.71 1,713.47 301.84 171.00 100.00
given
Capital purchases - - 381.29 - 376.02
Interest expenses - - 0.43 - -
Interest Income 15.74 9.81 13.15 2.62 3.48
Advance 0.00 - - - -
for/Reimbursement
of Expense
Waa Cables Promoter Group Purchase - 2.02 - - -
Private Limited company
Waaree Promoter Group Sales - 1.69 9.96 0.67 7.12
Technologies company Purchases - - 0.12 - -
Limited
Waaree ESS Promoter Group Sales 2.14 1.94 - - -
Private Limited company Capital Purchases - 17.99 - - -
Purchases 2.35 0.02 - - -
Waa Motors And Promoter Group Capital Purchases - 0.23 0.74 0.53 -
Pumps Private company Purchases - - 0.35 - -
Limited Sales 30.02 16.31 20.37 3.20 2.72
Waaree PV Power Promoter Group Capital Purchases - 0.54 - - -
LLP entity Purchases 213.49 11.23 - - -
Sales 20.24 0.26 - - -
Waaree Surya Promoter Group Sales 0.27 - - - -
Power LLP entity
ITEC Measures Promoter Group Purchases 0.10 - 0.11 - 0.21
Pvt. Ltd company Capital Purchases 1.80 - 1.61 0.01 -
Jain Education and Entity related to Corporate Social 6.83 11.45 28.60 - -
Empowerment Promoter Responsibility
Trust (JEET) Expense
Dhari Solar Park Promoter Group Sale of Goods & - - 947.63 593.35 4.04
Private Limited company Services

27
 (in ₹ million)
Three Three
Year Year Year months months
Nature of Nature of ended ended ended period period
Name of Party
relationship Transaction March March March ended ended
31, 2022 31, 2023 31, 2024 June June 30,
30, 2023 2024
All India Solar Entity related to Donation - 0.10 1.76 0.10 1.60
Industries Promoter
Association
Jain International Entity related to Corporate Social - 0.86 8.80 - -
Trade Organisation Promoter Responsibility
Expense
Note: 0.00 indicates value less than ₹ 0.01 million.
*The above figures do not include provisions for gratuity, group mediclaim, group personal accident and compensated absences as the same
is determined at the group level and is not possible to determine for select individuals.

Summary of the related party transactions (eliminated transactions on consolidation), disclosed as per the SEBI
ICDR Regulations, derived from the Restated Consolidated Summary Statements, is set forth below:

Waaree Energies Limited

(in ₹ million)
As at As at As at As at As at
Name of Subsidiary Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Renewable Sales of Product (785.42) (1,318.46) (1,971.09) (463.77) (68.96)
Technologies Limited Dividend Income (5.65) (7.76) (15.51) - -
Acquisition of equity shares - 1,486.92 - - -
Purchase of O & M service 0.82 3.90 12.17 4.64 -
Interest Income (0.31) - (2.33) - (3.07)
Capital purchase 5.00 29.13 2.43 - -
Waasang Solar One Interest Income - (0.01) - - -
Private Limited
Investments - 400.00 - - -
Indosolar Limited Corporate guarantee income - - (7.71) - -
Capital purchase - - 1.54 - -
Interest Income - (9.97) (68.95) (10.50) (27.17)
Job work Charges - 0.38 - - 10.36
Waaree Green Sale of product - (55.37) (140.50) (17.93) 16.11
Aluminium Private Interest Income (6.20) - - - -
Limited (formerly known
as Blue Rays Solar
Private Limited)
Waaree Solar Americas Sale of product - (62.36) (352.01) (261.04) (123.98)
INC Interest Income - - (9.12) - (10.94)
Saswata Solar Private Interest Income (16.78) - - - -
Limited
Waaneep Solar Private Interest Income (0.01) - (0.02) (0.00) (0.01)
Limited*
Sangam Solar One Interest Income - - (4.02) - (7.77)
Private Limited
Waaree Energy Storage Interest Income - - (0.04) - (0.07)
Solutions Private
Limited (formerly known
as Sangam Solar Two
Private Limited)
Waaree Clean Energy Interest Income - - (0.38) - (0.62)
Solutions Private
Limited (formerly known
as Sangam Solar Three
Private Limited)
Waaree Forever Energies Interest Income - - (0.07) - (0.03)
Private Limited
(formerly known as
Sangam Solar Four
Private Limited)

28
Note: 0.00 indicates value less than ₹ 0.01 million.

Waaree Renewable Technologies Limited

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Purchase of product 785.42 1,318.46 1,971.09 463.77 68.96
Dividend paid 5.65 7.76 15.51 - -
Other equity - (1,397.40) - - -
Waaree Energies Limited Non-controlling Interest - (89.52) - - -
Sale of O and M service (0.82) (3.90) (14.61) (4.64) -
Sale of Product / services (5.00) (29.13) - - -
Interest Expenses 0.31 - 2.33 - 3.07

Waasang Solar One Private Limited

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses - 0.01 - - -

Indosolar Limited

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Interest Expenses - 9.97 68.95 10.50 27.17
Corporate guarantee - - 7.71 - -
expenses
Waaree Energies Limited Tooling charges* - - - - (10.36)
Sale of Product - (0.38) (1.54) - -
Share Capital - (400.00) - - -
* Tooling charges have been netted off against the pre-operative expenses as the sales related to the trial run phase.

Waaree Green Aluminium Private Limited (formerly Blue Rays Solar Private Limited)

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Purchase of Product - 55.37 140.50 17.93 (16.11)
Waaree Energies Limited
Interest Expenses 6.20 - - - -

Waaree Solar Americas INC

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Purchase of Product - 62.36 352.01 261.04 123.98
Waaree Energies Limited
Interest expenses - - 9.12 - 10.94

Saswata Solar Private Limited

(in ₹ million)

29
 As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses 16.78 - - - -

Waaneep Solar Private Limited

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses 0.01 - - 0.00 -
Note: 0.00 indicates value less than ₹ 0.01 million.

Waaneep Solar One Private Limited

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses - - (0.02) - 0.01

Sangam Solar One Private Limited

(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Interest Expenses - - 0.06 - -
Waaree Energies Limited Interest Expenses - - 3.95 - 7.77
Capitalised

Waaree Energy Storage Solutions Private Limited (formerly known as Sangam Solar Two Private Limited)
(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses - - 0.04 - 0.07

Waaree Clean Energy Solutions Private Limited (formerly Sangam Solar Three Private Limited)
(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses - - 0.38 - 0.62

Waaree Forever Energies Private Limited (Formerly Sangam Solar Four Private Limited)
(in ₹ million)
As at As at As at As at As at
Name of Party Nature of Transaction March March March June 30, June 30,
31, 2022 31, 2023 31, 2024 2023 2024
Waaree Energies Limited Interest Expenses - - 0.07 - 0.03

For further details, see “Related Party Transactions” at page 452.

Financing arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, directors
of our corporate Promoter, our Directors and their relatives have financed the purchase by any other person of
securities of our Company during a period of six months immediately preceding the date of filing of this Red
Herring Prospectus.

Weighted average price at which the Equity Shares were acquired by each of our Promoters and the Selling
Shareholders in the one year preceding the date of this Red Herring Prospectus

No Equity Shares have been acquired by our Promoters and the Selling Shareholders in the last one year
immediately preceding the date of this Red Herring Prospectus.

30
Average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders

The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders, as at the date of
this Red Herring Prospectus, is:

Number of Equity Shares Average cost of acquisition per

Name of Promoter / Selling Shareholder
held Equity Share (in ₹)*
Promoters
Waaree Sustainable Finance Private Limited# 57,117,331 3.77
Pankaj Chimanlal Doshi 24,604,384 Nil
Hitesh Chimanlal Doshi 14,104,082 4.03
Viren Chimanlal Doshi 10,954,007 2.14
Other Selling Shareholder
Chandurkar Investments Private Limited 450,000 225.00
* As certified by S G C O & Co LLP, Chartered Accountants, by way of their certificate dated October 14, 2024.
#
Also the Promoter Selling Shareholder.

Weighted average cost of all Equity Shares transacted in the three years, 18 months and one year preceding
the date of this Red Herring Prospectus

Range of acquisition
Weighted average cost Cap Price is ‘x’ times
price per Equity Share:
Period of acquisition per the weighted average
lowest price –highest
Equity (in ₹)* cost of acquisition^
price (in ₹)*
Last one year preceding the date of 746.28 [•] 550-2,100
this Red Herring Prospectus
Last 18 months preceding the date 626.71 [•] 550-2,100
of this Red Herring Prospectus
Last three years preceding the date 286.05 [•] 225-2,100
of this Red Herring Prospectus
Note: Please note that the details in the table above have been calculated for all the Equity Shares acquired by the Promoters, Promoter
Group and Selling Shareholders. Our Company does not have any Shareholders entitled with right to nominate directors or any other right.
* As certified by S G C O & Co LLP, Chartered Accountants, pursuant to their certificate dated October 14, 2024.
^ To be updated in the Prospectus.

Details of pre-IPO placement

Our Company has not undertaken a pre-IPO placement.

Issue of equity shares for consideration other than cash in the last one year

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the
date of this Red Herring Prospectus.

Split or consolidation of Equity Shares in the last one year

Our Company has not undertaken split or consolidation of its Equity Shares in the one year preceding the date of
this Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by the SEBI

Our Company has not applied for any exemption to SEBI from complying with any provisions of securities laws,
as on the date of this Red Herring Prospectus.

31
 SECTION III – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Potential investors should carefully consider all
the information in this Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks described below are not the only ones relevant to us or our
Equity Shares, the industry in which we operate or to India and other jurisdictions we operate in. Additional risks
and uncertainties, not currently known to us or that we currently do not deem material may also adversely affect
our business, results of operations, cash flows and financial condition. If any of the following risks, or other risks
that are not currently known or are not currently deemed material, actually occur, our business, results of
operations, cash flows and financial condition could be adversely affected, the price of our Equity Shares could
decline, and investors may lose all or part of their investment. In order to obtain a complete understanding of our
Company and our business, prospective investors should read this section in conjunction with “Our Business”,
“Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Restated Consolidated Summary Statements” on pages 226, 169, 454 and 321, respectively,
as well as the other financial and statistical information contained in this Red Herring Prospectus. In making an
investment decision, prospective investors must rely on their own examination of us and our business and the
terms of the Offer including the merits and risks involved.

Prospective investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal
and regulatory environment, which may differ in certain respects from that of other countries.

This Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could differ from those anticipated in these forward-looking
statements as a result of certain factors, including the considerations described below and elsewhere in this Red
Herring Prospectus. For further information, see “Forward-Looking Statements” on page 19.

Unless otherwise indicated or unless context requires otherwise, the financial information included herein is
based on our Restated Consolidated Summary Statements included in this Red Herring Prospectus. For further
information, see “Restated Consolidated Summary Statements” on page 321. Unless the context otherwise
requires, in this section, references to “we”, “us”, or “our” refers to Waaree Energies Limited on a consolidated
basis and references to “the Company” or “our Company” refers to Waaree Energies Limited on a standalone
basis.

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Solar power market in India” dated October, 2024 (the “CRISIL
Report”) prepared and issued by CRISIL Limited appointed on June 13, 2023, and exclusively commissioned and
paid for by us in connection with the Offer. A copy of the CRISIL Report is available on the website of our
Company at [Link] The data included herein includes excerpts from the CRISIL Report
and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information
(which may be relevant for the proposed issue), that has been left out or changed in any manner. Unless otherwise
indicated, financial, operational, industry and other related information derived from the CRISIL Report and
included herein with respect to any particular year refers to such information for the relevant calendar year.
Further, the reference to “segments” in this section based on CRISIL Report refers to end-use sectors and does
not constitute segment classification under Ind AS – 108. Also see, “Certain Conventions, Presentation of
Financial, Industry and Market Data and Currency of Presentation – Industry and Market Data” on page 17.

Internal Risk Factors

1. Our business is dependent on certain key customers and the loss of any of these customers or loss of
revenue from sales to any key customers could have a material adverse effect on our business, financial
condition, results of operations and cash flows.

We generate a significant portion of our revenue from, and are therefore dependent on, certain key customers
for a substantial portion of our business. The table below sets forth our revenue from our top 10 customers,
top five customers and our largest customer, as a percentage of our revenue from operations for the
year/period indicated:

32
 Fiscal 2022 Fiscal 2023 Fiscal 2024
Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Revenue from Revenue from Revenue from
million) million) million)
Operations (%) Operations (%) Operations (%)
Top 1 Customer 5,238.55 18.35% 10,768.32 15.95% 10,158.62 8.91%
Top 5 customers 9,595.29 33.62% 35,196.24 52.14% 45,748.34 40.13%
Top 10 12,210.59 42.78% 44,486.24 65.90% 64,719.27 56.77%
customers
Note: We do not have consent from any of our customers for inclusion of their names in this Red Herring Prospectus.

Three months ended June 30, 2023 Three months ended June 30, 2024
Particulars Amount (₹ Percentage of Revenue Percentage of Revenue
Amount (₹ million)
million) from Operations (%) from Operations (%)
Top 1 Customer 6,965.90 20.93% 6,214.86 18.23%
Top 5 customers 19,060.75 57.27% 16,554.78 48.56%
Top 10 customers 25,332.39 76.11% 19,910.68 58.41%
Note: We do not have consent from any of our customers for inclusion of their names in this Red Herring Prospectus.

Under the terms of our agreements with certain of our key customers, our customers have the option to
terminate such contract with cause or without cause at relatively short notice with a payment of termination
fees. If we fail to meet our contractual obligations in a timely manner, or at all, our customers may be entitled
to liquidated damages, may terminate the contract with no further liability or obligation to us, or invoke
corporate guarantee provided by us. Certain contracts may also be terminated in case of a change in control
or sale of assets occurs without written consent of our customers. In the event such risks eventuate, our
business, financial condition, results of operations and cash flows could be materially adversely affected.
As of March 31, 2022, 2023 and 2024 and as of June 30, 2023 and June 30, 2024, the total numbers of
customers served by us in India were 716, 566, 836, 373 and 1,067. We have witnessed a decline in the
number of our customers between Fiscal 2022 and Fiscal 2023 on account of increase in the ticket size of
customer orders and on account of focusing on larger projects wherein the order value is high.

While we continue to invest and focus on the Indian market, we have also focused on increasing our export
sales which resulted in an increase in Export Sales from ₹ 6,578.22 million representing 23.05% of our
revenue from operations in Fiscal 2022 to ₹ 46,165.39 million representing 68.38% of our revenue from
operations in Fiscal 2023, which further increased to ₹ 65,690.96 million representing 57.64% of our revenue
from operations in Fiscal 2024 and was ₹ 24,412.07 million and ₹ 13,400.94 million, respectively, for the
three months ended June 30, 2023 and June 30, 2024, representing 73.35% and 39.31%, respectively, of our
revenue from operations for the three months ended June 30, 2023 and June 30, 2024. Module exports
experienced a significant uptick in Fiscal 2024 reaching a record high of 6,077 MW, up 87% year-on-year
due to higher prices in the international market – export price of domestic modules ranged from USD 0.29-
0.37 per Wp, a significant premium over domestic prices. (Source: CRISIL Report, page 173) Further, on
February 4, 2022, the Biden administration extended the Section 201 tariffs imposed on the import of solar
modules from China for four years. (Source: CRISIL Report, page 173) On account of such policy measures,
we witnessed a substantial increase in our Export Sales. If we are unable to maintain our Export Sales to our
customers outside India, our revenue from operations, financial condition and cash flows may be adversely
impacted.

Further, certain of our agreements also stipulate the right to issue minimum order quantity, payment at
reduced rates if goods/ products supplied are not according to specifications, the right to procure the materials
from any other source if such materials are not of acceptable quality and the cost and difference in cost to be
borne by us, and the right to inspect the facilities where the products are manufactured or test the sample
products (including independent laboratory tests) and the failure to accommodate and clear such inspections
and tests may result in additional costs to be borne by us. In addition, there are also most favoured customer
clauses in certain agreements in the United States where deliveries are yet to be commenced, whereby if any
other customer situated in the United States obtains aggregate beneficial pricing with respect to the same
products under similar circumstances sold to the certain customer with most favoured customer clause then
in such instances we have to provide products to that customer at such favourable terms. This may impact
our pricing and our revenue from operations.

Since we are dependent on some of our key customers for a substantial portion of our business, the loss of

33
 any one of such key customers or a substantial reduction in demand from such key customers could have a
material adverse effect on our business, results of operations and financial condition. In addition, as we
generally have short to medium term arrangements for supply of our products to customers and our
franchisees, there can be no assurance that our significant customers in the past will continue to place similar
orders with us in the future. If we are unable to manage our relationship with our international customers, our
financial results could be adversely affected, which may impact profit margins or make it increasingly
difficult for us to conduct business in foreign markets. We intend to continue to expand our customer base
within international markets we currently export our products to, as well as in additional international
markets.

We cannot assure you that we will be able to maintain historic levels of business from our significant
customers, or that we will be able to significantly reduce customer concentration in the future, all of which
could have an impact on our business prospects and financial performance.

2. Our customer agreements include terms relating to liquidated damages and we have paid liquidated
damages and other related claims in Fiscal 2023 and Fiscal 2024 and the three months ended June 30,
2023 and June 30, 2024. In the event we are unable to reduce such liquidated damages and other related
claims our business, financial condition, results of operations and cash flows may be adversely impacted.

Certain of our key customer agreements include terms relating to liquidated damages and/ or idling charges
per module per month, for any delay in delivery of modules, typically capped at a specified amount. In the
event that we notify such customer of a delay in manufacturing of a shipment beyond a certain period of the
guaranteed delivery date, such customer is entitled to cancel such shipment without liability to pay for such
shipment. In the event of suspension or termination of the agreement between our customer and its end
customers, our customer may also require us to cease production for delivery under such agreement. These
agreements also involve:

• advance bank guarantees, typically 10% of the contract price, valid for a specified period; and
• a contract performance corporate guarantee, typically ranging between 5% to 20% of the basic order
value, is also required to be furnished which is typically required to be valid for a period of up to six
months subsequent to date of receipt of the last consignment.

In the event of breach of warranties, we are required to indemnify and reimburse the direct loss and damage
to the customer. Such agreements can also be typically terminated in event of any default on our part with
respect to the terms of such agreement. Certain of our agreements stipulate that we may not terminate such
agreement without the express consent of such customer. In addition, in case of an inability on our part to
obtain appropriate regulatory approvals including ALMM approvals within a specified period, the customer
is entitled to terminate such agreement or reduce the contracted capacity under such agreement. The table
below sets forth certain details in relation to variable consideration for liquidated damages and other related
claims netted off against revenue for the year/period indicated:

For the three For the three

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 months ended months ended
June 30, 2023 June 30, 2024
Revenue from operations includes - 861.72 1,724.27 2,092.43 (219.59)
provision/ (reversal) towards
variable consideration for
liquidated damages and other
related claims (₹ million)
Number of customer to whom - 3 8 8 6
liquidated damages and other
related claims are incurred
Revenue from operations includes - 860.92 - 1,133.37 -
provision towards variable
consideration for liquidated
damages and other related claims
towards top 5 customers (₹
million)
Revenue from operations includes - 2.45% 0.00% 5.95% 0.00%
provision towards variable
consideration for liquidated
damages and other related claims

34
 For the three For the three
Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 months ended months ended
June 30, 2023 June 30, 2024
are incurred towards top 5
customers as a percentage of
revenue from operations generated
from top 5 customers
Revenue from operations includes - 861.72 7,666.58 1,243.95 -
provision towards variable
consideration for liquidated
damages and other related claims
are incurred towards top 10
customers (₹ million)
Revenue from operations includes - 1.94% 6.70% 4.91% -
provision towards variable
consideration for liquidated
damages and other related claims
incurred towards top 10 customers
as a percentage of revenue from
operations generated from top 10
customers

These liquidated damages and other related claims were primarily levied on us on account of delays in
completing the delivery of our solar PV modules to our customers on time and other related claims in relation
to the solar PV modules sold. As a result of a significant increase in our sale of solar power products in Fiscal
2023 and Fiscal 2024 and three months ended June 30, 2023 and June 30, 2024, there has been an increase in
provisions towards variable consideration for liquidated damages and other related claims for Fiscal 2023
Fiscal 2024 and three months ended June 30, 2023 and June 30, 2024, paid to customers on account of delay
in the deliveries and other discrepancies such as difference in module specifications as per contractual terms
during such year/period. We cannot assure you that going forward, we will be able to reduce such liquidated
damages and other related claims or that these liquidated damages and other related claims will not increase,
which may have an adverse impact on our business, revenue from operations and cash flows.

3. Our export sales make our operations subject to risks and uncertainties of various international markets,
in particular the United States. Further, our revenue from operations is significantly dependent on export
sales and there is no assurance that we may be able to continue our export sales going forward.

We export our products to various international markets. Our largest export jurisdiction for Fiscal 2022, 2023
and 2024 and three months ended June 30, 2023 and June 30, 2024 was the United States of America.

The table below sets forth our total Export Sales, and in our largest and top 5 jurisdictions as a percentage of
our revenue from operations for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of
Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹ Revenue from
Revenue from Revenue from
million) million) million) Operations
Operations (%) Operations (%)
(%)
Export Sales 6,578.22 23.05% 46,165.39 68.38% 65,690.96 57.64%
Export Sales to 6,466.37 22.66% 45,549.99 67.47% 65,431.16 57.14%
largest jurisdiction,
i.e., USA
Export Sales to top 6,553.68 22.96% 45,620.93 67.58% 65,467.53 57.45%
five jurisdictions(1)
(1) Top five jurisdictions for Fiscal 2022, were USA, Turkey, Yemen, Italy and Bahrain; and for Fiscal 2023 were USA, Philippines,
Canada, Uganda and Yemen and for Fiscal 2024 were USA, Yemen, Philippines, Italy and Japan.

For the three months ended June 30, For the three months ended June 30,
2023 2024
Particulars Percentage of Percentage of
Amount (₹ Amount (₹
Revenue from Revenue from
million) million)
Operations (%) Operations (%)
Export Sales 24,412.07 73.35% 13,400.94 39.31%

35
Export Sales to largest 21,863.25 65.69% 13,400.94 39.31%
jurisdiction, i.e., USA
Export Sales to top five 24,412.07 73.35% 13,400.94 39.31%
jurisdictions(1)
(1) During the three months ended June 30, 2023, we made export sales to four countries - USA, Philippines, Yemen and Japan; and
during three months ended June 30, 2024, we made export sales to USA.

The table below sets forth our Export Sales in our largest and top 5 jurisdictions, as a percentage of our total
Export Sales for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Export Sales Export Sales Export Sales
million) million) million)
(%) (%) (%)
Export Sales to 6,466.37 98.30% 45,549.99 98.67% 65,431.16 99.60%
largest jurisdiction,
i.e., USA
Export Sales to top 6,553.68 99.63% 45,620.93 98.82% 65,467.53 99.60%
five jurisdictions(1)
(1) Top five jurisdictions for Fiscal 2022, were USA, Turkey, Yemen, Italy and Bahrain; and for Fiscal 2023 were USA, Philippines,
Canada, Uganda and Yemen and for Fiscal 2024 were USA, Yemen, Philippines, Italy and Japan.

For the three months ended June 30, 2023 For the three months ended June 30, 2024
Particulars Amount (₹ Percentage of Export Amount (₹ Percentage of Export
million) Sales (%) million) Sales (%)
Export Sales to largest 21,863.25 89.56% 13,400.94 100.00%
jurisdiction, i.e., USA
Export Sales to top five 24,412.07 100.00% 13,400.94 100.00%
jurisdictions(1)
(1) During the three months ended June 30, 2023, we made export sales to four countries - USA, Philippines, Yemen and Japan; and
during three months ended June 30, 2024, we made export sales to USA.

Further, the international markets in which we sell our products are diverse, with varying levels of economic
and infrastructure development, adoption of renewable energy sources, distinct legal and regulatory systems,
and do not operate seamlessly across borders as a single or common market. We may therefore be subject to
risks inherent in doing business in markets outside India, including risks related to:

• respective legal and regulatory environment; complex local tax regimes;

• payments by international customers; security issues;
• unexpected changes in regulatory environment and enforcement;
• challenges caused by distance, language and cultural differences;
• ensuring timely supply of products and provision of related support to customers in such markets;
• costs associated with doing business in multiple markets;
• fluctuations in currency exchange rates;
• difficulties in implementing hedging measures;
• political, social or economic instability;
• difficulties in managing exports to multiple international locations and their market conditions;
• changes in solar industry practices or trends; and
• exposure to local banking, currency control and other financial related risks.

As part of our exports into the United States, we are also subject to various requirements including adherence
to the provisions of the Uyghur Forced Labour Prevention Act pursuant to which exporters are required to
furnish evidence that the goods they export were produced without the use of forced labour failing which
such goods may be prevented from entering into the United States. We cannot assure that goods shipped by
us to the United States will not be subject to similar scrutiny.

We may have limited or no experience in marketing and managing exports of our products to new
international markets, which may require considerable management attention and resources for managing our
growing business in such markets. Any failure to maintain our existing sales or expansion in international
markets will have an adverse impact on our results of operations and financial condition.

36
4. We intend to utilise a major portion of the Net Proceeds for funding our capital expenditure requirements.
This includes part financing the cost of establishing the proposed fully integrated 6 GW facility by way of
an investment in our wholly owned subsidiary Sangam Solar One Private Limited which may be subject to
the risk of unanticipated delays in implementation, cost overruns and other risks and uncertainties.

We have extensive experience in the manufacturing of solar PV modules with four out of five of our current
operational manufacturing facilities located in the state of Gujarat. In Fiscal 2023, our Company has
commissioned a 3 GW solar module facility in the Chikhli, Gujarat, India. For further details of past capital
expenditure undertaken by our Company towards establishment of solar module facilities, see “Our Business
- Comparative cost of solar module facilities executed in the past” on page 236. However, we have no
experience in manufacturing solar cells and we intend to expand into manufacturing of ingot-wafers, solar
cells and modules by setting up a 6 GW capacity ingot-wafers, solar cells and modules manufacturing facility
at Odisha (“Project”).

The total estimated cost of setting up the Project is ₹ 90,499.59 million for which we propose to deploy a sum
of ₹ 27,750.00 million from the Net Proceeds, by way of an investment in our wholly owned subsidiary
Sangam Solar One Private Limited, through equity or debt instruments or a combination of both as may be
mutually decided between our Company and the Project Company, in accordance with applicable law, to part
finance the cost of establishing a fully integrated 6 GW capacity ingot-wafers, solar cells and modules
manufacturing facility. Our Company will remain interested in the Project Company to the extent of our
shareholding, or as a lender if funds are deployed in the form of debt.

We cannot assure you that we will be able to complete the construction of the Project within the expected
estimated cost and on time which may result into cost escalations and time overruns. Further, our shift towards
backward integrations in our manufacturing processes for solar modules, encompassing the in-house
manufacture of ingot-wafers, and solar cells may involve inherent risks as this involves transition from our
existing sourcing of these materials from external suppliers. These risks include potential challenges in the
synchronization of the manufacturing processes, uncertainties related to the efficiency and reliability of the
in-house production, and market fluctuations impacting the demand for the integrated solar modules.
Furthermore, we may encounter operational complexities and potential disruptions in the supply chain,
leading to production delays or cost overruns.

In relation to the Project, we have been allotted land on a long-term leasehold basis by the Odisha Industrial
Infrastructure Development Corporation (“IDCO”). We have made full payments for such land and have
entered into a lease agreement dated June 24, 2024 with IDCO (“Lease Agreement”). For details, see
“Objects of the Offer” on page 138. The Lease Agreement, inter alia, requires commencement of construction
within a period of six months and commercial production within a period of five years, from the date of
possession. In the event we are unable to comply with any or all of such terms and conditions of the Lease
Agreement, we may be subjected to certain penalties by IDCO. Pursuant to the terms of Lease Agreement,
upon certification of an authorised officer of IDCO on completion of the factory building and commencement
of commercial production within a period of five years from the date of possession, our Company and IDCO
will execute the relevant documentation for the lease of the land and factory building for the balance lease
period aggregating to 76 years. Further, our Company has made an application to IDCO dated September 23,
2024 seeking IDCO’s consent to sublease the said land to the Project Company. Upon receipt of the consent
our Company shall execute a sublease arrangement with the Project Company.

Further, the Project includes undertaking civil works and acquiring plant and machinery. While we are yet to
place any orders for undertaking such civil work and supply of plant and machinery in relation to the Project,
we have issued certain purchase orders for engineering design and management consultancy services for
which, as on August 31, 2024, our Company has deployed an amount aggregating to ₹1,385.80 million from
its internal accruals and the Project Company has deployed an amount aggregating to ₹80.90 million from an
inter-corporate deposit received from our Company. We have estimated the requirement of the civil work,
plant and machinery and other ancillary expenses for the Project based on quotations received from third
party vendors and as certified by Oriens Advisors LLP, an independent advisory firm of engineers, pursuant
to their report dated October 7, 2024. We cannot assure you that we would be able to acquire the plant and
machinery required for the proposed Project at the prices as quoted/ estimated to us by the vendors. Any delay
in acquisition of the plant and/ or machinery required for the proposed Project could lead to time and cost
overruns and may have a material adverse effect on our business, results of operations and financial condition.
The completion of the proposed 6 GW capacity ingot-wafers, solar cells and modules manufacturing facility
is also dependent on the performance of external agencies which are responsible for inter alia undertaking

37
 civil work, installation and commissioning of machinery and supply and testing of equipment. If the
performance of these agencies is inadequate, it may result in incremental cost and time overruns which could
adversely affect our business and results of operations. There can be no assurance that we will be able to
complete the proposed Project or start the commercial production in accordance with the proposed schedule
of implementation and any delay could have an adverse impact on our growth, prospects, cash flows and
financial condition.

The proposed 6 GW capacity ingot-wafers, solar cells and modules manufacturing facility will also require
us to obtain various approvals including environmental clearance, consent to establish and consent to operate,
license to work a factory and fire NoC. For further details including the status of such approvals, see “Objects
of the Offer – Government Approvals” on page 144. Further, in the event of any unanticipated delay in receipt
of such approvals, the proposed schedule of implementation and deployment of the Net Proceeds may be
extended or may vary accordingly. Expanding our current operations can be risky and expensive, and we
cannot assure you that we may be successful in meeting the desired cost-efficiencies and any consequent
growth in our business. Our inability to procure such approvals or machinery and equipment at acceptable
prices or in a timely manner, may result in an increase in capital expenditure and/ or in the extension of the
proposed schedule implementation and deployment of Net Proceeds.

5. The proposed Project is dependent on various government subsidies. In the event such subsidies do not
materialize or the state or central government does not approve the entire subsidy amount, we may have to
raise additional working capital, which may materially impact our cash flows, financial condition and
results of operations.

For the Project, we have been awarded with an outlay of ₹ 19,232.40 million under the Scheme Guidelines
for Implementation of the Production Linked Incentive Scheme (Tranche II) under National Programme on
High Efficiency Solar PV Modules (“PLI Scheme”) awarded by the GoI to enhance our backward integration
capabilities. The award under the PLI Scheme is subject to certain terms and conditions such as completion
of the facility in a timely manner with the scheduled commissioning date for commissioning of full
manufacturing facility by April 18, 2025. However, the Project is expected to be completed by Fiscal 2027.
While we have applied for an extension in the scheduled commissioning by an additional 24 months with
Solar Energy Corporation of India Limited, however, we cannot assure you that any extension or full
extension will be given by the relevant authority. In the event there is a delay in the commissioning of the
facility, it may attract a reduction of the PLI period from the maximum timelines. Further, in case we fail to
meet the target capacity or minimum module performance, we may not receive the incentive under the PLI
Scheme till the time we overcome the deficiency.

Further, we are also eligible for various incentives provided by the Odisha government such as capital
investment subsidy, stamp duty exemption, employment subsidy, power tariff reimbursement, electric duty
exemption, state GST exemption, and land subsidy. However, the amount of incentives under the schemes
are tentative and are subject to actual investment amounts, energy requirements, quantum and nature of
employment.

Our reliance on government subsidies for the development introduces a dependency on external factors, and
any adverse changes in subsidy availability or approval may impact the anticipated financial outcomes of the
project.

6. Our ability to grow our Retail Sales particularly, commercial and industrial, and residential business
verticals, depends on the success of our relationship with our franchisees and an inability to maintain or
further expand our retail network, could negatively affect our business, cash flows and results of
operations.

Our ability to grow our Retail Sales, particularly the commercial and industrial, and residential business
verticals depends on our relationship with our franchisees, and our ability to further grow our retail network.

The table below provides details of our Retail Sales for Fiscal 2022, 2023 and 2024:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
revenue from revenue from revenue from
million) million) million)
operations (%) operations (%) operations (%)

38
Retail Sales 5,825.23 20.41% 6,724.90 9.96% 11,570.82 10.15%

The table below provides details of our Retail Sales for the three months ended June 30, 2023 and June 30, 2024:

Three months ended June 30, 2023 Three months ended June 30, 2024
Percentage of Percentage of
Particulars Amount (₹ Amount (₹
revenue from revenue from
million) million)
operations (%) operations (%)
Retail Sales 1,975.40 5.94% 6,972.80 20.45%

As of March 31, 2022, 2023 and 2024 and as of June 30, 2023 and June 30, 2024, our retail network consisted
of 373, 253, 335, 284 and 369 franchisees across India, respectively.

The table below sets forth our Retail Sales from top five franchisees, as a percentage of our total Retail Sales
for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Total Retail Total Retail Total Retail
million) million) million)
Sales (%) Sales (%) Sales (%)
Retail Sales from Top 1,364.71 23.43% 1,587.55 23.61% 2,433.29 21.03%
Five Franchisees

For the three months ended June 30, 2023 For the three months ended June 30, 2024
Particulars Amount (₹ Percentage of Total Amount (₹ Percentage of Total
million) Retail Sales (%) million) Retail Sales (%)
Retail Sales from Top Five 342.92 17.36% 1,454.23 20.86%
Franchisees

Further, our arrangements with franchisees are typically for a period of three years and renewed periodically,
during which period they exclusively deal with our products, and are not permitted, directly or indirectly, to
sell any other product similar to the products and/ or services within the designated territory. Our franchisees
operate as end-to-end product and service providers for the rooftop and MSME business verticals, deal only
with products authorised by us, and are authorised to sell our products under our brand name, to increase the
visibility and reach of our products through direct customer interaction and local / regional distribution
capabilities of such franchisees. For more information, see “Our Business – Our Business Operations –
Distribution, Sales and Customers – Retail Sales (comprising franchisee sales)” on page 255.

There can be no assurance that our franchisees will renew their agreements with us on current or similar
terms, or at all. While we negotiate product prices and payment terms with our franchisees, and we receive
advance payment for purchase orders from franchisees, in the event our franchisees alter their requirements,
it could have a material adverse effect on our franchisee sales. Termination of any of the above mentioned
arrangements or frequent cancellation of purchase orders could have a material adverse effect on our business,
financial condition, results of operations, and cash flows.

Further, in the event our franchisees experience any delays in placing orders with us, do not effectively market
our products, or if they terminate the franchisee agreements or otherwise discontinue working with us, it
could have an adverse effect on our strategy to grow this business vertical which can affect our Retail Sales
that can have a material impact on our business, results of operations and cash flows.

7. We, through our Subsidiary, Waaree Solar Americas Inc., are in the process of expanding our
manufacturing operations in the United States. The proposed facility is to be funded through our internal
accruals as well financing agreements with lenders, which are yet to be finalized. Any failure to properly
implement our manufacturing operations may have an adverse impact on our business, financial
condition, and cash flows.

Our Subsidiary, Waaree Solar Americas Inc. is in the process of expanding our manufacturing operations by
establishing a new up to 3 GW manufacturing facility in the United States. Our Board of Directors pursuant
to the resolution passed at their meeting held on December 22, 2023 approved such expansion in the United
States. Given that our manufacturing operations are currently based in India, venturing into the United States

39
 provides different set of challenges such as regulatory approvals, supply chain disruptions, and other
unforeseen circumstances which may result into cost escalation from regulatory compliance, construction
challenges, or market fluctuations. We estimate that the cost of such proposed capacity expansion in the
United States would be approximately USD 70 million. Further, the proposed facility is to be funded through
our internal accruals as well financing agreements with lenders, which are yet to be finalized. As of June 30,
2024, we incurred ₹ 412.88 million towards setting up our facility in the United States from internal accruals.
The facility is expected to be operational by the end of Fiscal 2025. We have entered into a five year binding
agreement with a customer (whose consent we do not have for inclusion of its name in this Red Herring
Prospectus) for the supply of 3.75 GW of solar modules for a period of five years from the commissioning of
the facility, currently estimated during Fiscal 2025. Under our agreement, in the event we enter into a contract
with another customer at a favourable price, then in such event, the price at which we provide our products
to the existing customers have to be at the same price.

While we intend to use raw materials from South-East Asian countries as well as in-house, we cannot assure
you that no additional tariffs will be placed on such arrangement. For example, in December 2022, the US
Department of Commerce determined that some solar cell manufacturers in South-East Asian countries using
input materials from China are evading US anti-dumping and anti-subsidy duties related to solar battery
products originating from China. (Source: CRISIL Report, page 74) As a result, anti-circumvention duty as
high as 254% could be imposed on solar cells imported from the South-East Asian countries. (Source: CRISIL
Report, page 74) Any such duties may adversely impact our business and cash flows and attract regulatory
scrutiny in the United States.

Further, while the estimated cost of the proposed manufacturing facility includes plan for further expanding
the installed capacity to 5 GW of solar module manufacturing and we also intend to add 5 GW of solar cell
manufacturing in the United States in future, however, we cannot assure you that we will be successful in
adding additional capacity which may impact our business and results of operations.

In addition, while the United States Inflation Reduction Act provides tax credits and financial incentives to
manufacturers, we cannot assure you that such benefits will continue and not be withdrawn once we
commence production at the US facility.

8. We import a portion of our raw material supply from China. Restrictions on or import duties relating to
materials and equipment imported for our manufacturing operations as well as restrictions on or import
duties levied on our products in our export markets may adversely affect our business prospects, financial
performance and cash flows.

A significant part of our materials used in the production of our modules, particularly solar cells, is imported
from China and other South East Asian jurisdictions. Any restrictions, either from the GoI or any state or
provincial government or governmental authority, or from restrictions imposed by any other applicable
authorised bilateral or multilateral organisations, on such imports from China and other jurisdictions in which
our principal suppliers are located, may adversely affect our business, results of operations and prospects.

The table below sets forth our cost of imported materials, as a percentage of our total purchases for the year
indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Total Total Total
million) million) million)
Purchases (%) Purchases (%) Purchases (%)
Cost of Imported 21,400.10 85.88% 67,942.97 92.80% 78,073.90 90.41%
Materials

We source raw materials from a number of international suppliers as well as from vendors in India. The table
below sets forth our cost of imported materials, as a percentage of our total purchases for the periods indicated:

Three months ended June 30, 2023 Three months ended June 30, 2024
Particulars Percentage of Total Percentage of Total
Amount (₹ million) Amount (₹ million)
Purchases (%) Purchases (%)
Cost of Imported 21,020.59 95.24% 25,413.44 98.09%
Materials

40
 The table below sets forth our cost of imported materials from China and top three jurisdictions (including
China) as a percentage of our total cost of materials imported for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Total Cost of Amount (₹ Total Cost of Amount (₹ Total Cost of
million) Materials million) Materials million) Materials
Imported (%) Imported (%) Imported (%)
Cost of Imported 17,170.28 80.23% 23,412.91 34.46% 42,225.22 54.08%
Materials from China
Cost of Imported 20,689.34 96.68% 57,469.45 84.58% 68,600.31 87.87%
Materials from Top
Three Import
Jurisdictions(1)
(1) Top three import jurisdictions include China, Taiwan and Vietnam for Fiscal 2022; China, Thailand and Malaysia for Fiscal 2023
and China, Malaysia and Thailand for Fiscal 2024 and China, Vietnam and Thailand respectively, for the three months ended
June 30, 2024.

For the three months ended June 30, 2023 For the three months ended June 30, 2024
Amount (₹ Percentage of Total Amount (₹ Percentage of Total
Particulars
million) Cost of Materials million) Cost of Materials
Imported (%) Imported (%)
Cost of Imported Materials 9,156.85 43.56%
21,576.27 84.90%
from China
Cost of Imported Materials 19,959.04 94.95%
from Top Three Import 25,388.21 99.90%
Jurisdictions(1)
(2) Top three import jurisdictions include China, Taiwan and Vietnam for Fiscal 2022; China, Thailand and Malaysia for Fiscal 2023
and China, Malaysia and Thailand for Fiscal 2024 and China, Vietnam and Thailand respectively, for the three months ended
June 30, 2024.

The GoI had introduced the safeguard duty in July 2018 on import of solar cells which was applicable until
July 2021, which has been replaced with significantly higher basic customs duty of 25% on solar cells with
effect from April 1, 2022. The imposition of such high basic customs duty on imported solar cells has
impacted our cost of materials. In addition, the GoI may impose additional duties on the equipment that we
will need to import for implementation of our proposed expansion, upgradation and backward integration
plans, including adding 6 GW capacity of ingot-wafers, solar cells and modules manufacturing facility and
backward integration into 5.4 GW of solar cell capacity. Similarly, the products we manufacture and export
could be subject to additional duties.

Such restrictions on or import duties relating to solar cells and other materials used in module manufacturing
or on any equipment required to be imported for our proposed capacity expansion and technology upgradation
plans may adversely impact our results of operations and business prospects.

9. We bid for solar projects for power supply with state power generation companies and for EPC and O&M
projects through a competitive bidding process that expose us to risks, the occurrence of which may delay
or prevent completion of such projects and may lead to unforeseen increases in costs and could adversely
impact our business, financial condition, cash flows, and results of operations.

We bid for certain solar projects from time to time, which exposes us to certain risks. In such projects, we are
generally exposed to execution risks that could be caused by various factors, including delay in obtaining
approvals, delays in execution, cost overruns amongst others in relation to our capacity expansion. This may
result in levy of damages and may also result in revenue losses. In particular, large size solar power projects
typically involve longer execution periods to deliver and complete. The time and costs required to complete
such projects may increase on account of factors such as price escalation, funding constraints, shortage of
materials, equipment, technical constraints, adverse weather conditions, natural disasters, labour disputes,
disputes with contractors, accidents, changes in government priorities and policies, changes in market
conditions, interest rates, delays in obtaining requisite approvals from the relevant authorities or other
unforeseeable circumstances. Any of these factors may delay or prevent completion of such projects and may
lead to unforeseen increases in costs and could adversely impact business, financial condition and results of
operations.

41
 We have entered into a number of power supply agreements with state power generation companies to be
performed by our Subsidiaries. As of June 30, 2024, we had 46 active power purchase agreements. Pursuant
to such agreements we are required to operate the project for a specified period (typically 25 years) from the
commercial operation date, subsequent to which the ownership of the project is required to be transferred in
operational condition. Under these arrangements, we are required to sell all available capacity from identified
solar PV grid-interactive power plants to the extent of contracted capacity on first priority basis to the
purchaser, and not to any third party. Financial closure is required to be arranged within a specified period
(typically 12 months) from date of handing over of the project land, failing which our performance bank
guarantee may be invoked. We are not permitted to inject power three months prior to scheduled commercial
operation date from the project/unit without the consent of the purchaser. In the event that generation exceeds
certain levels relative to the capacity utilisation factor specified, we are then permitted to sell excess power
generated to third parties, provided that the purchaser is entitled to a right of first refusal at a certain
percentage of the tariff rate. In addition, a change in controlling shareholding of our Subsidiaries will result
in an event of default, which could result in us being liable to pay damages as well as termination of such
agreement. Inability to operate such projects or otherwise termination of such agreements as a result of our
default or other factors beyond our control could adversely impact of business, financial condition and results
of operations.

Further, we bid for both EPC and O&M projects through a competitive bidding process, where projects are
awarded following competitive bidding processes and satisfaction of prescribed qualification criteria such as
past experience in handling projects. The table below provides details of the total numbers of bids in which
we participated and won in the relevant periods as set forth below:

For the three For the three

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 months ended months ended
June 30, 2023 June 30, 2024
Bids Participated 34 14 20 2 5
Bids Won - 3 4 1 -
Percentage of Bids 0.00% 21.43% 20.00% 50.00% 0.00%
Won

During Fiscal 2022, we did not win any bids from the bids that we participated in on account of various
reasons such as not meeting the requisite qualification criteria. Further, while there have been no cost
escalations, for almost all of our projects that we have won, however, for the Project, at the time of submitting
application for the PLI Scheme, the total cost was estimated to be ₹ 77,770.00 million. However, on account
of various reasons such as changes in technological aspects of the project, automation of certain aspects of
project or natural cost escalations resulted in an increase in the total project cost to ₹ 90,499.59 million. For
further information, see “ - We intend to utilise a major portion of the Net Proceeds for funding our capital
expenditure requirements. This includes part financing the cost of establishing the proposed fully integrated
6 GW facility by way of an investment in our wholly owned subsidiary Sangam Solar One Private Limited
which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks and
uncertainties.” and “Objects of the Offer” on pages 37 and 138, respectively.

Projects awarded to us may be subject to litigation by unsuccessful bidders, which may result in delay in
award of the projects and/or notification of appointed dates, for the bids where we have been successful,
which may result in us having to retain unallocated resources and as a result, it would adversely affect our
results of operations and financial condition. Further, we may be required to incur substantial expenditure,
time and resources in defending such litigation. While there have been no such litigation, or invocation of
performance guarantee for any of our projects in the last three Fiscals and three months ended June 30, 2024,
however, we cannot assure you that no such instances will happen in future, which could have a material
adverse effect on our business, revenue from operations and cash flows going forward.

10. Growing our business through acquisitions or joint ventures may subject us to additional risks that may
adversely affect our business, financial condition, cash flows, results of operations and prospects.

We have grown our business in the past through acquisitions and we may going forward expand our business
through strategic acquisitions of or joint ventures with other entities. The table below provides details of the
acquisition by us in the last three Fiscals and the three months ended June 30, 2024:

S. No. Acquisition / Divestment Transaction effective date Shareholding Acquired/ divested

1. Waaree Power Private Limited May 5, 2022 26% shares transferred from Azure

42
 S. No. Acquisition / Divestment Transaction effective date Shareholding Acquired/ divested
Power to WEL
2. Indosolar Limited Resolution plan effective from 96.15%
April 21, 2022 with shares
allotted on July 8, 2022

In addition, we have also entered into a term sheet dated July 26, 2024 with Dhari Solar Park Private Limited,
our Group Company for the acquisition of a 36 MWp solar power project (yet to be commissioned), pursuant
to a business transfer. For further information, see “Our Business – Business Strategies - Continue to scale
our operations through organic and inorganic expansion opportunities” on page 239.

We have acquired 96.15% of the equity share capital of Indosolar Limited, a company engaged in the
manufacture of solar cells and modules, whose shares got listed on the Stock Exchanges on September 29,
2010, pursuant to an order dated April 21, 2022 (“Effective Date”) passed by NCLT Delhi approving a
resolution plan submitted by our Company (“NCLT Order”). In terms of the resolution plan, except to the
extent of payments to be made to the operational creditors and other creditors mentioned in the resolution
plan, our Company and Indosolar Limited would have no liability towards any operational creditors and any
other creditors with respect to any claims, disclosed or un-disclosed and/or in India or anywhere outside India
for the period prior to the Effective Date or even accruing after the Effective Date, but arising out of matters
or actions arising prior to the Effective Date. Further, all pending litigation relating to any period prior to the
Effective Date, shall stand extinguished and no person shall have any further rights or claims against Indosolar
Limited or the new management. Furthermore, contractual claims and liabilities pertaining to a period prior
to the Effective Date or even accruing after the Effective Date, but arising out of matters or actions arising
prior to Effective Date, shall be deemed to be cancelled as on the Effective Date. In addition, in accordance
with the Indosolar Limited resolution plan the total consideration for the acquisition was ₹1,897.93 million.
Our Company received the approval of the resolution plan on April 21, 2022. Following the approval of the
resolution plan by the NCLT Delhi, our Company was required to facilitate (i) payment of ₹945.83 million
towards the settlement of claims of the financial and other creditors of Indosolar Limited along with the cost
of the CIRP; and (ii) infuse fresh funds of ₹952.10 million into Indosolar Limited towards its capital
expenditure and working capital requirements. These amounts were required to be paid by our Company over
a period of 24 months from the effective date of the resolution plan, i.e., April 21, 2022. In Fiscal 2023, our
Company has undertaken an equity infusion of ₹ 400.00 million. In Fiscal 2023 and Fiscal 2024 and for three
months ended June 30, 2024, our Company infused ₹ 217.30 million, ₹ 804.76 million and ₹ 177.66 million,
respectively, into Indosolar Limited through loan towards payment of CIRP cost, financial creditors,
operational creditors, workmen and employees dues and accounted acquisition as per the terms of the
resolution plan. In Fiscal 2024, our Company has paid the entire amount to various creditors of Indosolar
Limited, and as on the date of this Red Herring Prospectus no amount is outstanding.

The table below provides brief details of the assets and liabilities of Indosolar Limited as at March 31, 2024
and June 30, 2024:

(₹ million)
As at
Particulars As at June 30, 2024
March 31, 2024
Assets
Total non-current assets 1,415.41 1475.79
Total current assets 81.17 188.19
Non-current assets held for sale 4.69 -
TOTAL ASSETS 1,501.26 1,663.98

Equity and Liabilities

Total Equity 143.68 193.76

Liabilities
Total non-current liabilities 1,367.39 1,548.71

Total current liabilities 277.55 309.04

TOTAL EQUITY AND LIABILITIES 1,501.26 1,663.98

Successful integration of acquired entities will depend on our ability to effect any required changes in

43
 operations or personnel of the acquired entity, and may require capital expenditure. We may encounter
difficulties in integrating the processes, systems and employees in a timely and cost-effective manner,
difficulties in establishing effective management information and financial control systems, challenges to
assimilating corporate culture, and unforeseen legal, regulatory, contractual or other issues. While we have
not entered into any joint ventures in the last three years and three months ended June 30, 2024, however,
any such acquisitions or joint ventures in the future may involve risks that could materially and adversely
affect our business, including the failure of such acquisitions to achieve the expected investment results. There
can be no assurance that we will be able to integrate the operations of Indosolar Limited with our existing
operations. Further, there can be no assurance that the amounts paid by our Company towards the acquisition
of Indosolar Limited will provide the anticipated benefits.

11. Implementing our growth strategy and our business operations will depend on our ability to maintain
access to multiple funding sources on acceptable terms.

Our strategic business initiatives include the setting up of additional up to 3 GW module manufacturing
capacity in the United States, and a fully integrated 6GW facility at Dhenkanal, Odisha which are subject to
receiving applicable regulatory approvals including for setting up of our manufacturing facilities and for our
operations. The expansion plans for the fully integrated 6 GW capacity ingot-wafers, solar cells and modules
manufacturing facility at Dhenkanal, Odisha will be funded partly by the proceeds of this Offer, internal
accruals and partly through financing arrangements. For its proposed objects of establishing the fully
integrated 6 GW capacity of ingot-wafers, solar cells and modules manufacturing facility at Dhenkanal,
Odisha, as of August 31, 2024, our Company has deployed an amount aggregating to ₹1,385.80 million from
its internal accruals and the Project Company has deployed an amount aggregating to ₹80.90 million from an
inter-corporate deposit received from our Company. Further, we have given a guarantee of ₹ 540.00 million
to Solar Energy Corporation of India Limited for securing our PLI incentive for setting up and manufacturing
of solar PV modules from our 6 GW capacity ingot-wafers, solar cells and modules manufacturing facility.
For further details, see “Objects of the Offer - Requirement of funds and utilisation of Net Proceeds” on page
139. In addition, we have paid US$ 2.46 million or ₹ 204.49 million towards deposit for long-term lease for
the land and building on which the module manufacturing capacity in the United States will be located.

While we have historically funded our capital requirements primarily through a mix of equity, corporate debt
and project financing, there can be no assurance that we will be able to continue to obtain adequate financing
for our strategic business initiatives or that we will be able to obtain attractive rates and terms associated with
such financing.

For Fiscal 2022, 2023 and 2024 and three months ended June 30, 2023 and June 30, 2024, our capital
expenditure towards additions to property, plant and equipment, capital work-in-progress, intangible assets,
intangible assets under development excluding capital work-in-progress capitalized during the year/period
and intangible assets under development capitalised during the year/period were ₹ 5,729.88 million, ₹
9,222.21 million, ₹ 12,290.18 million, ₹ 2,886.91 million and ₹ 3,365.05 million, respectively, as per table
below:

For the year ended March 31 For the For the

period ended period ended
Particulars 2022 2023 2024 June 30, June 30,
2023 2024
(₹million)
Additions to property, plant and 4,511.97 5,291.27 4,247.30 2,544.86 675.97
equipment
Additions to capital work-in-progress 3,895.42 7,243.68 12,192.46 2,869.04 2,884.75
Less: Capital work-in-progress capitalised (2,680.47) (3,313.19) (4,149.99) (2,527.00) (195.94)
during the year / period
Additions to intangible assets 7.20 9.93 0.40 - 0.27
Additions to intangible assets under 2.06 0.19 0.01 0.01 0.00
development
Less: intangible assets under development (6.30) (9.67) - - -
capitalised during the year / period
Total 5,729.88 9,222.21 12,290.18 2,886.91 3,365.05

The following table sets forth our property, plant and equipment for the year/period indicated:

44
 As at March 31 As at June As at June
Particulars 2022 2023 2024 30, 2023 30, 2024
(₹million)
Property, plant and equipment 5,648.32 9,912.16 11,493.50 11,913.48 11,453.87
Capital Work in Progress 1,226.64 5,370.43 13,412.90 5,712.47 16,101.71
Total 6,874.96 15,282.59 24,906.40 17,625.95 27,555.58

The capital expenditure undertaken by us are sourced primarily through internal accruals and equity share
issuances undertaken by us in the last three years and three months ended June 30, 2023 and June 30, 2024.
For further information on cash flows in relation to operating, investing and financing activities for the afore-
stated years / period, see “ Management’s Discussion and Analysis of Financial Conditions and Results of
Operations – Cash Flows” on page 495.

Any future expansion plans may also require significant capital expenditure. Any significant change to our
growth strategy could also impact our future financial performance. In addition, rising interest rates could
adversely impact our ability to secure financing on favourable terms and may result in an increase in our cost
of capital.

12. We are required to comply with certain restrictive covenants under our financing agreements. Any non-
compliance may lead to, amongst others, accelerated repayment schedule and suspension of further
drawdowns, which may adversely affect our business, results of operations, financial condition and cash
flows.

As on August 31, 2024, we had total outstanding borrowings (on a consolidated basis) of ₹ 12,701.91 million.
Some of the financing arrangements entered into by us include conditions that require our Company to obtain
respective lenders’ consent prior to carrying out certain activities (including certain corporate actions) and
entering into certain transactions. Failure to meet these conditions or obtain these consents could have
significant consequences on our business and operations. These covenants vary depending on the
requirements of the financial institution extending such loan and the conditions negotiated under each
financing agreement. Some of the corporate actions that require prior consents or intimations to be made to
certain lenders include, amongst others, (a) changes to the capital structure of our Company or effect any
material changes in its shareholding; (b) amendments to memorandum and/or articles of association of our
Company, (c) changing the constitution/composition of the Board; (d) undertaking any merger, de-merger,
consolidation, reorganization, dissolution, reconstitution, scheme of arrangement or compromise with
creditors or shareholders; (e) change in the general nature of business of our Company or to undertake any
expansion or invest in any other entity. While we have received all relevant consents required for the purposes
of this Offer and have complied with these covenants, a failure to comply with such covenants in the future
may restrict or delay certain actions or initiatives that we may propose to take from time to time.

In addition, while there has been no violation of any restrictive covenants of material impact and no event of
default has occurred and we have not rescheduled repayment of loans in relation to debt financing availed by
our Company in the past three Fiscals and three months ended June 30, 2024, we cannot assure that this will
continue to be the case in the future. Further, while there have not been any invocation of personal guarantees
of Promoters and / or guarantees issued by our Company in the past three Fiscals and three months ended
June 30, 2024 and there has been no default in any loan repayment, we cannot assure that this will continue
to be the case in the future.

Certain of our secured borrowing facilities may also permit the lenders to recall the loan on demand. Such
recalls on borrowed amounts may be contingent upon happening of an event beyond our control and there
can be no assurance that we will be able to persuade our lenders to give us extensions or to refrain from
exercising such recalls which may adversely affect our operations and cash flows. A failure to observe the
covenants under our financing arrangements or to obtain necessary consents/ waivers may lead to acceleration
of amounts due under such facilities and triggering of cross default provisions such as an absolute right to
convert entire outstanding facilities and/or unpaid interest into fully paid-up Equity Shares of our Company.
If the obligations under any of our financing documents are accelerated, we may have to dedicate a portion
of our cash flow from operations to make payments under such financing documents, thereby reducing the
availability of cash for our working capital requirements and other general corporate purposes. In addition,
during any period in which we are in default, we may be unable to raise, or face difficulties raising, further

45
 financing. Our Company would also be unable to extend any investment/loans or advances to
subsidiaries/group companies without the prior consent of the lenders.
Further, pursuant to the borrowing arrangements and documentation entered into with Indian Renewable
Energy Development Agency Limited and the consortium of lenders consisting of the State Bank of India,
Bank of Maharashtra, The Hongkong and Shanghai Banking Corporation Limited and IndusInd Bank
Limited, each such lender has a right to appoint a nominee director on our Board to protect their respective
interests, during the subsistence of our borrowing obligations to such lenders. Such nominee director would
not be liable to retire by rotation and would also not be required to possess any qualification shares. In
addition, opening of current accounts with other banks which are not under the consortium would require
prior approval from the lenders.

However, we have availed specific waivers from each of the aforementioned lenders with respect to their
right to appoint their nominee director on our Board, such that such appointment shall only be made upon
occurrence of an event of default under the terms of the respective loan documentation. In case any such
event of default occurs, the consequent appointment of a nominee director by the lenders may require our
Company to appoint an additional independent director to comply with the corporate governance
requirements under applicable laws.

For further details of the terms and conditions of our borrowing arrangements, see “Financial Indebtedness”
on page 507.

13. Exchange rate fluctuations may adversely affect our business, results of operations and cash flows.

We are exposed to foreign exchange related risks as a portion of our revenue from operations are in foreign
currency, including the US Dollar. Similarly, a significant portion of our expenses, particularly cost of
materials relating to import of solar cells and other materials used in manufacturing our modules, as well as
imported equipment used in our manufacturing facilities are denominated in currencies other than Indian
Rupees including the US Dollar. The table below sets forth details of certain parameters for the year/period
indicated:

Fiscal For the For the

three three
Particulars months months
2022 2023 2024
ended June ended June
30, 2023 30, 2024
Foreign Exchange Revenue (₹ million) 6,578.22 46,165.39 65,690.96 24,412.07 13400.94
Foreign Currency Expenses* (₹ million) 22,334.46 68,427.52 77,770.06 25,527.38 19,636.09
Foreign Currency Expenses as a 78.85% 111.04% 75.95% 86.31% 66.21%
Percentage of Total Expenses (%)
Profit on Foreign Currency Exchange 207.84 475.41 485.15 511.07 175.12
(net) (₹ million)
* Foreign currency expenses have been calculated as a total amount spent towards imports including import of goods and services.

A significant or frequent fluctuation in the exchange rate between the Indian Rupee and other currencies, may
adversely affect our results of operations.

Our ability to predict future foreign currency fluctuations is limited and due to the time gap between the
accounting of purchases and actual payments, the foreign exchange rate at which the purchase is recorded in
the books of accounts may vary with the foreign exchange rate at which the payment is made, thereby
benefiting or affecting us negatively, depending on the appreciation or depreciation of the Rupee. In addition,
we import a significant amount of materials from China to manufacture our products. We may, therefore, be
exposed to risks arising from exchange rate fluctuations and we may not be able to pass on all losses on
account of foreign currency fluctuations to our customers, and as a result, suffer losses on account of foreign
currency fluctuations. While we enter into foreign currency hedging transactions from time to time, there is
no guarantee that we may be able to manage our foreign currency risk effectively or mitigate exchange
exposures, at all times and our inability may harm our results of operations and cause our results to fluctuate
and/or decline.

46
14. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit
ratings or a poor rating may restrict our access to capital and thereby adversely affect our business,
financial conditions, cash flows and results of operations.

As of April 3, 2024 we have received a long-term credit rating of CARE A; Stable and a short-term credit
rating of CARE A; Stable / CARE A2+ with respect to our borrowing facilities from CARE Ratings. An
inability to secure future financing on attractive terms or at all may adversely impact these strategic initiatives
and our business prospects. Credit ratings reflects the opinion of the rating agency on our management, track
record, diversified clientele, increase in scale and operations and margins, medium term revenue visibility
and operating cycle.

While we have not experienced downgrading in our credit ratings received recently, including in the last three
Fiscals and three months ended June 30, 2024, any downgrade in our credit ratings or our inability to obtain
such credit rating in a timely manner or any non-availability of credit ratings, or poor ratings, could increase
borrowing costs, will give the right to our lenders to review the facilities availed by us under our financing
arrangements and adversely affect our access to capital and debt markets, which could in turn adversely affect
our interest margins, our business, results of operations, financial condition and cash flows.

15. Our erstwhile auditor and current Auditor have included certain remarks in the annexure to their audit
reports on the Companies (Auditor’s Report) Order, 2016 / Companies (Auditor’s Report) Order, 2020, for
the years ended March 31, 2022, March 31, 2023 and March 31, 2024, respectively and in their auditor’s
report for the year ended March 31, 2024.

Further, our erstwhile auditor and our current Auditor have included the following qualifications in the
annexure to their audit reports on the Companies (Auditors Report) Order, 2016/ Companies (Auditor’s
Report) Order, 2020 for the year ended March 31, 2022, March 31, 2023 and March 31, 2024, respectively
and in their auditor’s report for the year ended March 31, 2024:

As at and for the year ended March 31, 2022

• Disputed statutory dues including Gujarat value added tax, goods and services tax, Madhya Pradesh
value added tax and central sales tax, Maharashtra value added tax and income tax which are pending
before various judicial forums.

As at and for the year ended March 31, 2023

• The title deeds of immovable properties (other than properties where our Company is the lessee and
the lease agreements are duly executed in the favour of the lessee) are held in the name of our Company
except for seven land parcels for value of ₹ 62.24 million acquired on September 29, 2022 from Shri
Swami Solar Park Private Limited, for which transfer of title deeds are in process.

• Our Company has been sanctioned working capital limits in excess ₹ 50 million in aggregate from
banks and financial institutions during the year on the basis of security of current assets of our
Company. Based on the records examined by our Auditor in the normal course of audit of the financial
statements, the quarterly returns/statements filed by our Company with such banks and financial
institutions are not in agreement with the unaudited books of accounts of our Company.

• Undisputed statutory dues including goods and services tax, provident fund, employees’ state
insurance, duty of custom, cess and other statutory dues have generally been regularly deposited with
the appropriate authorities though there has been a serious delays in a few cases relating to income tax.
According to the information and explanations given to the Auditors and based on audit procedures
performed by the Auditor, no undisputed amounts payable in respect of these statutory dues were
outstanding, at the year end, for a period of more than six months from the date they became payable.

• Disputed statutory dues including central sales tax, value added tax, entry tax and income tax under the
sales tax act and the IT Act are pending before various judicial forums.

• According to the information and explanations given to our Auditor, and based on the audit procedures
performed by the Auditors, no fraud by our Company has been noticed or reported and no material
fraud on our Company has been noticed during the year except that the Auditor have been informed
that a theft of raw material inventory amounting to ₹ 105.80 million (net of recovery amounting to ₹
51.96 million) and for which our Company has also filed an insurance claim.

47
 As at and for the year ended March 31, 2024

• Our Company has been sanctioned working capital limits in excess ₹ 50 million in aggregate from
banks and financial institutions during the year on the basis of security of current assets of our
Company. Based on the records examined by our Auditor in the normal course of audit of the financial
statements, the quarterly returns/statements filed by our Company with such banks and financial
institutions are not in agreement with the unaudited books of accounts of our Company.

• Disputed statutory dues including central sales tax, value added tax, entry tax and income tax under the
sales tax act and the IT Act are pending before various judicial forums.

The audit report on our audited financial statements as of and for the financial year ended March
31, 2024 contains under “Other Legal and Regulatory Requirements”:

(i) Backup of books of accounts and other related documents maintained in electronic mode has
not been maintained on servers physically located in India on a daily basis.

(ii) In Fiscal 2024, our Company migrated to a new accounting software. The software used by
our Company for maintaining books of accounts has a feature for audit trail facility and the
same was operated throughout the year for all relevant transactions recorded in the software,
except for in respect of the new accounting software where audit trail feature was enabled with
effect from March 25, 2024 and audit trail feature was not enabled for certain changes made,
using privileged/ administrative access rights.

(iii) Further, our Company has used an accounting software which is operated by a third-party
software service provider, for maintaining books of account relating to payroll processing. In
the absence of any information on existence of audit trail (edit logs) for any direct changes
made at the database level in the 'Independent Service Auditor's Assurance Report on the
Description of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in
accordance with attestation standards established by the American Institute of Certified Public
Accountants), the auditors are unable to comment on whether audit trail feature with respect
to the database of the said software was enabled and operated throughout the year or whether
there were any instances of audit trail being tampered with.

(iv) In addition, in case of six subsidiaries, as reported by the auditors of such subsidiaries, the
audit trail feature was not enabled during the year.

There is no assurance that our auditors’ reports for any future fiscal periods will not contain such
qualifications which could subject us to additional liabilities due to which our reputation and financial
condition may be adversely affected. Further, with respect to the statutory dues mentioned above which have
been deposited with delays in a few cases, we cannot assure that we will not have such similar issues in the
future. Further, any failure or delay in payment of such statutory dues may expose us to statutory and
regulatory action, as well as significant penalties, and may adversely impact our business, results of
operations, cash flows and financial condition.

16. We are dependent on third party suppliers of materials and components for manufacturing our products.
Any disruptions in the supply or availability of materials and components of the appropriate quality
standards and fluctuation in their prices may have an adverse impact on our business operations, cash
flows and financial performance.

Our ability to remain competitive, maintain costs and profitability depend, in part, on our ability to source
and maintain a stable and sufficient supply of materials and components at acceptable prices. Our major
requirements of materials include, inter-alia, solar cells, backsheets, encapsulants, glass, aluminium panels,
junction box, ribbon and busbar. We depend on external suppliers, majority of which with whom we have
not entered into any formal long term contracts, for our materials and components required and typically
purchase materials and components on a purchase order basis and place such orders with them in advance on
the basis of our anticipated requirements. As a result, the success of our business is significantly dependent
on maintaining good relationships with our material and component suppliers. Absence of long-term supply
contracts subject us to risks such as price volatility caused by various factors such as market fluctuations,

48
 currency fluctuations, climatic and environmental conditions, production and transportation cost, changes in
domestic as well as international government policies, and regulatory and trade sanctions. While we have
back to back arrangement with majority of our suppliers to reduce the impact of commodity or price risk,
however, we continue to remain susceptible to the risks arising out of price fluctuations as well as import
duties, which could result in a decline in our operating margins. While we have a formal hedging policy, and
have back to back arrangements to hedge risk on foreign exchange fluctuation including natural hedge due to
both import and exports, forward contracts and option contracts which reduce the impact of foreign exchange
fluctuation, but a high volatility may impact the operating margins.

Although we have not faced significant disruptions in the procurement of raw materials in the past, the
COVID-19 pandemic temporarily affected our ability to source materials from certain vendors who were
unable to transport materials to us. Cost of such materials also increased significantly as a result of the
COVID-19 pandemic related increase in freight costs. There can be no assurance that we will be able to
procure the required quantities and quality of materials commensurate with our requirements.

The table below sets forth our cost of materials consumed, total purchases from our top five suppliers in India
and outside India as a percentage of our total purchases for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Total Total Total
million) million) million)
Purchases (%) Purchases (%) purchase (%)
Cost of Materials Consumed 17,938.54 72.14% 58,973.24 80.55% 83,564.85 96.76%
Total Purchases (which 1,683.36 6.76% 3,658.51 5.00% 5,803.78 6.72%
includes purchases relating to
raw materials and stock-in-
trade) for top five suppliers in
India
Total Purchases (which 8,375.97 33.61% 35,932.12 49.08% 48,110.96 55.71%
includes purchases relating to
raw materials and stock-in-
trade) for top five suppliers
outside India

For the three months ended June For the three months ended June
30, 2023 30, 2024
Particulars Percentage of Percentage of
Amount (₹ Amount (₹
Total Total
million) million)
Purchases (%) Purchases (%)
Cost of Materials Consumed 25,354.47 114.87% 17,962.75 69.33%
Total Purchases (which includes purchases 710.23 3.22% 2,145.21 8.28%
relating to raw materials and stock-in-trade) for
top five suppliers in India
Total Purchases (which includes purchases 14,104.77 63.90% 11,513.74 44.44%
relating to raw materials and stock-in-trade) for
top five suppliers outside India

We typically purchase our raw materials on spot basis with purchase orders and do not engage in long term
purchase agreements for the same with majority of such suppliers. There can be no assurance that a particular
supplier will continue to supply us with materials in the future. Further, we cannot assure you that we will be
able to enter into new or renew our existing arrangements with suppliers on terms acceptable to us, which
could have an adverse effect on our ability to source materials in a commercially viable and timely manner,
if at all, which may impact our business and profitability.

17. Our Auditor has included an emphasis of matter in their auditors’ report on our audited financial
statements as at and for the year ended March 31, 2023.

Our Auditor has included an emphasis of matter in their auditors’ report on our audited financial statements
as at and for the year ended March 31, 2023.

49
 Fiscal 2023

The Auditor have drawn attention to a note of the consolidated financial statements which describes the
impact of the adjustment related to accounting for government grant in earlier years leading to restatement of
the consolidated financial statements as at and for the year ended March 31, 2022 and as at April 1, 2021.
The opinion of our Auditor are not modified in respect of this matter.

The table below provides details of such restatements:

Adjustments made to consolidated balance sheet as at March 31, 2022 and as at April 1, 2021

(₹ million)
As at March 31, 2022 As at April 1, 2021
Restated
Reported as Reported as Restated
Particulars Amount as at
at March 31, Restatements at April 1, Restatements Amount as at
March 31,
2022 2021 April 1, 2021
2022
Assets
Non-current assets
(a) Property, 5,181.72 466.61 5,648.33 2,230.65 90.02 2,320.67
plant and
equipment
(b) Capital work- 1,104.97 121.68 1,226.65 11.69 - 11.69
in-progress
Equity and liabilities
Equity
(a) Other equity 2,242.44 62.69 2,305.13 1,479.85 74.59 1,554.44
Liabilities
Non-current
liabilities
(a) Deferred tax 278.16 (14.06) 264.10 72.47 15.55 88.02
liabilities
(net)
Current liabilities
(a) Other current 6,099.76 539.66 6,639.42 578.05 - 578.05
liabilities

Adjustments made to consolidated statement of profit and loss for the year ended March 31, 2022:

(₹ million)
Restated Amount for
Particulars Reported for Fiscal 2022 Restatements
Fiscal 2022
Expenses
Depreciation and 391.23 41.51 432.74
amortization expense
Tax Expense
Deferred tax 77.44 (29.61) 47.83
Notes:
(1) During Fiscal 2022, our Company has accounted the export promotion capital goods (“EPCG”) received on property, plant and
equipment (PPE) procured in earlier years, which resulted in restatement of PPE, depreciation expenses and government grant
related balances (deferred government grant income / government grant income) for the year ended March 31, 2022 and as at
April 1, 2021.
(2) There is no impact of restatement on the cash flow for the year ended March 31, 2022.

There is no assurance that our auditors’ reports for any future fiscal periods will not contain qualifications,
matters of emphasis or other observations which could subject us to additional liabilities due to which our
reputation and financial condition may be adversely affected.

Further, the examination report issued by the auditors of our Subsidiary, Waaree Renewables Technologies
Limited, refers to an emphasis of matter paragraph included in their auditors’ report on financial statements
of Waaree Renewables Technologies Limited, which does not require any corrective adjustment in the
Restated Consolidated Summary Statements drawing attention to a note of the consolidated financial
statements of Waaree Renewables Technologies Limited which states that the approval of the amalgamation
of Waaree Renewables Technologies Limited and its subsidiaries namely Sangam Rooftop Private Limited

50
 ("SRPL"), Waaree PV Technologies Private Limited (“WPTPL”) and Waasang Solar Private Limited
(“WSPL”) by the NCLT with effective from June 11, 2024 with appointed date April 1, 2022 as per Ind AS
103 - "Business Combinations" by way of common control entities. The numbers and disclosures pertaining
to Waaree Renewables Technologies Limited and its subsidiaries SRPL, WPTPL and WSPL for the Fiscal
2023 have been collated with the numbers of Waaree Renewables Technologies Limited from the respective
financial statements for that year. These financial statements were audited by other auditors whose audit
report expressed an unmodified opinion thereon. The auditors of Waaree Renewables Technologies Limited
have examined the adjustments/restatements with respect to consolidation of these entities as per the scheme
of arrangement and their opinion is not modified in respect of this matter.

18. The outstanding orders in our order book may be delayed, modified or cancelled which may have an
adverse impact on our business, results of operations and cash flows.

In addition, we have a substantial order book of solar PV modules and as of April 1, 2022, 2023 and 2024,
our Company’s pending order book of solar PV modules was 3.28GW, 18.06GW and 19.93GW, respectively.
Further, as of June 30, 2024, our Company’s pending order book of solar PV modules was 16.66 GW which
included domestic orders, export orders, and franchisee orders and 3.75 GW of orders for our Subsidiary,
Waaree Solar Americas Inc. located in the United States with majority of the orders of our Company to be
fulfilled by Fiscal 2027 while the outstanding order of the Subsidiary to be fulfilled by Fiscal 2030. We cannot
guarantee that the income anticipated in our order book will be realized on time, or at all. For instance, order
cancellation charges were nil, nil, ₹ 3413.42 million, nil and nil in Fiscal 2022, 2023 and 2024 and in the
three months ended June 30, 2023 and 204, respectively. The charges in Fiscal 2024 were on account of
cancellation of orders by two customers on account of market conditions leading to customers decision to
cancel orders. Any cancellations or scope adjustments, which may occur from time to time, could reduce the
amount of our order book and the income and profits that we ultimately earn from the contracts. Any delay,
cancellation or payment default could have a material adverse effect on our business, results of operations
and cash flows.

19. Our funding requirements and proposed deployment of the Gross Proceeds are based on management
estimates and may be subject to change based on various factors, some of which are beyond our control.

We intend to use the Gross Proceeds for the purposes described in “Objects of the Offer” on page 138. As on
the date of this Red Herring Prospectus, our funding requirements are based on management estimates and
our current business plans and is subject to change in light of changes in external circumstances, costs,
business initiatives, other financial conditions or business strategies. While we will use the Net Proceeds
towards part financing the cost of establishing a 6 GW of Ingot Wafer, Solar Cell and Solar PV Module
manufacturing facility, the amount of Net Proceeds to be used will be based on our management’s discretion.
Our internal management estimates may exceed fair market value or the value that would have been
determined by third party appraisals, which may require us to reschedule or reallocate our project and capital
expenditure and may have an adverse impact on our business, financial condition, results of operations and
cash flows.

The deployment of the Gross Proceeds will be at the discretion of our Board and will be in accordance with
applicable law. Further, the deployment of the Gross Proceeds will be monitored by a monitoring agency
appointed pursuant to the SEBI ICDR Regulations. We may have to reconsider our estimates or business
plans due to changes in underlying factors, some of which are beyond our control, such as interest rate
fluctuations, changes in input cost, and other financial and operational factors.

Accordingly, prospective investors in the Offer will need to rely upon our management’s judgment with
respect to the use of proceeds. If we are unable to deploy the Gross Proceeds in a timely or an efficient
manner, it may affect our business and results of operations.

For details in relation to other objects related risks, see “ – We intend to utilise a major portion of the Net
Proceeds for funding our capital expenditure requirements. This includes part financing the cost of
establishing the proposed fully integrated 6 GW facility by way of an investment in our wholly owned
subsidiary Sangam Solar One Private Limited which may be subject to the risk of unanticipated delays in
implementation, cost overruns and other risks and uncertainties.” and “ – The proposed Project is dependent
on various government subsidies. In the event such subsidies do not materialize or the state or central
government does not approve the entire subsidy amount, we may have to raise additional capital, which may

51
 materially impact our cash flows, financial condition and results of operations.” on pages 37 and 38,
respectively.

20. Four out of five of our operational manufacturing facilities are located in Gujarat, India which exposes
our operations to potential risks arising from local and regional factors which may restrict our operations
and adversely affect our business, results of operations and cash flows.

As on the date of this Red Herring Prospectus, we currently operate four out of five of our manufacturing
facilities are located in the state of Gujarat, India. The following table sets forth certain information relating
to manufacturing facilities for the periods indicated:

Installed capacity (in GW) as on March 31, * Installed capacity

as on June 30, Products
Manufacturing Facility
2022 2023 2024 2024* manufactured
(in GW)
Surat Facility 0.50 0.23 0.23 0.23 (i) multicrystalline
modules; and (ii)
monocrystalline
modules.
Tumb Facility 1.00 1.00 1.00 1.00 (i) multicrystalline
modules; and (ii)
monocrystalline
modules.
Nandigram Facility 0.50 1.28 1.11 1.11 (i) multicrystalline
modules; (ii)
monocrystalline
modules; and (iii)
TOPCon modules,
comprising flexible
modules, which
includes bifacial
modules (Mono
PERC) (framed and
unframed), and
building integrated
photo voltaic
(BIPV) modules
Chikhli Facility 2.00 6.49 9.66 9.66 (i) monocrystalline
modules; and (ii)
TOPCon modules,
comprising flexible
modules, which
includes bifacial
modules (Mono
PERC) (framed and
unframed), and
building integrated
photo voltaic
(BIPV) modules
IndoSolar Facility - - - - (i) monocrystalline
modules; and (ii)
TOPCon modules,
which includes
bifacial modules
(framed and
unframed), and
building integrated
photo voltaic
(BIPV) modules
Total 4.00 9.00 12.00 12.00 -
*As certified by M.R. Prajapati, Chartered Engineer, by certificate dated October 8, 2024.

52
 Due to the geographic concentration of our manufacturing operations, our operations are susceptible to
disruptions caused by local and regional factors, including agitations, accidents, system failures, economic
and weather conditions, natural disasters, demographic factors, and other unforeseen events and
circumstances. Our manufacturing facilities may be affected, and there may be significant delays in shipments
of our products, which could materially and adversely affect our business, financial condition and results of
operations and cash flows. While there have been no material instances of disruption in any of our
manufacturing facilities in the last three Fiscals and three months ended June 30, 2024, except due to the
impact of COVID-19, where due to nationwide lockdowns, we ceased manufacturing operations for several
weeks in April and May 2020, we cannot assure you that such instances will not happen in the future which
could materially and adversely affect our business, financial condition and results of operations.

21. If we experience insufficient cash flows from our operations or are unable to borrow to meet our working
capital requirements, it may materially and adversely affect our business, results of operations and cash
flows.

Our business requires working capital primarily as a considerable amount of time passes between purchase
materials and components and sale of our products. As a result, we are required to maintain sufficient stock
of raw materials at all times in order to meet manufacturing requirements, thus increasing our storage and
working capital requirements. Consequently, there could be situations where the total funds available may
not be sufficient to fulfil our commitments, and hence we may need to incur additional indebtedness in the
future, or utilize internal accruals to satisfy our working capital needs. Our future success depends on our
ability to continue to secure and successfully manage sufficient amounts of working capital. Further, our
ability to arrange financing and the costs of capital of such financing are dependent on numerous factors.
While there have been no instances of modifications in payment terms by our customers or franchisees in the
last three Fiscals and three months ended June 30, 2024, we are also required to provide performance
guarantees and advance payment guarantees to our customers which requires us to block our funds that can
be used for working capital.

We typically rely on internal accruals as well as credit facilities with banks to provide for our working capital
arrangements. The table below sets forth details of certain parameters as of the dates indicated:

As of March 31, As of June 30, As of June 30,

Particulars
2022 2023 2024 2023 2024
Inventories (₹ 5,381.66 27,088.67 25,855.31 22,735.55 26,636.82
million)
Trade Receivables 970.09 3,126.13 9,713.89 5,159.38 10,905.28
(₹ million)
Trade Payables (₹ 5,347.61 14,316.24 14,752.28 10,624.73 18,622.01
million)
Inventory Days(1) 71 115 111.00 344* 96.00
Debtor Days(2) 14 11 21.00 45* 28.00
Creditor Payable 65 49 61.00 206* 59.00
Days(3)
Total Current 13,441.66 54,829.41 80,130.81 58,679.28 82,796.55
Assets (₹ million)
(A)
Total Current 14,976.33 49,292.36 54,231.40 50,064.78 59,492.94
Liabilities (₹
million) (B)
Working Capital (₹ (1,534.67) 5,537.05 25,899.41 8,614.50 23,303.61
million) (C=A-B)(4)
* On an unannualized basis
Notes:
(1)
Inventory days is calculated as 365 days divided by inventory turnover ratio.
(2)
Debtor days is calculated as 365 days divided by debtor turnover ratio.
(3)
Creditor Payable Days is calculated as 365 days divided by credit turnover ratio.
(4)
Working Capital is calculated as total current assets – total current liabilities.

We have experienced an increase in our inventory days in the last three Fiscals and the three months ended
June 30, 2023 and June 30, 2024, on account of an increase in the in-transit inventory. As we pursue our
growth plan, we may be required to raise additional funds by incurring further indebtedness or issuing

53
 additional equity to meet our capital expenditures in the future. We cannot assure you that we will not
experience insufficient cash flows or be able to borrow funds on a timely basis, or, at all, to meet our working
capital and other requirements, or to pay our debt, which could materially and adversely affect our business
and results of operations. Although we sell products either against advance payment or against letter of credit
which, coupled with our internal accruals, may be able to support our working capital requirements, we cannot
assure you that this will have sufficient liquidity to meet our working capital requirements.

22. Decline in the price of solar PV module prices may have an adverse impact on our business, results of
operations and cash flows.

However, in fiscal 2024, module prices underwent a significant decline, standing at $0.11 per Wp in March
2024, down 43% YoY. The sharp decline can be attributed mainly to the supply glut in China and low
upstream components including polysilicon. Domestic module prices declined in line with China prices to
$0.18 per Wp in March 2024 but maintained a sizeable premium over China prices. As of March 2024, India
had approximately 63 GW module capacity, in contrast to only around 13 GW of cell capacity. (Source:
CRISIL Report, page 171) Since, our business is significantly influenced by the prevailing market conditions,
particularly in the pricing of the solar PV modules any further decline in the price of solar PV modules beyond
our expectations may exert pressure on our profit margins and impact the realization of anticipated revenue
from customer contracts which may adversely impact our business, results of operations, and cash flows.

23. We are exposed to credit risk from our customers and the recoverability of our trade receivables is subject
to uncertainties.

We typically allow certain credit period to some of our customers and are therefore exposed to credit risk
from such customers. The table below sets forth certain details of our trade receivables, and trade receivable
turnover days for the year/period indicated:

As of and for the financial year ended As of and for the As of and for the
March 31, three months three months
Particulars
ended June 30, ended June 30,
2022 2023 2024
2023 2024
Trade Receivables (₹ 970.09 3,126.13 9,713.89 5,159.38 10,905.28
million)
Trade Receivable 14 11 21 45* 28*
Turnover Days (number of
days)
Allowance for doubtful - 9.55 0.14 - 4.89
debts and deposits (₹
million)
*
on an unannualized basis

A customer’s ability to make payments on timely basis depend on various factors such as the general
economic and market conditions and the customer’s cash flow position, which are out of our control. Delays
in receiving payments from our customers may adversely affect our cash flow position and our ability to meet
our working capital requirements. There is no assurance that our customers will pay us on a timely basis or
at all, which may adversely affect the recoverability of our trade receivables, or that we will be able to
efficiently manage the level of bad debt arising from delayed payments.

Bringing action against our customers to enforce their contractual obligations is often difficult and there can
be no assurance that if we initiate any legal proceedings against any such entities, we will receive a judgment
in our favour or on a timely basis. A failure by any of our customers to meet its contractual commitments, or
an insolvency or liquidation of any of our customers, could have an adverse effect on our financial condition,
results of operations and cash flows.

24. We may not be able to adequately protect or continue to use our intellectual property. In addition, the use
of the brand “Waaree” or similar trade names by third parties could have a material adverse effect on our
business growth and prospects, financial condition, results of operations and cash flows.

We sell our products and services in India directly as well as through our retail network comprising of our
franchisees. We also export our products and services to customers in various international markets. Our

54
 Promoters are also interested in the use of trademarks such as “Waaree” to promote, advertise, distribute and
sell products in India. Further, while we do not have a formal arrangement or a brand or a trade licensing
agreement, the Waaree brand name is also used by our Subsidiaries as well as our members of Promoter
Group and Group Companies and we are dependent on these entities to maintain our brand name and
reputation. Any negative publicity faced by such entities may have an adverse impact on the “Waaree” brand
which may impact our reputation. For further details see, “Our Subsidiaries”, “Our Promoters and Promoter
Group – Entities Forming part of the Promoter Group” and “Group Companies” on pages 279, 318 and 518,
respectively.

Our success and ability to compete depends, in part, on our ability to protect our intellectual property and
proprietary rights and we generally rely on patent and trademark laws, and confidentiality or license
agreements with our employees, consultants, franchisees, customers and other third parties, and generally
limit access to and distribution of our proprietary information, in order to protect our intellectual property
rights and maintain our competitive position.

We have registered certain trademarks in India, and may apply for other intellectual property registrations in
the future. As on the date of this Red Herring Prospectus, we have six trademarks and one patent registered
in the name of our Company relating to our various brands including our logo and patent for roof
top mount for racking PV solar panels, which we use for marketing and branding our business, two trademark
in the name of our Subsidiaries on an exclusive basis, and have made five trademarks applications which are
pending in India under different classes for our logo (in green colour). Out of the five pending
applications, while one application has been accepted and advertised, objections have been received against
the remaining applications. In addition, we have also applied one trademark in the United States which is
pending.

If we fail to file appropriate replies to the objections or register the appropriate intellectual property, or our
efforts to protect relevant intellectual property prove to be inadequate, the value attached to our brand and
proprietary property could deteriorate, which could have a material adverse effect on our business growth
and prospects, financial condition, results of operations, and cash flows.

In particular, the use of similar trade names by third parties may result in confusion among our customers,
and we are exposed to the risk that entities in India and elsewhere could pass off their products as our products,
including imitation products, which may adversely affect sale of our products, resulting in a decrease in
market share due to a decrease in demand for our products. Such imitation products may not only result in
loss of sales but also adversely affect our reputation and consequently our future sales and results of
operations. In the event of such unauthorized use, we may be compelled to pursue legal action for the
protection of our brand and intellectual property, which may divert our attention and resources thereby
affecting our business operations. However, we may not prevail in any lawsuits that we initiate, and the
damages or other remedies awarded, if any, may not be adequate to compensate us for the harm suffered.

We primarily rely on a combination of trademarks, patents and other intellectual property laws and non-
disclosure agreements to establish and protect our intellectual property rights. Our efforts to protect our
intellectual property may not be adequate. We may also be susceptible to claims from third-parties asserting
infringement and other related claims. As on the date of this Red Herring Prospectus, there have been no
trademark disputes instituted by or against our Company before any judicial forum. Regardless of their merits,
such claims could materially and adversely affect our relationships with current or future customers, result in
costly litigation, delay or disrupt supply of products, divert management’s attention and resources, subject us
to significant liabilities, or require us to cease certain activities. Any of the foregoing could materially and
adversely affect our business, financial condition, results of operations and cash flows.

25. We derive a substantial portion of our Retail Sales from Gujarat and are in the process of expanding our
retail network to target new customers. Any adverse change in the demand of our products in Gujarat or
failure to expand into new markets may have an adverse impact on our business, financial condition, cash
flows and results of operations.

Geographically, majority of our revenue from Retail Sales was generated from Gujarat in the last three Fiscals
and three months ended June 30, 2023 and June 30, 2024. The table below sets forth our Retail Sales generated
from Gujarat and from top five States, as a percentage of our total Retail Sales for the year/period indicated:

55
 Fiscal 2022 Fiscal 2023 Fiscal 2024
Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Total Retail Total Retail Total Retail
million) million) million)
Sales (%) Sales (%) Sales (%)
Retail Sales from 1,930.52 33.14% 2,959.04 44.00% 4,294.69 37.12%
Gujarat
Retail Sales from Top 4,751.50 81.57% 5,588.33 83.10% 9,792.97 84.64%
Five States*
* Top five States for Fiscal 2022, were Gujarat, Maharashtra, Rajasthan, Punjab and Kerala; for Fiscal 2023 were Gujarat,
Maharashtra, Rajasthan, Kerala and Uttar Pradesh; and for Fiscal 2024 were Gujarat, Maharashtra, Rajasthan, Kerala and Uttar
Pradesh.

For the three months ended June 30, For the three months ended June 30,
2023 2024
Particulars
Amount (₹ Percentage of Total Amount (₹ Percentage of Total
million) Retail Sales (%) million) Retail Sales (%)
Retail Sales from Gujarat 705.72 35.73% 2,546.44 36.52%
Retail Sales from Top Five 1,701.65 86.14% 5,424.16 77.79%
States*
* Top five States for the three months ended June 30, 2023 were Gujarat, Maharashtra, Rajasthan, Kerala and Uttar Pradesh,
respectively; and for the three months ended June 30, 2024 were Gujarat, Maharashtra, Rajasthan, Uttar Pradesh and Haryana
respectively.

Further, in order to cater to the growing market demand for our products and expand our presence across
India, we are in the process of increasing our presence in states that we have recently entered, and expanding
our presence to additional cities and towns in states where we have been present for a considerable period,
particularly, additional new towns and cities in the state of Delhi, Gujarat, Maharashtra, Andhra Pradesh,
Telangana, Karnataka and Tamil Nadu. Further, having limited or no presence in such new markets as
compared to some of our competitors, may lead to lower product pricing due to lack of brand presence and
higher expenditure on brand building. As a result, it may be more expensive for us to sell our products in
these new markets and it may take longer to reach expected sales and profit levels than anticipated, which
could affect the viability of these markets or our overall profitability.

We cannot assure you that we will continue to generate and maintain the historical Retail Sales from our top
five States on account of any adverse impact including change in governmental regulations, which may have
a material impact on our business, cash flows and results of operations. Further, our strategy to enter new
geographies may also be subject to markets with high entry barriers, regulatory or financial, and will thereby
place significant demands on our management, operational and financial resources. There can be no assurance
that our plans to expand in these new markets will be successful, as our competitors may have more
established brands, more experience in trends and deeper relationships with customers in these markets.

26. Information relating to the installed capacity, effective installed capacity and capacity utilization of our
manufacturing facilities included in this Red Herring Prospectus are based on certain assumptions and
estimates and future production and capacity may vary.

The information relating to the installed capacity and effective installed capacity of the manufacturing
facilities for the year/period indicated are based on various assumptions and estimates that have been taken
into account by us for calculation of the installed capacity and effective installed capacity. These assumptions
and estimates include standard capacity calculation practice in the PV module industry, including with respect
to the period during which the manufacturing facilities operate in such period and the average efficiency of
PV modules to be manufactured during such period. In Fiscal 2022, 2023 and 2024 and in the three months
ended June 30, 2023 and June 30, 2024, our capacity utilization (calculated on basis of our effective installed
capacity in the relevant fiscal / period) was 46.15%, 40.46%, 43.37%, 48.95% (unannualized) and 45.01%
(unannualized), respectively. For further information, see “Our Business – Our Business Operations –
Capacity and Capacity Utilization” on page 246. These rates are not indicative of future capacity utilization
rates, which is dependent on various factors, including demand for our products, product mix, availability of
materials and components, our ability to manage our inventory and improve operational efficiency. Under-
utilization of our manufacturing capacities over extended periods, or significant under-utilization in the short-
term, could materially and adversely impact our business, growth prospects and future financial performance.

56
 Further, the requirements of our customers are not restricted to one type of product and therefore variations
in demand for certain types of products also requires us to make certain changes in our manufacturing
processes thereby affecting our production schedules. We often increase capacity to meet the anticipated
demand of our customers or significantly reduce production of certain products depending on potential orders.
Certain products require lesser process time whereas certain products require more process time in the same
manufacturing set-out that we have installed. Accordingly, actual production levels and capacity utilization
rates may differ from the installed capacity and effective installed capacity of our manufacturing facilities.

Further, our proposed expansion and backward integration plans are based on demand forecasts that are
subject to various assumptions including product trends in the industry, weather conditions and seasonality
in the industry, and end-customer preferences, that are based on prevailing economic conditions. Adequate
utilization of our expanded module, our solar cell and ingot-wafers manufacturing capacities is therefore
subject to various factors beyond our control and in case of oversupply in the industry or lack of demand, we
may not be able to utilise such capacities in an efficient manner. The success of any capacity expansion and
backward integration plans and expected return on investment on capital invested is subject to, among other
factors, the ability to procure requisite regulatory approvals in a timely manner; recruit and ensure satisfactory
performance of personnel to further grow our business; and the ability to absorb additional infrastructure
costs and develop new expertise, all of which affect our ability to utilize the expanded capacities as
anticipated. Also see “– Implementing our growth strategy and our business operations will depend on our
ability to maintain access to multiple funding sources on acceptable terms.” on page 44.

Hence, undue reliance should therefore not be placed on our historical installed capacity, historical effective
installed capacity and capacity utilization information for our existing manufacturing facilities included in
this Red Herring Prospectus.

27. Our business has grown rapidly in recent periods, and we may not be able to sustain our rate of growth in
the future.

Our business has grown rapidly in recent years. The table below sets forth certain metrics on a consolidated
basis for the period/year indicated:

As of and for the Fiscal ended For the three For the three
Particulars March 31, months ended June months ended June
2022 2023 2024 30, 2023 30, 2024
Revenue from 28,542.65 67,508.73 113,976.09 33,282.92 34,089.01
operations (₹ million)
Total Income (₹ 29,458.51 68,603.64 116,327.63 34,149.98 34,964.13
million)
EBITDA(1) (₹ 2,025.32 9,441.34 18,095.77 5,542.96 6,399.89
million)
EBITDA Margin(2) 6.88% 13.76% 15.56% 16.23% 18.30%
(%)
Restated profit before 1,183.73 6,771.50 17,342.01 4,573.62 5,305.29
tax (₹ million)
Restated Profit for the 796.50 5,002.77 12,743.77 3,382.73 4,011.25
Year/Period (₹
million)
PAT Margin(3) (%) 2.70% 7.29% 10.96% 9.91% 11.47%

(1) EBITDA has been calculated as restated profit for the year/period before exceptional items and taxes plus finance cost,
depreciation and amortization.
(2) EBITDA margin has been calculated as EBITDA divided by total income.
(3) PAT Margin has been calculated as restated profit for the year/period divided by total income.

Contributing factors include the increase in our installed capacity from 4GW as of March 31, 2022 to 12 GW
as of June 30, 2024 and the increase in our Export Sales is on account of net PV importers such as the United
States implementing several policies throughout time to reduce their reliance on China for PV products by
introducing tariff barriers such as anti-dumping duties. (Source: CRISIL Report, page 165) Module exports
experienced a significant uptick in Fiscal 2024 reaching a record high of 6,077 MW, up 87% year-on-year
due to higher prices in the international market – export price of domestic modules ranged from USD 0.29-
0.37 per Wp, a significant premium over domestic prices. Further, on February 4, 2022, the Biden

57
 administration extended the Section 201 tariffs imposed on the import of solar modules from China for four
years. (Source: CRISIL Report, page 173) On account of such policy measures, we witnessed a substantial
increase in our Export Sales.

We may not be able to sustain our historical growth rate for various reasons beyond our control. Success in
executing our growth strategy is contingent upon, among other factors: accurately prioritising geographic
markets for entry, including by making accurate estimates of addressable market demand; our ability to source
for materials at cost-effective prices; employing skilled employees and engaging appropriate contractors;
bidding for and winning solar energy projects on acceptable terms; effectively tracking bid policies and bid
updates; obtaining cost-effective financing needed for our expansion plans, including succeeding in our
strategy in relation to backward integration into solar cell manufacturing by setting up 5.4 GW solar cell
manufacturing capacity in Chikhli, Gujarat, up to 3 GW module manufacturing facility in the United States;
and the 6 GW capacity ingot-wafers, solar cells and modules manufacturing facility in Odisha under the PLI
Scheme; negotiating favourable payment terms with customers and entering into contractual arrangements
that are commercially acceptable to us; and continued availability of economic incentives along expected
lines.

Our existing operations, personnel and systems may not be adequate to support our growth and expansion
plans and we may be required to make additional investments in our business systems and processes, and
manage our employee base. As we expand our manufacturing operations as well as target new markets, we
also expect to encounter additional challenges in relation to regulatory hurdles and capital financing. These
factors may restrict our ability to take advantage of market opportunities, execute our expansion plans
successfully, respond to competitive pressures and maintain our historical growth rates.

28. We are dependent on third-party transportation providers for the supply of materials for our
manufacturing process and delivery of our finished products.

Our success depends on the supply and transport of the various materials required to our manufacturing
facilities from suppliers and of our finished products from our manufacturing facilities to our customers and
franchisees, which are subject to various uncertainties and risks. We use third-party freight and transportation
providers for the delivery of materials to manufacturing facilities and our finished products to customers.
Transportation strikes, if any, could have an adverse effect on supplies and deliveries to our customers and
from our suppliers. Further, on account of the COVID-19 pandemic, operations of these third-party
transportation providers were affected during the first quarter of Fiscal 2022.

In addition, materials and components, as well as our products shipped to customers, may be lost or damaged
in transit for various reasons including occurrence of accidents or natural disasters. There may also be a delay
in delivery of materials and products which may also affect our business and results of operations negatively.
In the event we fail to maintain a sufficient volume of materials and delivery of such materials to us is delayed,
we may be unable to meet orders in a timely manner or at all. Any such inability may result in loss of sales
opportunities that our competitors may capitalize on, thereby adversely affecting our business, financial
condition, results of operations, and cash flows. Any compensation received from insurers or third-party
transportation providers may be insufficient to cover the cost of any delays and will not repair damage to our
relationships with our affected customers. Although we have not encountered any instances of material delays
in the last three fiscals and the three months ended June 30, 2024, we cannot assure you that we will not
experience such delays in the future. We may also be affected by an increase in fuel costs, as it will have a
corresponding impact on freight charges levied by our third-party transportation providers.

The table below sets forth our transportation, freight, duty and handling charges as a percentage of our
revenue from operations for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Revenue from Revenue from Revenue from
million) million) million)
Operations (%) Operations (%) Operations (%)
Transportation 2,142.29 7.51% 2,964.56 4.39% 3,242.32 2.84%
freight, duty &
handling charges

58
 For the three months ended June 30, 2023 For the three months ended June 30, 2024
Percentage of Percentage of
Particulars Amount (₹
Amount (₹ million) Revenue from Revenue from
million)
Operations (%) Operations (%)
Transportation freight, duty 562.22 1.69% 1,130.82 3.32%
& handling charges

We could be required to expend considerable resources in addressing our distribution requirements, including
by way of absorbing these excess freight charges to maintain our selling price, which could adversely affect
our results of operations, or passing these charges on to our customers, which could adversely affect demand
for our products.

29. In the past, one of our Group Companies had failed to meet certain legal requirements of SEBI and the
Stock Exchanges. Further, in the past our Company and our Subsidiaries, Waaree Renewable
Technologies Limited and Indosolar Limited, had failed to meet certain legal requirements.

Waaree Technologies Limited, one of our Group Companies, whose equity shares are listed on the BSE, had
failed to comply with certain legal requirements of SEBI and the Stock Exchanges in the following instances:

(a) It had failed to comply with the requirements of Regulation 295 (1) of the SEBI ICDR Regulations. The
said regulation requires a company to implement a bonus issue within two months from the date of the
meeting of board of directors held to approve such bonus issue. Waaree Technologies Limited delayed
the implementation by six days, upon which the BSE imposed a penalty of ₹0.12 million on November
9, 2020. The penalty was paid on that same day.

(b) It did not appoint a qualified company secretary as the compliance officer, for the quarters ended
December 2018 and June 2023, in accordance with Regulation 6(1) of the SEBI Listing Regulations.
Consequently, on February 12, 2019 and August 21, 2023, the BSE had imposed a penalty of ₹0.11
million and ₹17,700, respectively.

(c) It failed to comply with Regulation 45(3) of SEBI Listing Regulations, which requires the prior consent
of the Stock Exchanges for change in name.

In case of such non-compliance of applicable laws in future, our reputation may be adversely affected.

Our Company has, in the past, had certain shortfalls and delays in complying with certain secretarial
procedural requirements. Our Company shall undertake corrective measures, as may be required, in relation
to such shortfalls and delays in due course. Further, Waaree Renewable Technologies Limited (“WRTL”),
one of our Subsidiaries, whose equity shares are listed on the BSE, had failed to comply with certain corporate
governance requirements, namely, non-compliance with the requirements pertaining to composition of the
board of directors of WRTL and a penalty of ₹0.12 million was levied which is yet to be paid. In order to
comply with the requirement, WRTL had appointed additional director in the meeting of its board of directors
held on July 22, 2021.

Further, Indosolar Limited (“Indosolar”), one of our Subsidiaries, had failed to comply with certain
requirements of the Stock Exchanges and the SEBI Listing Regulations, such as, inter alia, non-compliance
with the requirement of filing annual reports, non-submission of reconciliation of share capital audit report,
non-submission of statements showing of holding of securities and shareholding pattern. Further, the equity
shares of Indosolar are suspended from trading on the Stock Exchanges, post completion of its corporate
insolvency resolution process and due to the capital reduction process. In relation to the suspension, Indosolar
and our Company have filed representations before the Stock Exchanges to enable Indosolar to comply with
the minimum public shareholding norms. We cannot assure you that outcome of such representations will be
in our favour.

30. The growing reliance on renewable energy sources presents certain risks which may adversely affect our
business, results of operations, financial condition and cash flows.

The use of renewable energy in India presents several risks. The intermittent and unpredictable nature of
renewable energy sources, such as solar and wind power, can lead to inconsistent energy supply, potentially
disrupting manufacturing processes and causing production delays. Additionally, the current infrastructure

59
 for renewable energy in India may not be sufficiently developed to support large-scale industrial operations,
leading to potential reliability issues. The initial investment costs for renewable energy systems can be
substantial, and there may be ongoing maintenance and operational expenses that could impact the company’s
financial performance. Furthermore, the renewable energy sector is subject to various laws and regulations at
the central, state and local levels, which may change from time to time, and may impose various requirements,
obligations, restrictions, incentives, penalties and sanctions on our business activities, such as renewable
purchase obligations, domestic content requirements, tariffs, taxes, duties, subsidies, environmental
standards, health and safety norms, quality certifications, grid codes, market access, dispute resolution and
other matters, which may affect our compliance costs and risks, and may have a material adverse effect on
our business, results of operations, financial condition and cash flows. These factors combined could
adversely affect the company’s operational efficiency, financial stability, and overall competitiveness in the
market.

31. We will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net
proceeds from the Offer for Sale.

The Offer consists of a Fresh Issue and an Offer for Sale. Further, while our Company will receive proceeds
from the Fresh Issue, it will not receive any proceeds from the Offer for Sale. The Selling Shareholders will
be entitled to the net proceeds from the Offer for Sale, which comprises proceeds from the Offer for Sale net
of Offer Expenses shared by the Selling Shareholders, and we will not receive any proceeds from the Offer
for Sale.

32. There have been certain instances in the past involving our Company wherein there have been delays in
timely payment of our Company’s contribution to the employee provident fund. Our Company may be
subjected to penalties in case of any such delays in the future.

In the past, as indicated below, there have been certain instances where our Company has delayed in making
timely payments towards its contribution to the employee provident fund on account of technical error while
processing transaction.

Interest Delay (in

Name of Entity Relevant Act Fiscal Date of deposit Reason for Delay
amount (₹) days)
Waaree Energies Employees' 2024 - May 19, 2023 4 Payment delayed
Limited Provident funds due to technical
Scheme, 1952 error while
processing
transaction

While our Company has subsequently made the requisite contribution and there are no outstanding dues as
on the date of this Red Herring Prospectus, there can be no assurance that in the future such delays shall not
occur. Any delay in payment of such statutory dues in the future may subject us to statutory and regulatory
action, including penalties.

33. Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on
our financial condition.

We are required to make certain payments to various statutory authorities from time to time, including but
not limited to payments pertaining to employee provident fund, employee state insurance, income tax and
excise duty. The table below sets forth the details of the statutory dues paid by our Company in relation to
our employees for the periods indicated below:

Name of Interest Date of Reason for

Relevant Act Fiscal Delay (in days)
Entity amount (₹) deposit delay
Waaree Employees' 2024 - May 19, 2023 4 Payment
Energies Provident delayed due
Limited funds to technical
Scheme, error while
1952 processing
transaction
Employees 2024 - May 19, 4 Payment
State 2023 delayed

60
Name of Interest Date of Reason for
Relevant Act Fiscal Delay (in days)
Entity amount (₹) deposit delay
Insurance due to
Act, 1948 technical
error while
processing
transaction
Employees 2024 - August 16, 1 Payment
State 2023 delayed
Insurance due to
Act, 1948 technical
error while
processing
transaction
Employees 2024 - August 19, 4 Payment
State 2023 delayed
Insurance due to
Act, 1948 technical
error while
processing
transaction
Employees 2024 - September 1 Delay on
State 16, 2023 account of
Insurance technical
Act, 1948 glitch
Employees 2024 - November 1 Payment
State 16, 2023 delayed due
Insurance to technical
Act, 1948 error while
processing
transaction
Employees 2024 - March 16, 1 Payment
State 2024 delayed due
Insurance to technical
Act, 1948 error while
processing
transaction
Employees 2024 - April 16, 1 Payment
State 2024 delayed due
Insurance to technical
Act, 1948 error while
processing
transaction
Employees 2025 - May 30, 15 Delay on
State 2024 account of
Insurance technical
Act, 1948 glitch and
inadvertent
delay on
account of
oversight
Profession 2024 - November 22, 2 Payment
Tax Act, 1987 2023 delayed due
to technical
error while
processing
transaction
Profession 2024 - December 22, 2 Payment
Tax Act, 1987 2023 delayed due
to technical
error while
processing
transaction
Profession 2024 - January 25, 5 Payment
Tax Act, 1987 2024 delayed due
to technical

61
 Name of Interest Date of Reason for
Relevant Act Fiscal Delay (in days)
Entity amount (₹) deposit delay
error while
processing
transaction

Number of employees of our Company:

As of March 31, As of June 30,

Particulars
2022 2023 2024 2023 2024
Total employees 532 883 1,357 1,014 1,428

We cannot assure you to that we will be able to pay our statutory dues timely, or at all, in the future. Any
failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as well
as significant penalties, and may adversely impact our business, results of operations, cash flows and financial
condition.

34. We have in the past entered into a number of related party transactions and may continue to enter into
related party transactions in the future on an arm’s length basis, and there can be no assurance that we
could not have achieved more favourable terms if such transactions had not been entered into with related
parties.

In the ordinary course of our business, we have entered into transactions with related parties during Fiscal
2022, 2023 and 2024 and three months ended June 30, 2023 and June 30, 2024, and from time to time, we
may enter into related party transactions in the future. While all such transactions have been conducted on an
arm’s length basis, in accordance with the Companies Act and other applicable regulations pertaining to the
evaluation and approval of such transactions and all related party transactions that we may enter into post-
listing, will be subject to Board or Shareholders’ approval, as necessary under the Companies Act, the SEBI
Listing Regulations and other application laws. Further, it is likely that we may enter into additional related
party transactions in the future. Such future related party transactions may potentially involve conflicts of
interest. The table below provided details of our arithmetic aggregated absolute total related party transactions
as a percentage of revenue from operations in the period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Vertical Amount (₹ Revenue from Amount (₹ Revenue from Amount (₹ Revenue from
million) Operations million) Operations million) Operations
(%) (%) (%)
Arithmetic 574.11 2.01% 36.68 0.05% 982.97 0.86%
aggregated
absolute total of
related party
transactions*
*
Arithmetic aggregated absolute total of related party transactions is defined as all related party transactions including debits, credits and
balance sheet transactions without netting off and includes sale of finished goods, purchase of cost of materials consumed, sale of scrap, loans
taken from Directors and interest on such loans, short term employee benefits and director sitting fees. Above figures are a consolidated basis
and are post inter-company elimination.

For the three months ended June 30, 2023 For the three months ended June 30, 2024
Percentage of Percentage of
Vertical Amount (₹ Amount (₹
Revenue from Revenue from
million) million)
Operations (%) Operations (%)
Arithmetic aggregated 598.26 1.80% 15.22 0.04%
absolute total of related
party transactions*
*
Arithmetic aggregated absolute total of related party transactions is defined as all related party transactions including debits, credits
and balance sheet transactions without netting off and includes sale of finished goods, purchase of cost of materials consumed, sale of
scrap, loans taken from Directors and interest on such loans, short term employee benefits and director sitting fees. Above figures are
a consolidated basis and are post inter-company elimination.

62
 Further, certain related party transactions undertaken by our Company such as loans granted, loans received,
purchases from, sales to and capital advance given to related parties constituted more than 10% of total
transactions of similar nature in the last three Fiscals and three months ended June 30, 2024.

In addition, we have provided loans to certain of our related parties in the last three Fiscals and three months
ended June 30, 2024 which are repayable on demand and will be repaid by the relevant related party. As of
March 31, 2022, 2023 and 2024 and as of June 30, 2023 and 2024, loans and advances to related parties
including companies / LLPs where directors are interested amounted to ₹ 122.95 million, ₹ 131.11 million, ₹
144.27 million, ₹ 133.97 million and ₹ 141.43 million. The amount of loans provided to such related parties
are not material and will not have any material impact in the financials of our Company. For example, our
Company has also provided a guarantee of ₹ 369.80 million on behalf of our step-down subsidiary, Waaree
PV Technologies Private Limited, for ₹369.80 million loan availed by it from IREDA and ₹ 209.68 million
for our Subsidiary, Waaree Solar Americas Inc. located in the United States. For further information on our
related party transactions, see “Summary of the Offer Document – Related party transactions” and “Related
party transactions” on pages 25 and 452, respectively.

35. Our Restated Consolidated Summary Statements for the relevant financial reporting periods are not
comparable on account of certain acquisitions and divestments made by our Company in the relevant
financial reporting periods.

We have completed certain acquisitions and divestments in the last three fiscals. For further details, see
“History and Certain Corporate Matters – Details of material acquisition or divestments in the last 10 years”
on page 275. In particular, in 2022 we have acquired 96.15% of the equity share capital of Indosolar Limited,
a company engaged in the manufacture of solar cells and modules, in accordance with the Indosolar Limited
resolution plan for a total consideration of ₹1,897.93 million. Our Company received the approval of the
resolution plan on April 21, 2022. Following the approval of the resolution plan by the NCLT Delhi, our
Company was required to facilitate (i) payment of ₹945.83 million towards the settlement of claims of the
financial and other creditors of Indosolar Limited along with the cost of the CIRP; and (ii) infuse fresh funds
of ₹952.10 million into Indosolar Limited towards its capital expenditure and working capital requirements.
These amounts were required to be paid by our Company over a period of 24 months from the effective date
of the resolution plan, i.e., April 21, 2022. In Fiscal 2023, our Company has undertaken an equity infusion of
₹ 400.00 million. In Fiscal 2023 and Fiscal 2024 and for three months ended June 30, 2024, our Company
infused ₹ 217.30 million, ₹ 804.76 million and ₹ 177.66 million, respectively, into Indosolar Limited through
loan towards payment of CIRP cost, financial creditors, operational creditors, workmen and employees dues
and accounted acquisition as per the terms of the resolution plan. As of June 30, 2024, our Company has paid
the entire amount to various creditors of Indosolar Limited, and as on the date of this Red Herring Prospectus
no amount is outstanding.

Potential investors should carefully take into account the discussion above, our Restated Consolidated
Summary Statements, and the discussions in “Management’s Discussion and Analysis of Financial
Conditions and Results of Operations – Presentation of Financial Information” on page 462, in evaluating
our business and financial performance and in making any investment decision.

36. The loss of one or more members of our senior management or key employees may adversely affect our
ability to conduct our business and implement our strategy. Our success depends upon our management
team and skilled personnel and our ability to attract and retain such persons.

We benefit from the experience of our Board of Directors and the senior management team who have
extensive industry knowledge and expertise, and the loss of any of them could adversely affect our business,
growth and results of operations. Our Board of Directors and our senior management have been instrumental
in implementing our growth strategies and expanding our business.

We also depend on our ability to retain and motivate key employees and attract qualified new employees.
Because the renewable energy industry is relatively new in India, there is a scarcity of skilled personnel with
experience in the industry. If we lose a member of the management team or a key employee, we may not be
able to replace him or her. The following table sets forth the attrition rate of the years/period indicated:

63
 As of March
As of March As of March As of June As of June
31/For the
31/For the 31/For the 30/For the three 30/For the three
Particulars Fiscal ended
Fiscal ended Fiscal ended months ended months ended
March 31,
March 31, 2022 March 31, 2023 June 30, 2023 June 30, 20234
2024
Total number of 538 888 1,630 1,019 1,752
employees
Attrition Rate(%)(1) 38.21 16.36 18.96 5.32 4.68
Note:
(1)
Attrition rate has been calculated as the number of employees who have resigned during the period, divided by the number of
employees existing as of the beginning of the period and the numbers of employees who have joined during the period. Our attrition rate
for the three months ended June 30, 2023 and June 30, 2024 are not comparable to the annual attrition rate since these are unannualized.

The main reason for relatively higher attrition amongst our employees in Fiscal 2022, which we believe was
due to the competitive nature of our industry. We anticipate that the attrition rate may continue to be high due
to the competition in our industry. For details in the change in KMPs in the last three Fiscals, please see “Our
Management - Changes in the Key Managerial Personnel and Senior Management in last three years” on
page 313.

Further, India has stringent labour legislation that protects the interests of workers, including legislation that
sets forth detailed procedures for the establishment of unions, dispute resolution, and employee removal, and
legislation that imposes certain financial obligations on employers upon retrenchment. Our employees are
not unionized. However, in the event that our employees seek to unionize, it may become difficult for us to
maintain flexible labour policies, which may increase our costs and adversely affect our business.

37. Unsatisfactory performance of or defects in our products may cause us to incur additional expenses and
warranty costs, damage our reputation and cause our sales to decline.

Our products may contain defects that are not detected until after they are shipped or inspected by our
customers. Our modules are typically sold with a 12-year warranty for product manufacturing defects and
with a 30-year warranty relating to output performance of our modules. If a manufacturing defect is
discovered during the relevant warranty period, we are required to either repair or replace the solar module
or refund the purchase price of the module without interest or any charge. As we continue to expand our
operations and increase our sales in existing and new markets, we may be exposed to increased warranty
claims.

The table below provides details of our warranty expenses and provision for warranty as a percentage of our
revenue from operations the years indicated:

As at March 31/ For Fiscal As at March 31/ For Fiscal As at March 31/ For Fiscal
2022 2023 2024
Percentage of Percentage of Percentage of
Particulars
Amount (₹ revenue from Amount (₹ revenue from Amount (₹ revenue from
million) operations million) operations million) operations
(%) (%) (%)
Warranty 136.69 0.48% 286.22 0.42% 543.66 0.48%
Expense
Provisions for 412.02 1.44% 689.52 1.02% 1,194.18 1.05%
Warranty*
* Includes current and non-current provisions

The table below provides details of our warranty expenses and provision for warranty as a percentage of our
revenue from operations the periods indicated:

As at June 30/ For the three months As at June 30/ For the three months ended
ended June 30, 2023 June 30, 2024
Particulars Percentage of
Amount (₹ Amount (₹ Percentage of revenue
revenue from
million) million) from operations (%)
operations (%)
Warranty Expense 164.40 0.49% 158.39 0.46%
Provisions for Warranty* 835.58 2.51% 1,328.10 3.90%
* Includes current and non-current provisions

64
 We may incur significant repair and replacement costs associated with such claims. Further, we are exposed
to product liability claims in the event that the use of our products results in property damage or personal
injury, whether as a result of product malfunctions, defects, improper installations or other causes. The
successful assertion of product liability claims against us could result in potentially significant monetary
damages and require us to make significant payments. Whilst there have been certain claims in the past,
however, those were settled.

The table below sets forth our other customer liability as a percentage of our revenue from operations for the
year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Revenue from Revenue from Revenue from
million) million) million)
Operations (%) Operations (%) Operations (%)
Other Customer 1.34 0.00% 879.96 1.30% 2,521.52 2.21%
Liability*
* Other customer liability includes claims in relation to products non conformity with the agreed specifications or defects,
and incorrect product specifications.

For the three months ended June 30, 2023 For the three months ended June 30, 2024
Particulars Amount (₹ Percentage of Revenue Amount (₹ Percentage of Revenue
million) from Operations (%) million) from Operations (%)
Other Customer Liability* 1,258.96 3.78% 2,505.54 7.35%
* Other customer liability includes claims in relation to products non conformity with the agreed specifications or defects,
and incorrect product specifications.

Whilst there have been an increasing trend in other customer liability, however, this has been consistent with
the increase in our revenue from operations. We cannot assure you that such claims will not increase in future,
which may have an adverse impact on our financial condition.

Although we have availed product liability insurance coverage, such insurance coverage may be limited and
may not be adequate to fully cover any such claim or damages, and we may not have adequate resources to
satisfy a judgment in the event of a successful claim against us. In addition, real or perceived product defects
could cause significant damage to our market reputation resulting in decrease in sales and market share. An
inability to maintain the consistency and quality of our products and manufacturing process could result in
substandard quality or performance of our products. If we deliver our products with defects, or if there is a
perception that our products are of substandard quality, we may incur substantially increased costs associated
with returns or replacements of our products, our credibility and market reputation could be harmed and our
sales and market share may be adversely affected.

38. An inability to accurately forecast demand or price for our products and manage our inventory may
adversely affect our business, results of operations, financial condition, and cash flows.

Our business depends on production decisions made in advance based on our estimate of the demand for our
products from customers or franchisees taking into account historical trends. We typically maintain a
reasonable level of inventory of materials, work in progress, traded goods and finished goods.

The table below sets forth certain parameters for the year/period indicated:

As of March 31, As of March 31, As of March 31, As of June 30, As of June

Particulars
2022 2023 2024 2023 30, 2024
Inventories (₹ 5,381.66 27,088.67 25,855.31 22,735.55 26,636.82
million)
Inventory Turnover 5.11 3.17 3.31 1.06* 0.96*
Ratio (number of
times)(1)
* On an unannualized basis
(1)
Calculated as cost of goods sold divided by average inventory.

If we overestimate demand for our products, we run the risk of purchasing more materials than necessary,
which could expose us to risks and costs associated with prolonged storage of some of these materials, and

65
 materially affect our results of operations. Conversely, if our customers or franchisees place orders for greater
quantities of products compared to their historical requirements, we may not be able to adequately source the
necessary materials in a timely manner, and may not have the required available manufacturing capacity to
meet such demand, leading to loss of business. In addition, if all or a significant number of our suppliers for
any particular material are unable or unwilling to meet our requirements or our estimates fall short of the
demand, we could suffer shortages or significant cost increases. Continued supply disruptions could exert
pressure on our costs, and we cannot assure that all or part of any increased costs can be passed along to our
customers or franchisees in a timely manner or at all, which could adversely impact our business, prospects
and financial performance.

39. Improper storage, processing and handling of materials and products may cause damage to our inventory
leading to an adverse effect on our business, results of operations and cash flows.

Our inventory primarily consists of materials and components used in our manufacturing operations, and
finished products. Our materials, manufacturing processes and finished products are susceptible to damage
or contamination if not appropriately stored, handled and processed, which may affect the quality of the
finished product. Although there have been no such material incidents that have occurred in the last three
Fiscals and three months ended June 30, 2024, should such an incident happens in the future, we cannot
assure you that it will not result in the losses of inventory. In the event such damage or contamination is
detected at the manufacturing facility during quality checks, we may have to suspend manufacturing
activities, and lower capacity utilizations, which could materially and adversely affect our business prospects
and financial performance. Improper storage may also result in higher than usual damage to our inventory due
to adverse weather conditions or longer than usual storage periods, which may also require us to incur
additional expenses in replacing that portion of the inventory and/ or incur additional expenses in maintenance
and improvement of our storage infrastructure, which may adversely affect our profit margin.

40. We have in the past paid rent to certain Promoter Group individuals

We have in the past paid rent to Mr. Chimanlal Doshi and Ms. Rasila Doshi, members of our Promoter Group,
as per Ind AS 24 – Related Party Disclosures, for properties located at Mumbai and leased by us. The term
of the lease entered into with Mr. Chimanlal Doshi is for a period of 10 years commencing June 1, 2015 while
the term of the lease entered into with Ms. Rasila Doshi is for a period of 10 years commencing May 1, 2015.
The table below sets forth rent paid by us to such individuals as a percentage of our revenue from operations
for the year/period indicated:

Fiscal 2022 Fiscal 2023 Fiscal 2024

Percentage of Percentage of Percentage of
Particulars Amount (₹ Amount (₹ Amount (₹
Revenue from Revenue from Revenue from
million) million) million)
Operations (%) Operations (%) Operations (%)
Rent paid to Mr. 15.58 0.05% 22.14 0.03% 22.14 0.02%
Chimanlal Doshi
(A)
Rent paid to Ms. 7.79 0.03% 10.17 0.02% 10.16 0.01%
Rasila Doshi (B)
Total (C = A+B) 23.37 0.08% 32.31 0.05% 32.30 0.03%

For the three months ended June 30, 2023 For the three months ended June 30, 2024
Percentage of Percentage of
Particulars Amount (₹ Amount (₹
Revenue from Revenue from
million) million)
Operations (%) Operations (%)
Rent paid to Mr. Chimanlal 4.69 0.01% 4.69 0.01%
Doshi (A)
Rent paid to Ms. Rasila 2.14 0.01% 2.14 0.01%
Doshi (B)
Total (C = A+B) 6.83 0.02% 6.83 0.02%

We anticipate that we will continue to pay rent to such Promoter Group individuals in future. Further, there
cannot be any assurances that such leases will be renewed once they are expired. Any significant increase in
the amounts paid as rent to such Promoter Group individuals may have an adverse impact on our cash flows
and financial condition.

66
41. We may be subject to significant risks and hazards when operating and maintaining our manufacturing
facilities, for which our insurance coverage might not be adequate.

We maintain an amount of insurance protection that we consider adequate including insurance policy
covering fire, damage to buildings, plant and machinery, stocks (materials and finished products), vehicles,
and policy covering damage to stocks. We may not have identified every risk and further may not be insured
against every risk because such risks are either uninsurable or not insurable on commercially acceptable
terms, including operational risk that may occur and the occurrence of an event that causes losses in excess
of the limits specified in our policies, or losses arising from events or risks not covered by insurance policies
such as COVID-19 and other pandemics, or due to the same being inadequate, could materially harm our cash
flows, financial condition and future results of operations. We cannot provide any assurance that our
insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which
we may be subject. In addition, our insurance coverage expires from time to time. We apply for the renewal
of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals
will be granted in a timely manner, at acceptable cost or at all. While there has been no instance in the last
three Fiscals and three months ended June 30, 2024 where any event occurred where we experienced losses
exceeding our insurance coverage, there is no assurance that such instance will not arise in the future. In
addition, we have submitted an insurance claim for losses as a result of a theft of raw material inventory at
our manufacturing facility at Chikhli, Gujarat in September 2022 by the employees of a sub-contractor
amounting to ₹ 105.80 million (net of recovery amounting to ₹ 51.96 million) as of June 30, 2024. As on the
date of this Red Herring Prospectus, survey and claim assessment is in process by the insurance company and
the claim amount has not been paid to us. We cannot assure you that we will be successful in receiving the
insurance claim.

The table below provides details of our insurance cover for the year/period indicated:

For the three For the three

Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 months ended months ended
June 30, 2023 June 30, 2024
Insurance cover for 31,396.10 47,345.67 207,472.47 189,690.94 112,336.81
property, plant and
equipment, and
inventory (₹
million)
Gross block of 12,112.57 42,896.84 53,224.08 41,769.66 57,217.97
property, plant and
equipment
including solar
power plant, CWIP
and inventory (₹
million)
Insurance cover as a 259.20 110.37 389.81 454.14 196.33
percentage of gross
block of property,
plant and equipment
including solar
power plant, CWIP
and inventory (%)

To the extent that we suffer loss or damage, or successful assertion of one or more large claims against us for
events for which we are not insured, or which exceeds our insurance coverage or where our insurance claims
are rejected, the loss would have to be borne by us and our results of operations, financial performance and
cash flows could be adversely affected. For further information on our insurance arrangements, see “Our
Business – Insurance” on page 259.

42. We have certain contingent liabilities that have been disclosed in our financial statements, which if they
materialize, may adversely affect our results of operations, cash flows and financial condition.

67
 As at June 30, 2024, our contingent liabilities as per Ind AS 37 that have been disclosed in our Restated
Consolidated Summary Statements, were as follows:

Amount
Particulars
(₹ million)
Contingent liabilities not provided for:
Claims against the parent company not acknowledged as debts 99.69
Disputed statutory liability of parent Company 240.36
Guarantee/indemnity given by parent company to others 1,394.84

If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash
flows, financial condition and results of operations. For further information on contingent liabilities as per
Ind AS 37 as of June 30, 2024, see “Restated Consolidated Summary Statements – Annexure VI – Note 45
Contingent Liabilities, Contingent Assets and Capital Commitments” on page 407.

43. We and our Subsidiaries have availed of certain unsecured borrowings which are repayable on demand.

We had unsecured borrowings that include loans from related parties, loans from directors and inter-corporate
deposits. As of March 31, 2022, 2023 and 2024 and as of June 30, 2023 and 2024, such unsecured loans
amounted to ₹ 58.85 million, ₹ 58.76 million, ₹ 108.39 million, ₹ 11.56 million and ₹ 1.36 million,
respectively. As on June 30, 2024, our Subsidiaries have availed certain unsecured borrowings from third
parties in the form of inter-corporate deposits (“ICDs”) aggregating to nil, which in accordance with the terms
of such borrowings, are required to be repaid either on demand or as a bullet payment at the end of the term.
In addition, our Subsidiaries have availed loans amounting to ₹ 2,854.67 million from related parties and
from directors amounting to nil, as on June 30, 2024.

In the event the relevant lender demands repayment of the outstanding amount from our Subsidiaries, at any
time during the tenor of the ICDs, and if any of our Subsidiary is unable to repay such outstanding amount at
that point in time, the same shall constitute an event of default under the relevant borrowing arrangement and
may also trigger cross default clauses in other borrowing arrangements, which in turn may affect our
creditworthiness and future availability of financing.

For further details, see “Financial Indebtedness” on page 507.

44. There are outstanding material legal proceedings involving our Company, Subsidiaries, Promoters and
Directors.

There are outstanding legal proceedings involving our Company, Subsidiaries, Promoters and Directors
which are pending at different levels of adjudication before various courts, tribunals and other authorities.
Such proceedings could divert our management’s time and attention and consume financial resources in their
defence or prosecution. The amounts claimed in these proceedings have been disclosed to the extent
ascertainable and quantifiable and include amounts claimed jointly and severally. Any unfavourable decision
in connection with such proceedings, individually or in the aggregate, could materially adversely affect our
reputation, business, financial condition and results of operations.

A summary of such outstanding material legal proceedings involving our Company, Subsidiaries, Directors
and Promoters as on the date of this Red Herring Prospectus is set out below:

Disciplinary actions
Aggregate
Statutory or by the SEBI or Material
Name of Criminal Tax amount involved
Regulatory Stock Exchanges Civil
Entity Proceeding Proceeding (₹ million, to the
Proceeding against our Litigation
extent quantifiable)
Promoters
Company
By our Company 3 - - Not applicable 1 321.97
Against our 1 22 - Not applicable - 251.92
Company
Directors
By our Directors - - - Not applicable - -

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 Disciplinary actions
Aggregate
Statutory or by the SEBI or Material
Name of Criminal Tax amount involved
Regulatory Stock Exchanges Civil
Entity Proceeding Proceeding (₹ million, to the
Proceeding against our Litigation
extent quantifiable)
Promoters
Against our 1 9 - Not applicable - 3.15
Directors
Promoters
By our - - - Not applicable - -
Promoters
Against our 1# 9* - - - 3.15
Promoters
Subsidiaries
By our 1 - - Not applicable - 6.88
Subsidiaries
Against our - 39 - Not applicable - 1.10
Subsidiaries
*
Includes 9 matters involving our Directors, Hitesh Chimanlal Doshi and Viren Chimanlal Doshi, aggregating to ₹ 3.15 million.
#
Includes first information report registered against our Directors, Hitesh Chimanlal Doshi and Viren Chimanlal Doshi.
Note: As at June 30, 2024, our Company has considered ₹99.69 million, being the potential liabilities arising from its outstanding litigations
as contingent liability as per Ind AS 37 and has included such amounts in the schedule of contingent liabilities to the Restated Consolidated
Summary Statements. As at June 30, 2024, the total contingent liabilities of our Company was ₹1,734.89 million which was 3.88% of the net
worth of our Company as on that date.

As on the date of this Red Herring Prospectus, there are no litigation involving the Group Companies which
may have a material impact on our business, and results of operations.

For further information, see “Outstanding Litigation and Other Material Developments” at page 511.

45. Our Directors have been unable to locate specific records of their prior experience to supplement their past
experience and therefore we have been constrained to include limited disclosure for their respective
profiles in this Red Herring Prospectus.

Our Directors have been unable to trace records for a certain period of their prior experience. Accordingly,
we have been constrained to include limited disclosures in relation to their prior experience as part of their
profiles to the extent relevant documentation was available with them. For further details of their profiles, see
“Our Management- Board of Directors- Brief profiles of our Directors” on page 294.

46. Compliance with, and changes in, environmental, health and safety laws and regulations or stringent
enforcement of existing environmental, health and safety laws and regulations may result in increased
liabilities and increased capital expenditures which may adversely affect our business, results of operations
and cash flows.

Our operations are subject to environmental, health and safety and other regulatory and/or statutory
requirements in the jurisdictions in which we operate and involve the use, handling, generation, processing,
storage, transportation, and disposal of certain materials during the manufacturing of our products. As we
introduce backward integration measures such as manufacturing solar cells and establish an integrated
manufacturing facility, even more stringent environmental, health and safety regulations will be applicable
to us at local, state, national, and international levels. We have to obtain certain environmental permits in
order to conduct our business. Some of the materials used in our manufacturing processes can generate
hazardous waste and improper handling of these materials can result in non-compliance with existing
environmental laws and regulations, include those governing the discharge of pollutants into the air and water,
the use, management, and disposal of certain materials, the clean-up of work sites and occupational health
and safety. Improper handling of materials, if any, can contribute to air and water pollution and pose health
and environmental risks to our employees. As we execute our long-term strategic plans our environmental
compliance burden may continue to increase in terms of magnitude and complexity.

For further information on the nature of approvals and licenses required for our business, see “Government
and Other Approvals” on page 515. In addition, we have, and may need to in the future, apply for certain
additional approvals, including the renewal of approvals, which may expire from time to time. For details in
relation to validity of our licenses and registrations, see “Government and Other Approvals” on page 515.
There is no assurance that such approvals and licenses will be granted or renewed in a timely manner or at all
or will not be withdrawn by the relevant governmental or regulatory authorities. Failure to obtain or renew

69
 such approvals and licenses in a timely manner or a withdrawal of any our licenses or registrations would
make our operations non-compliant with applicable laws and may result in imposition of penalties by relevant
authorities, and may also prevent us from carrying out our business operations, in turn affecting our prospects,
growth and results of operations.

47. The loss of accreditation for our manufacturing facilities and operations could damage our reputation,
business, results of operations and cash flows.

Our quality certifications and accreditations are critical for sales to our customers. Our laboratory is NABL
accredited, and we have also obtained various quality and process certifications including ISO 9001:2015,
ISO 14001:2015 and ISO 45001:2018. Our manufacturing facilities and operating process are also audited
by third party auditors. In the event we fail to comply with the requirement of undergoing third-party audits,
or fail our audits, we may be in breach of our arrangements with certain customers. In the event we are unable
to comply with the accreditation criteria or if such agencies find that we are not in compliance with the
standards and norms prescribed, our accreditation may be revoked or we may not be granted accreditation.
To ensure continued accreditation with such agencies, we must ensure consistency and maintain the quality
of our products and our manufacturing processes. If we lose one or more of our accreditations or certifications,
our reputation and business prospects may be adversely affected.

48. Inability to meet the quality standard norms prescribed by applicable regulatory authorities in the markets
we sell our products could result in the sales of our products being banned or suspended or becoming
subject to significant compliance costs, which could have a material adverse effect on our business, results
of operations and cash flows.

The quality of the products being manufactured by us is open to independent verification by various
regulatory authorities in the markets we sell our products. These regulatory authorities may carry out
inspection of our manufacturing facilities, stores, laboratory, equipment, machinery, manufacturing or other
processes and sample checks on any material or component in relation to our product at short notice or without
notice. Such regulatory authorities could impose fines or issue us show cause notices if the samples are not
in conformity with the prescribed quality norms. Although we have not faced any such significant issues in
the past, there can be no assurance that we will not be so penalised in the future. Failure on our part to adhere
to the quality norms prescribed by such regulatory authorities could lead to recall of our products or we may
be liable to pay a penalty. Any such adverse order could generate adverse publicity about us and our products,
which could have a material adverse effect on our business prospects and financial performance.

49. An inability to obtain or maintain regulatory approvals and permits required for our business operations
in a timely manner may adversely affect our business, results of operations and cash flows.

Majority of our revenue comes from our sale of solar PV modules. Our manufacturing business requires
various governmental approvals and may be subject to restrictions or regulations stipulated by the relevant
government authorities, which can vary from state to state.

For instance, in relation to our sale of services, particularly, EPC services, we may be required to obtain
certain regulatory approvals and permits in connection with our provision of these services. Some of these
approvals are granted for a limited duration. Some of these approvals have expired and we have made an
application for obtaining the approval for its renewal. For further details, see the section titled “Government
and Other Approvals” on page 515. Although we have not experienced any delays in the past in obtaining or
renewing such approvals and permits, we cannot assure you that we will be able to obtain or renew such
approvals in a timely manner, or at all, in the future. If we fail to obtain or renew such licenses, approvals,
registrations and permits in a timely manner, we may not be able to continue our manufacturing operations
and fulfil our contractual obligations in a timely manner, if at all, which could adversely affect our business
and results of operations. There may also be delays on the part of governmental authorities in reviewing
applications and granting approvals. Any delay or failure in the issuance of an approval essential to our
operations or the imposition of onerous conditions may impair our ability to meet contractual deadlines and
expose us to contractual liability for breach of contract.

Similarly, expansion of our manufacturing facilities and backward integration measures may require
obtaining additional licenses, permits and approvals from statutory bodies. We cannot assure you that we will
be able to obtain or renew such approvals in a timely manner, or at all. If we fail to obtain or renew such
licenses, approvals, registrations and permits in a timely manner, our commissioning date for our expansion

70
 plans and backward integration plans may be delayed, which could adversely affect our business and results
of operations.

Furthermore, government approvals and licenses are subject to numerous conditions, including regular
monitoring and compliance requirements, some of which are onerous and require us to incur substantial
expenditure. We may incur substantial costs, including clean up and/or remediation costs, fines and civil or
criminal sanctions, as a result of violations of or liabilities under environmental or health and safety laws,
which may have a material adverse effect on our business or financial condition. We cannot assure you that
approvals, licenses, registrations, consents and permits issued to us would not be suspended or revoked in the
event of non-compliance with any terms or conditions thereof, or pursuant to any regulatory action.

50. If we are unable to establish and maintain effective internal controls and compliance system, our business
and reputation could be adversely affected.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size
and complexity of operations. Our internal audit functions make an evaluation of the adequacy and
effectiveness of internal systems on an ongoing basis so that our operations adhere to our policies, compliance
requirements and internal guidelines. We periodically test and update our internal processes and systems and
there have been no past material instances of failure to maintain effective internal controls and compliance
system. However, we are exposed to operational risks arising from the potential inadequacy or failure of
internal processes or systems, and our actions may not be sufficient to ensure effective internal checks and
balances in all circumstances.

We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain
effective internal controls over our financial reporting so that we produce reliable financial reports and
prevent financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis.
Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses
in judgment and failures that result from human error. Any lapses in judgment or failures that result from
human error can affect the accuracy of our financial reporting, resulting in a loss of investor confidence and
a decline in the price of our equity shares. For example, there was a theft of raw material inventory at our
manufacturing facility at Chikhli, Gujarat in September 2022 by the employees of a sub-contractor amounting
to ₹ 105.80 million (net of recovery amounting to ₹ 51.96 million) as of June 30, 2024.

Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit us
and our employees and intermediaries from bribing, being bribed or making other prohibited payments to
government officials or other persons to obtain or retain business or gain some other business advantage. We
participate in collaborations and relationships with third parties whose actions could potentially subject us to
liability under these laws or other local anti-corruption laws. While our code of conduct requires our
employees and intermediaries to comply with all applicable laws, and we continue to enhance our policies
and procedures in an effort to ensure compliance with applicable anti-corruption laws and regulations, these
measures may not prevent the breach of such anti-corruption laws, as there are risks of such breaches in
emerging markets, such as India, including within the solar energy industry. If we are not in compliance with
applicable anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other
sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business,
financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations
of anti-corruption laws by the relevant authorities could also have an adverse impact on our business and
reputation.

As we continue to grow, there can be no assurance that there will be no other instances of such inadvertent
non-compliances with statutory requirements, which may subject us to regulatory action, including monetary
penalties, which may adversely affect our business and reputation.

51. Some of our corporate records relating to changes in the share capital of our Company, allotments made
by our Company, and transfers and acquisitions of Equity Shares made by our Promoters, are not
traceable.

Our Company has not been able to trace certain corporate records such as RoC form filings and share transfer
forms. Information in relation to such changes in share capital, allotments, changes in registered office,
amendment to memorandum of association, appointment of directors, creation and modification of charge
and certain acquisitions and transfers made by our Promoters has been disclosed in the sections “History and

71
 Certain Corporate Matters” and “Capital Structure” on pages 273 and 110, in this Red Herring Prospectus,
based on the statutory register of members, minutes of the meetings of our Board (to the extent available),
annual reports of our Company, bank and demat statements, depository instruction slips, and information
available with our Company. We have been unable to trace these documents despite commissioning a detailed
search (including online search) at the RoC through an independent practicing company secretary, Mr. Sushil
Pramod Talathi (“Practicing Company Secretary”), to trace records and filings available with the RoC and
reliance has been placed on the certificate dated September 24, 2021 read with reliance letter dated December
27, 2023 issued by the Practicing Company Secretary. Our Company by its letter dated September 24, 2024
has intimated the RoC of the missing/untraceable corporate records and form filings which were filed by our
Company with the RoC.

Further, we may not be able to furnish any further document evidencing the aforesaid details. We cannot
assure you that the abovementioned corporate records will be available in the future. Further, we cannot
assure you that our Company has filed such forms and filings in a timely manner or at all, in the past. Although
no regulatory action/ litigation is pending against us in relation to such untraceable secretarial and other
corporate records and documents and the amount of penalty is not likely to be material, we cannot assure you
that we will not be subject to penalties imposed by regulatory authorities in this respect.

52. Our Company has issued Equity Shares at a price that may be lower than the Offer Price in the last 12
months.

Our Company has, undertaken allotments of Equity Shares in the last 12 months preceding the date of this
Red Herring Prospectus, details of which are as follows:

Face Issue
Number
Date of value price
of
allotment per per Form of Reason of
Equity Names of the allottees*
of Equity Equity Equity consideration allotment
Shares
Shares Share Share
allotted
(₹) (₹)
October 191,022 10 70 Allotment of 191,022 Equity Cash Allotment
23, 2023 Shares to 193 employees of the pursuant to ESOP
Company covered under the ESOP Scheme
Scheme
January 194,446 10 70 Allotment of 152,778 Equity Cash Allotment
11, 2024 Shares to Hitesh Pranjivan Mehta pursuant to ESOP
and 41,668 Equity Shares to Sunil Scheme
Nandkishor Rathi, under the ESOP
Scheme
52,083 10 10 Allotment of 52,083 Equity Shares Cash Allotment
to Sunil Nandkishor Rathi, under pursuant to ESOP
the ESOP Scheme Scheme
January 833,333 10 10 Allotment of 833,333 Equity Cash Allotment
30, 2024 Shares to Hitesh Pranjivan Mehta, pursuant to ESOP
under the ESOP Scheme Scheme
February 30,705 10 70 Allotment of 28,890 Equity Shares Cash Allotment
3, 2024 to Jignesh Devchandbhai Rathod pursuant to ESOP
and 1,815 Equity Shares to Rubina Scheme
Prashant Rumao, under the ESOP
Scheme
104,167 10 10 Allotment of 104,167 Equity Cash Allotment
Shares to Jignesh Devchandbhai pursuant to ESOP
Rathod, under the ESOP Scheme Scheme
March 22, 7,904 10 70 Allotment of 6,667 Equity Shares Cash Allotment
2024 to Amit Suresh Ajmera and 1,237 pursuant to ESOP
Equity Shares to Shalin Scheme
Ghewarchand Jain, under the
ESOP Scheme

72
 Face Issue
Number
Date of value price
of
allotment per per Form of Reason of
Equity Names of the allottees*
of Equity Equity Equity consideration allotment
Shares
Shares Share Share
allotted
(₹) (₹)
May 23, 177,042 10 70 Allotment of 177,042 Equity Cash Allotment
2024 Shares to 106 employees of our pursuant to ESOP
Company covered under the ESOP Scheme
Scheme
August 6, 154,246 10 70 Allotment of 152,778 Equity Cash Allotment
2024 Shares to Hitesh Pranjivan Mehta, pursuant to ESOP
845 Equity Shares to Nirav Urvish Scheme
Shah and 623 Equity Shares to
Avikal Ravishankar Mishra, under
the ESOP Scheme
1,768 10 154 Allotment of 1,768 Equity Shares Cash Allotment
to Pinaki Arub Banerjee, under the pursuant to ESOP
ESOP Scheme Scheme
September 36,498 10 70 Allotment of 36,498 Equity Shares Cash Allotment
24, 2024 to 74 employees of the Company pursuant to ESOP
covered under the ESOP Scheme Scheme
*
None of the allottees are members of our Promoter Group.

For further details, see “Capital Structure – Notes to the Capital Structure” on page 110. The prices at which
Equity Shares have been issued by us in the last 12 months should not be taken to be indicative of the Price
Band, Offer Price and the trading price of our Equity Shares after listing.

53. Our Company cannot assure payment of dividends on the Equity Shares in the future.

Our Company has not declared dividends in the past three Fiscals and the three months ended June 30, 2024
and from July 1, 2024 until the date of this Red Herring Prospectus. Our ability to pay dividends in the future
will depend on a number of factors identified in the dividend policy of our Company, liquidity position,
profits, capital requirements, financial commitments and financial requirements including business expansion
plans, cost of borrowings, other corporate actions and other relevant or material factors considered relevant
by our Board, and external factors, such as the state of the economy and capital markets, applicable taxes,
regulatory changes and other relevant or material factors considered relevant by our Board. The declaration
and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders,
at their discretion, subject to the provisions of the Articles of Association and applicable law, including the
Companies Act 2013. We cannot assure you that we will be able to pay dividends in the future.

54. Our registered office, corporate office and some of our manufacturing facilities are located on leased
premises. There can be no assurance that such lease agreements will be renewed upon termination or that
we will be able to obtain other premises on lease on the same or similar commercial terms.

The premises upon which our registered office, corporate office and four out of five of our manufacturing
facilities located are not owned by us. We have leased the premises for our registered office and corporate
office which is valid until May 2025. Our four manufacturing facilities are located on leasehold land, out of
which the factory located at (i) Surat is on long-term sub-lease basis by the end of July 2085; (ii) Tumb is on
a long term lease till July 1, 2027; (iii) Nandigram is on a long term lease till July 14, 2028; and (iv) Indosolar
Facility for 90 years with effect from November 21, 2005. Further, we have leased an administrative office
in Mumbai on long term lease for five years with effect from December 15, 2023. In the event of any
termination or expiry of such lease agreements, we may be required to relocate our operations to other
premises during which time our Company may incur the expenses such as (a) transportation and relocation
of plant and machinery; (b) setting up of utilities and infrastructure; (c) civil and engineering works; and (d)
other miscellaneous expenses. The exact financial impact of such relocation cannot be ascertained at this
stage. There can be no assurance that we will be able to retain and renew the lease on the same or similar
terms, or find alternate locations on similar terms, or at all. Further, the land on which our proposed Project
will be located has been allotted to our Company on a long-term leasehold basis by IDCO, which our
Company shall sub-lease to the Project Company. While we have made full payments for such land and have

73
 entered into a formal lease agreement in relation to such land acquisition, the sub-lease to our Subsidiary is
not yet completed. Also see “- We intend to utilise a major portion of the Net Proceeds for funding our capital
expenditure requirements. This includes part financing the cost of establishing the proposed fully integrated
6 GW facility by way of an investment in our wholly owned subsidiary Sangam Solar One Private Limited
which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks and
uncertainties.” on page 37.

55. The land on which our Chikhli facility in Gujarat is located was acquired from SGP Industrial
Infrastructure Private Limited (formerly, Waaree Renewables Private Limited), an erstwhile Group
Company.

The parcel of land located at Plot Number 1, Village Degam, Taluka Chikhli, District Navasari, Gujarat on
which on Chikhli facility was located, was originally acquired from SGP Industrial Infrastructure Private
Limited (formerly, Waaree Renewables Private Limited), Group Company (“SGP”). The plots of land
comprising land was acquired by SGP between November 25, 2020 and November 27, 2020 and we
subsequently acquired the land from SGP between July 6, 2021 and July 22, 2021 for an aggregate
consideration of ₹ 1,247.95 million. For the acquisition of the land, we had undertaken a valuation of the
adjoining land parcel through two independent valuers, who had issued independent valuation reports, dated
July 1, 2021 and July 2, 2021, respectively (“Valuation Reports”) and the aggregate consideration was
consistent with such valuation reports. Further, prior to acquiring the land, SGP undertook a title search which
was relied on by our Company to ascertain the clear title of the land. Furthermore, our Company and SGP
have subsequently entered into seven sale deeds in April 2022 and February 2023 for the purchase, transfer
and assignment of a parcel of land situated in Chikhli, Gujarat from SGP to the Company for an aggregate
consideration of ₹1,220.51 million.

For details of SGP and interest of our Promoters in SGP, see “Group Companies” on page 518.

56. Our Promoters and Promoter Group will continue to exercise significant influence over our Company
after completion of the Offer.

As on the date of this Red Herring Prospectus, our Promoters and Promoter Group held 71.80% of the issued
and outstanding equity share capital of our Company. After the completion of the Offer, our Promoters and
Promoter Group will continue to control our Company and exercise significant influence over our business
policies and affairs and all matters requiring shareholders’ approval, including the composition of our Board,
the adoption of amendments to our certificate of incorporation, the approval of mergers, strategic acquisitions
or joint ventures or the sales of substantially all of our assets, and the policies for dividends, lending,
investments and capital expenditures through their shareholding after the Offer. We cannot assure you that
our Promoter will act to resolve any conflicts of interest in our favour and any such conflict may adversely
affect our ability to execute our business strategy or to operate our business.

57. Our Promoters, Directors, Key Managerial Personnel and Senior Management are interested in our
Company’s performance in addition to their remuneration and reimbursement of expenses.

Our Promoters, Directors, Key Managerial Personnel and Senior Management are interested in our Company,
in addition to the regular remuneration or benefits and reimbursement of expenses, to the extent of their
shareholding or the shareholding of their relatives in our Company and our Subsidiaries. Further, our
Promoters, Directors, Key Managerial Personnel and Senior Management may also be deemed to be
interested in arrangements entered into by our Company with entities in which they or their relatives hold
directorships or partnership interests. Our Promoters are also interested in the use of trademarks used by our
Company. For further information, see “Our Promoters and Promoter Group – Interests of our Promoters”,
“Our Promoters and Promoter Group – Interest in Intellectual property”, “Our Management – Interest of
Directors” and “Our Management – Interest of Key Managerial Personnel and Senior Management” on
pages 316, 317, 298 and 312, respectively. Our Promoter holding Equity Shares may take or block actions with
respect to our business which may conflict with the best interests of our Company or that of minority
shareholders. For further details, see “Capital Structure” on page 110.

58. Industry information included in this Red Herring Prospectus has been derived from an industry report
commissioned by us, and paid for by us for such purpose.

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 We have used the report titled “Solar power market in India” dated October, 2024 by CRISIL appointed on
June 13, 2023 for purposes of inclusion of such information in this Red Herring Prospectus, and exclusively
commissioned by our Company for purposes of inclusion of such information in the Offer Documents at an
agreed fees to be paid by our Company. Our Company, our Promoters, and our Directors are not related to
CRISIL. Given the scope and extent of the CRISIL Report, disclosures are limited to certain excerpts and the
CRISIL Report has not been reproduced in its entirety in this Red Herring Prospectus. There are no parts,
data or information (which may be relevant for the proposed issue), that has been materially left out or
changed in any manner. The report is a paid report, and is subject to various limitations and based upon certain
assumptions that are subjective in nature. Also see, “Certain Conventions, Presentation of Financial, Industry
and Market Data – Industry and Market Data” on page 17.

59. Any unscheduled or prolonged disruption of our manufacturing operations could materially and adversely
affect our business, financial condition, results of operations, and cash flows.

Any unscheduled or prolonged disruption of our manufacturing operations, including power failure,
interrupted water supply, fire and unexpected mechanical failure of equipment, obsolescence, labour disputes,
strikes, lock-outs, earthquakes and other natural disasters, industrial accidents or any significant social,
political or economic disturbances, or infectious disease outbreaks such as the COVID-19 pandemic, could
reduce our ability to manufacture our products and adversely affect sales and revenues from operations in
such period. The occurrence of any such incidents could also result in a destruction of certain assets, and
adversely affect our results of operations. Any such disruption may interrupt our operations, which may
interfere with manufacturing process, requiring us to either stop our operations or repeat activities that may
involve additional time and increase our costs. Our customers rely on the timely delivery of our products.
Although we take precautions to minimize the risk of any significant operational problems at our
manufacturing facilities, our customer relationships, business, financial condition, results of operations,
and cash flows, may be adversely affected by any disruption of operations at our manufacturing facilities,
including due to any of the factors mentioned above. Further, while we have not encountered any past
instances of manufacturing disruptions due to contraventions of any regulatory approvals in the last three
years and three months ended June 30, 2024, we cannot assure you that this will be the case in the future.

Disruptions in our manufacturing operations could delay production or require us to temporarily cease
operations at our manufacturing facilities. We may be subject to manufacturing disruptions due to
contraventions by us of any of the conditions of our regulatory approvals, which may require our
manufacturing facilities to cease, or limit, production until the disputes concerning such approvals are
resolved. As regulatory approvals are site specific, we may be unable to transfer manufacturing activities to
another location immediately. Similarly, there is no assurance that those of our manufacturing facilities
unaffected by an interruption will have the capacity to increase their output to manufacture products for the
affected manufacturing facilities, to the extent that all outstanding orders will be fulfilled in a timely manner.
In the event of prolonged interruptions in the operations of our manufacturing facilities, we may have to make
alternate arrangements for supplies and products in order to meet our production requirements, which could
affect our profitability.

60. We may be subject to unionization, work stoppages or increased labour costs, which could adversely affect
our business, cash flows and results of operations.

The success of our operations depends on availability of labour and maintaining a good relationship with our
workforce. As of June 30, 2024, we employed 1,752 employees across our various manufacturing facilities
and offices. In addition, we also employ contract labourers for conducting various activities at our
manufacturing facilities. As of June 30, 2024, we had engaged 7,773 contract labour. While our employees
are not unionised into any labour or workers’ unions and have not experienced any major work stoppages due
to labour disputes or cessation of work in the last three Fiscals and three months ended June 30, 2024, there
can be no assurance that we will not experience any such disruption in the future as a result of disputes or
disagreements with our work force, which may adversely affect our ability to continue our business
operations. We may also have to incur additional expense to train and retain skilled labour. There can be no
assurance that we will not experience labour unrest in the future, which may delay or disrupt our operations.
Any labour unrest including labour disputes, strikes and lock-outs, industrial accidents, experienced by us
could directly or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely
manner, could lead to disruptions in our operations. In the event of any prolonged delay or disruption our
business, results of operations and financial condition could be materially and adversely affected.

75
61. We import machinery from foreign countries and the same is subject to certain risks which may adversely
affect our business, results of operations, financial condition and cash flows.

We import machinery from foreign countries to support our operations. However, importing machinery
entails several risks and challenges that could adversely affect our business, results of operations, financial
condition and cash flows. For example, changes in government policies or trade agreements could lead to
increased tariffs or import restrictions, resulting in higher costs or difficulties in importing machinery which
could lead to a delay in our operations, impact our production schedules and overall business operations.
Furthermore, political, economic, or logistical disruptions in the country of origin could also lead to delays
in delivery, interruptions in the supply chain, or challenges in obtaining technical support which could impact
our production schedules or result in a loss of business opportunities. Any of these risks could disrupt our
operations, and ultimately, adversely affect our business, results of operations, financial condition and cash
flows.

62. Damage to and/or malfunction of any of our operating systems or cyber security risks could disrupt our
operations and adversely affect our business, results of operations, financial condition and cash flows.

We rely on our information technology systems for our operations and on their reliability and functionality
for our business success. Its reliability and functionality can be affected by a number of factors, including,
but not limited to, the increasing complexity of the IT systems, frequent change and short life span due to
technological advancements and data security. If our IT systems malfunction or experience extended periods
of downtime, we may not be able to run our operations safely or efficiently. We are subject to cyber security
risks and may incur costs to minimize those risks.

Further, any damage or system failure that causes interruptions or delays in the input, retrieval or transmission
of data could disrupt our normal operations and possibly interfere with our ability to undertake manufacturing
of our products and projects pursuant to the requirements of our contracts. Although no such incidents have
occurred in the last three Fiscals and three months ended June 30, 2024, should such an interruption or delay
occur, we can neither assure you that it will not result in the loss of data or information that is important to
our business nor that we will be able to restore our operational capacity within a sufficiently adequate time-
frame to avoid disruptions to our business. If our systems malfunction or experience extended periods of
downtime, we will not be able to run our operations safely or efficiently. We may suffer losses in revenue,
reputation, volume of business, and our business, financial condition and results of operation may be
materially and adversely affected.

63. An inability to provide adequate customer support and ancillary services may adversely affect our
relationship with our existing and prospective customers, and in turn our business, results of operations,
financial condition and cash flows.

Our customers depend on customer support and ancillary services, which in some cases may be provided by
third-party partners such as our franchisees, to resolve technical and operational issues in a timely manner.
We and our franchisees may be unable to timely respond to accommodate short-term increases in demand for
our products or associated customer support including maintenance. We also may be unable to modify the
nature, scope and delivery of such services to compete with support services provided by our competitors.
Increased operational requests, without corresponding revenue, could increase costs and adversely affect our
results of operations and financial condition. Our sales are dependent on our reputation and on positive
recommendations from our existing customers. Any failure to maintain adequate and timely customer support
and ancillary services, or a market perception that we are unable to do so, could adversely affect our business
prospects and financial performance.

64. While our business is not seasonal, however, our business prospects and future financial performance
depend on the demand for solar power products. Any decrease in demand for such products could adversely
affect our business, results of operations and cash flows.

While our business is not seasonal, however, our business prospects and future financial performance depend
on the growth of the solar and renewable power industry in India as well as globally. While we anticipate that
the solar industry has a favourable outlook, we cannot assure you that this will be the case in the future and
any decrease in preference for solar energy will result in a drop in demand for our products. If the demand
for domestic PV modules does not increase, our business, results of operations, financial condition and
prospects may be adversely impacted.

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 Additionally, demand for solar products can be difficult to predict as it relies on a number of factors, such as
the energy supply, demand and prices for renewable energies and government tenders. There can be no
assurance that solar power products and related technologies will continue to be preferred over other
alternative renewable energy sources, such as wind energy and hydro energy.

For further information on the cost effectiveness, performance and reliability of, and preference and tariffs
for solar energy projects compared to conventional and other renewable energy sources, see “Industry
Overview” on page 169. The demand for solar products and related technologies may not grow at the rate we
anticipate and may not grow at all. If demand for solar solutions and relevant technologies weaken, our
productivity, business prospects and future financial performance would be adversely affected.

65. An inability to produce quality products that address customer needs or adopt new solar technologies and
in an effective and timely manner may adversely affect our business, results of operations and cash flows.

Our business depends on our ability to adopt new solar technologies, develop products that address customer
needs and deliver quality products to our customers. We may be required to make significant capital
investment to adopt evolving technologies for our products. Our competitors may develop production
technologies that enable them to produce solar cells and solar modules with higher conversion efficiencies at
a lower cost than our current and proposed products. Technologies developed or adopted by others for related
solar products may prove more advantageous than ours for commercialization and may render our products
obsolete or unable to compete with such products of competitors. As a result, we may need to make significant
capital investment to maintain our market position, and effectively compete in the future.

We may experience difficulties with the quality of our products, or introduction of new products. An inability
to further refine and enhance our products to adapt to or keep pace with evolving technologies and industry
standards could cause our products to become uncompetitive or obsolete. In addition, there is no assurance
that our new products will be successful in gaining market acceptance. If our products do not deliver reliable
results, or if we fail to introduce products that meet customer preferences in a timely and cost-effective
manner, we may fail to retain our existing customers and increase demand for our products. The development
of new solar products may require substantial investment, and we have no assurance that such investment
will be successful. We make incremental investments to adapt evolving technologies to both existing
equipment as well as planned capacity expansion. If customers do not widely adopt our products, we may not
be able to realize a return on our investment and our business prospects and financial condition performance
may be adversely impacted.

In addition, the cost of upgrading our manufacturing capacities or implementing new technologies, replacing
existing equipment or expanding our manufacturing capacity to accommodate technology advancements in
the manufacture of PV modules, solar cells or ingot-wafers could be significant, and may adversely affect our
financial performance if we are unable to pass on such costs to our customers. Failure to respond to current
and future technological changes in an effective and timely manner may adversely affect our business
prospects and financial performance.

66. Our business is dependent on the regulatory and policy environment affecting the renewable energy sector
in India.

The regulatory and policy environment in which we operate is evolving and subject to change. Our business
and operations are governed by various laws and regulations, including the Electricity Act, 2003, National
Electricity Policy, 2005, Integrated Energy Policy, 2006 and National Tariff Policy, 2016, environmental and
labour laws and other legislations enacted by the GoI and the relevant state governments in India. For
example, due to exigencies caused by COVID-19, our Company was unable to renew the certificate in relation
to the requisite fire safety measures adopted at our manufacturing facility located at Tumb, Valsad (“Fire
NOC”), which has subsequently become mandatory for all factories located in the state of Gujarat. However,
there is no clarity as to the ‘competent authority’ for issuance of a Fire NoC. For further details, see
“Government and Other Approvals – Material Approvals for which application has been filed by our
Company” on page 516.

On June 12, 2024, the Ministry of New and Renewable Energy introduced the Central Electricity Regulatory
Commission Renewable Energy Tariff Regulations, 2024 prescribing project specific regulatory approvals
towards only those solar PV power projects which comply with a minimum capacity utilisation factor of 21%

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 and maximum auxiliary consumption of 0.75%. We cannot assure you that we will be in compliance with
such requirements in the future.

Further, our business is dependent in part on GoI and state government policies that support renewable energy,
particularly solar energy, and enhance the economic feasibility of developing solar energy projects. The GoI
and several of state governments in India provide incentives that support the generation and sale of solar
energy, and additional legislation is regularly being considered that could enhance the demand for solar
energy and obligations to use renewable energy sources. On November 11, 2020, the government introduced
the production linked incentive (“PLI”) scheme for 10 key sectors to enhance India’s manufacturing
capabilities and exports under its Aatmanirbhar Bharat initiative. (Source: CRISIL Report, page 125) One of
the 10 sectors for which PLI was approved is high-efficiency solar PV modules, for which, the MNRE has
been designated as the implementing ministry. (Source: CRISIL Report, page 125)

We benefit from a number of government and other incentives in relation to renewable power generation and
transmission. Some of the key incentives that benefit the solar energy industry in India, and consequently our
business, include preferential tariffs for solar power assets under long-term power purchase agreements;
preferential charges on transmission, wheeling and banking facilities. PLI scheme for high-efficiency solar
PV modules; tax incentives; and availability of accelerated depreciation for solar power assets.

Any change in policy that results in the curtailment of renewable energy generation may have an adverse
effect on our business. If government authorities do not continue supporting, or reduce or eliminate their
support for, the development of solar energy projects and products, financing costs for solar projects may
increase. These may, in turn, have a material and adverse effect on business prospects for solar modules, and
consequently our financial performance.

67. We face intense competition in our markets, and we may lack sufficient financial or other resources to
maintain or improve our competitive position.

We face intense competition from other Indian module manufacturers as well as module manufacturers from
China and South East Asia for domestic demand, while our export sales face competition from a wide range
of global module manufacturers. There can be no assurance that we will be able to adapt to new technology
or maintain the quality standards of our manufacturing facilities and testing laboratories. Some of our key
competitors across our business verticals include Vikram Solar Limited, Adani Mundra Solar PV Limited
(Adani), Premier Energies Limited, RenewSys India Private Limited, Emmvee Photovoltaic Power Private
Limited and Alpex Solar Private Limited. (Source: CRISIL Report, page 176)

Over the past decade, there has been a significant geographical transformation in solar PV manufacturing
capacity and production. (Source: CRISIL Report, page 156) To reach out to the end users such as residential,
commercial, and industrial consumers, various module manufacturers have their distributor network or have
appointed franchisees. (Source: CRISIL Report, page 175) Retail consumers are relatively price-sensitive
when it comes to solar installations due to smaller project sizes, expected shorter payback period and more
competition. (Source: CRISIL Report, page 175)

Availability of local contact is very important for these consumers while accepting the solar products. (Source:
CRISIL Report, page 175) With increased awareness, more and more consumers are showing interest in solar
installations. (Source: CRISIL Report, page 175) The distribution channel partner helps in reaching out to
consumers as well as for informing them about the new technology. (Source: CRISIL Report, page 175) Due
to diverse geographical presence, local support and to build customer relationship, a strong distribution
network become essential. (Source: CRISIL Report, page 175) Further, our competitors may also enter into
the United States by establishing new manufacturing facilities which may impact our advantage of being
present in the United States.

Further, the end user generally does not have technical knowledge of complex products such as modules and
hence have very little say in selection. (Source: CRISIL Report, page 175) However, through a known partner,
the consumers can be convinced to a large extent and such network can be utilized for enhancing the consumer
reach. (Source: CRISIL Report, page 175) Increased competition may result in price reduction, reduced
margins and a loss of our market share, any of which may adversely affect our business, financial condition
and prospects.

External Risk Factors

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68. Recent global economic conditions have been challenging and continue to affect the Indian market, which
may adversely affect our business, financial condition, results of operations, cash flows and prospects.

The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities
markets and indirectly affect the Indian economy in general. Any worldwide financial instability could also
have a negative impact on the Indian economy, including the movement of exchange rates and interest rates
in India and could then adversely affect our business, financial performance and the price of our Equity
Shares.

Any other global economic developments or the perception that any of them could occur may continue to
have an adverse effect on global economic conditions and the stability of global financial markets, and may
significantly reduce global market liquidity and restrict the ability of key market participants to operate in
certain financial markets. Any of these factors could depress economic activity and restrict our access to
capital, which could have an adverse effect on our business, financial condition, results of operations, cash
flows, prospects and reduce the price of our equity shares.

In particular, the demand for solar power products is influenced by macroeconomic factors, such as the
demand and supply and price of other competitive energy products, as well as government policies and
regulations concerning the solar power industry. The policies and regulations of the government have been
very dynamic in the past and hence affect our operations and business. The price of solar power systems and
modules are highly volatile and inconsistent in its trends and requires easy availability of low-cost credit for
the end consumers. Any financial disruption could have an adverse effect on our business, future financial
performance, shareholders’ equity and the price of our Equity Shares.

69. Natural and catastrophic events may reduce energy production below our expectations.

Natural disasters (such as typhoons, flooding, and/or earthquakes), epidemics, pandemics such as COVID-
19, and man-made disasters, including acts of war, terrorist attacks, and other events, many of which are
beyond our control, may lead to economic instability, including in India or globally, which may in turn
adversely affect our business, financial condition, and results of operations. Developments in the ongoing
conflict between Russia and Ukraine and the Israel and Hamas have resulted in and may continue to result in
a period of sustained instability across global financial markets, induce volatility in commodity prices,
adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase
borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in
economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe
weather, which can result in damage to our property or inventory and generally reduce our productivity, and
may require us to evacuate personnel and suspend operations. Any terrorist attacks or civil unrest as well as
other adverse social, economic, and political events in India could have a negative effect on us. Such incidents
could also create a greater perception that investment in Indian companies involves a higher degree of risk
and could have an adverse effect on our business and the price of the Equity Shares. A number of countries
in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases
and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1, and
H1N1 strains of influenza in birds and swine and more recently, the SARS-CoV-2 virus and the monkeypox
virus. Another outbreak of any new variant of COVID-19 pandemic such as the new JN.1 variant or future
outbreaks of SARS-CoV-2 virus or a similar contagious disease could adversely affect the global economy
and economic activity in the region.

Due to nationwide lockdowns, we ceased manufacturing operations for several weeks in April and May of
2020; temporarily affecting our ability to source materials from certain vendors who were unable to transport
materials to us; and significant increase in our raw materials cost as a result of freight costs. As a result, any
present or future outbreak of a contagious disease could have an adverse effect on our business and the trading
price of the Equity Shares.

70. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative
impact on our business, results of operations and cash flows.

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 Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of
India. Any adverse revisions to credit ratings for India and other jurisdictions we operate in by international
rating agencies may adversely impact our ability to raise additional financing and the interest rates and other
commercial terms at which such funding is available. This could have an adverse effect on our ability to fund
our growth on favourable terms and consequently adversely affect our business and financial performance
and the price of the Equity Shares.

71. Changing laws, rules or regulations and legal uncertainties including taxation laws, or their
interpretation, such changes may significantly affect our financial statements.

The regulatory environment in which we operate is evolving and is subject to change. Governmental and
regulatory bodies in India and other countries may enact new regulations or policies, which may require us
to obtain approvals and licenses from applicable governments and other regulatory bodies, or impose onerous
requirements and conditions on our operations, in addition to those which we are in the process of obtaining.
New compliance requirements could increase our costs or otherwise adversely affect our business, prospects,
financial condition and results of operations. Further, the manner in which new requirements will be enforced
or interpreted can lead to uncertainty in our operations and could adversely affect our operations.
Accordingly, any adverse regulatory change in this regard could lead to fluctuation of prices of raw materials
and thereby increase our operational cost. For information on the laws applicable to us, see “Key Regulations
and Policies” on page 264.

The Income Tax Act, 1961 (“IT Act”) was amended to provide domestic companies an option to pay
corporate income tax at the effective rate of approximately 25.17% (inclusive of applicable surcharge and
health and education cess), as compared to effective rate of 34.94% (inclusive of applicable surcharge and
health and education cess), provided such companies do not claim certain specified deductions or exemptions.
Further, where a company has opted to pay the reduced corporate tax rate, the minimum alternate tax
provisions would not be applicable. Any such future amendments may affect our ability to claim exemptions
that we have historically benefited from, and such exemptions may no longer be available to us. Any adverse
order passed by the appellate authorities/ tribunals/ courts would have an effect on our profitability.

Further, with the implementation of GST, we are obligated to pass on any benefits accruing to us as result of
the transition to GST to the consumer thereby limiting our benefits. In order for us to utilise input credit under
GST, the entire value chain has to be GST compliant, including us. While we are and will continue to adhere
to the GST rules and regulations, there can be no assurance that our suppliers and dealers will do so. Any
such failure may result in increased cost on account of non-compliance with the GST and may adversely
affect our business and results of operations.

Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”),
in the hands of the company at an effective rate of 20.56% (inclusive of applicable surcharge and health and
education cess). Such dividends were generally exempt from tax in the hands of the shareholders. However,
the GoI has amended the IT Act to abolish the DDT regime. Accordingly, any dividend distributed by a
domestic company is subject to tax in the hands of the investor at the applicable rate. Additionally, the
Company is required to withhold tax on such dividends distributed at the applicable rate.

Further, the GoI has announced the full union budget for the financial year 2024-2025 and has enacted the
Finance Act (No.2), 2024. While the Finance Act (No.1), 2024 that was announced pursuant to the interim
union budget for Fiscal 2025 did not propose any significant changes to the IT Act, Finance Act (No. 2), 2024
inter alia increased the rate of taxation of short term capital gains and long-term capital gains arising from
transfer of an equity share . We have not fully determined the impact of these recent laws and regulations on
our business. There is no certainty on the impact of the Finance (No. 2) Act, 2024 on tax laws or other
regulations, which may adversely affect the Company’s business, financial condition and results of operations
or on the industry in which we operate. . Investors are advised to consult their own tax advisors and to
carefully consider the potential tax consequences of owning, investing or trading in our Equity Shares.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative
or judicial precedent, may be time consuming as well as costly for us to resolve and may affect the viability
of our current business or restrict our ability to grow our business in the future.

Similarly, changes in other laws may require additional compliances and/or result in us incurring additional

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 expenditure. We may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to
comply may adversely affect our business, results of operations and prospects.

72. If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional
rate thereby reducing our margins.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India
has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest
rates and increased costs to our business, including increased costs of transportation, wages, raw materials
and other expenses relevant to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately
pass on to our customers, whether entirely or in part, and may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or entirely offset any increases in costs with
increases in prices for our products. In such case, our business, results of operations, cash flows and financial
condition may be adversely affected.

Further, the Government has previously initiated economic measures to combat high inflation rates, and it is
unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels
will not worsen in the future.

73. We may be affected by competition laws, the adverse application or interpretation of which could adversely
affect our business, results of operations and cash flows.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an
appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition
Act, any formal or informal arrangement, understanding, or action in concert, which causes or is likely to
cause an AAEC is considered void and may result in the imposition of substantial penalties. Further, any
agreement among competitors which directly or indirectly involves the determination of purchase or sale
prices, limits or controls production, supply, markets, technical development, investment, or the provision of
services or shares the market or source of production or provision of services in any manner, including by
way of allocation of geographical area or number of customers in the relevant market or directly or indirectly
results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The
Competition Act also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the
Government notified and brought into force the combination regulation (merger control) provisions under the
Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting rights,
assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds
to be mandatorily notified to and pre-approved by the Competition Commission of India (the “CCI”).
Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure for Transaction
of Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism for
implementation of the merger control regime in India.

The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) amended the Competition Act
and gave the CCI additional powers to prevent practices that harm competition and the interests of consumers.
The Competition Amendment Act, inter alia, modifies the scope of certain factors used to determine AAEC,
reduces the overall time limit for the assessment of combinations by the CCI and empowers the CCI to impose
penalties based on the global turnover of entities, for anti-competitive agreements and abuse of dominant
position.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an
AAEC in India. Consequently, all agreements entered by us could be within the purview of the Competition
Act. Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or
combination occurring outside India if such agreement, conduct, or combination has an AAEC in India.
However, the impact of the provisions of the Competition Act on the agreements entered by us cannot be
predicted with certainty at this stage. However, since we pursue an acquisition driven growth strategy, we
may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due

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 to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the
Competition Act, it would adversely affect our business, results of operations, cash flows, and prospects.

Risks Relating to the Equity Shares and this Offer

74. The Offer Price, market capitalization to revenue multiple and price to earnings ratio based on the Offer
Price of our Company, may not be indicative of the market price of the Company on listing or thereafter.

Our revenue from operations and EBITDA for Fiscal 2024 was ₹ 113,976.09 million and ₹ 18,095.77 million
and our market capitalization to revenue from operations (Fiscal 2024) multiple is [●] times and our price to
earnings ratio (based on Fiscal 2024) is [●] at the upper end of the price band. The Offer Price of the Equity
Shares is proposed to be determined on the basis of assessment of market demand for the Equity Shares
offered through a book-building process, and certain quantitative and qualitative factors as set out in the
section titled “Basis for the Offer Price” on page 150 and the Offer Price, multiples and ratios may not be
indicative of the market price of the Company on listing or thereafter.

Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company would not be
based on a benchmark with our industry peers. The relevant financial parameters based on which the Price
Band would be determined, shall be disclosed in the advertisement that would be issued for publication of
the Price Band.

The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the industry we operate in,
developments relating to India, announcements by us or our competitors of significant acquisitions, strategic
alliances, our competitors launching new products or superior products, announcements by third parties or
governmental entities of significant claims or proceedings against us, volatility in the securities markets in
India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or
earnings estimates by research publications, and changes in economic, legal and other regulatory factors.

75. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.

SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with
respect to the shares of listed companies in India (the “Listed Securities”) in order to enhance market
integrity, safeguard the interests of investors and potential market abuses. In addition to various surveillance
measures already implemented, and in order to further safeguard the interest of investors, the SEBI and the
Stock Exchanges have introduced additional surveillance measures ("ASM”) and graded surveillance
measures ("GSM”).
ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain
objective parameters such as share price, price-to-earnings ratio, percentage of delivery, client concentration,
variation in volume of shares and volatility of shares, among other things. GSM is conducted by the Stock
Exchanges on Listed Securities where their price quoted on the Stock Exchanges is not commensurate with,
among other things, the financial performance and financial condition measures such as earnings, book value,
fixed assets, net-worth, other measures such as price-to-earnings multiple and market capitalization and
overall financial position of the concerned listed company, the Listed Securities of which are subject to GSM.
For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting
and review of Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among
other details, refer to the websites of the NSE and the BSE.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other
factors which may result in high volatility in price, and low trading volumes as a percentage of combined
trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or other
circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing
our securities under the GSM and/or ASM framework or any other surveillance measures, which could result
in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges.
These restrictions may include requiring higher margin requirements, requirement of settlement on a trade
for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement
of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity
Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs

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 on trading may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the
reputation and conditions of our Company. Any such instance may result in a loss of our reputation and
diversion of our management’s attention and may also decrease the market price of our Equity Shares which
could cause you to lose some or all of your investment.

76. If our Company does not receive the minimum subscription of 90% of the Fresh Issue, the Offer may fail.

In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a
subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of
Underwriters, as applicable, within sixty (60) days from the date of Bid/ Offer Closing Date, or if the
subscription level falls below the thresholds mentioned above after the Bid/ Offer Closing Date, on account
of withdrawal of applications or after technical rejections or any other reason, or if the listing or trading
permission is not obtained from the Stock Exchanges for the Equity Shares being offered under the Red
Herring Prospectus, our Company shall forthwith refund the entire subscription amount received in
accordance with applicable law including the SEBI circular bearing no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. If there is a delay beyond four days, our
Company and every Director of our Company who is an officer in default, to the extent applicable, shall pay
interest as prescribed under applicable law.

77. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under
Indian law, including in relation to class actions, may not be as extensive and wide-spread as shareholders’
rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights
as shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.

78. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, and executive
officers in India respectively, except by way of a law suit in India.

We are incorporated under the laws of India and all of our Directors, Key Management Personnel and Senior
Management Personnel reside in India. A substantial portion of our assets are also located in India. Where
investors wish to enforce foreign judgments in India, they may face difficulties in enforcing such judgments.
India exercises reciprocal recognition and enforcement of judgments in civil and commercial matters with a
limited number of jurisdictions. In order to be enforceable, a judgment obtained in a jurisdiction which India
recognises as a reciprocating territory must meet certain requirements of the Civil Procedure Code, 1908 (the
“CPC”).

India is not a party to any international treaty in relation to the recognition or enforcement of foreign
judgments. Recognition and enforcement of foreign judgments is provided for under Section 13, 14 and
Section 44A of the CPC on a statutory basis. Section 44A of the CPC provides that where a certified copy of
a decree of any superior court, within the meaning of that Section, obtained in any country or territory outside
India which the government has by notification declared to be in a reciprocating territory, may be enforced
in India by proceedings in execution as if the judgment had been rendered by a district court in India.
However, Section 44A of the CPC is applicable only to monetary decrees and does not apply to decrees for
amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalties
and does not apply to arbitration awards (even if such awards are enforceable as a decree or judgment).

Among other jurisdictions, the United Kingdom, United Arab Emirates, Singapore and Hong Kong have been
declared by the government to be reciprocating territories for the purposes of Section 44A of the CPC. The
United States has not been declared by the GoI to be a reciprocating territory for the purposes of Section 44A
of the CPC. A judgment of a court of a country which is not a reciprocating territory may be enforced in India
only by a suit upon the judgment under Section 13 of the CPC, and not by proceedings in execution. Section
13 of the CPC provides that foreign judgments shall be conclusive regarding any matter directly adjudicated
upon except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where

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 the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings
that the judgment is founded on an incorrect view of international law or refusal to recognize the law of India
in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were
opposed to natural justice; (v) where the judgment has been obtained by fraud; and/ or (vi) where the judgment
sustains a claim founded on a breach of any law then in force in India. The suit must be brought in India
within three years from the date of judgment in the same manner as any other suit filed to enforce a civil
liability in India.

It cannot be assured that a court in India would award damages on the same basis as a foreign court if an
action were brought in India. Furthermore, it is unlikely that an Indian court will enforce foreign judgments
if it views the amount of damages awarded as excessive or inconsistent with Indian practice. A party seeking
to enforce a foreign judgment in India is required to obtain prior approval from the RBI to repatriate any
amount recovered pursuant to the execution of such foreign judgment.

79. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on
and collected by an Indian stock exchange on which equity shares are sold. You may be subject to payment
of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held
for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the
Equity Shares are sold. Further, any capital gain realized on the sale of our Equity Shares held for a period of
12 months or less will be subject to short-term capital gains tax in India. While non-residents may claim tax
treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit India’s right
to impose tax on capital gains arising from the sale of shares of an Indian company. While non-residents may
claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit
India’s right to impose tax on capital gains arising from the sale of shares of an Indian company.

The Finance Act, 2020 had stipulated that the sale, transfer and issue of certain securities through exchanges,
depositories or otherwise to be charged with stamp duty. The Finance Act, 2020 also clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of certain
securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration
through a depository, the onus will be on the transferor. The stamp duty for transfer of certain securities, other
than debentures, on a delivery basis is currently specified under the Finance Act, 2020 at 0.015% and on a
non-delivery basis is specified at 0.003% of the consideration amount. These amendments have come into
effect from July 1, 2020. Under the extant provisions, any dividend distributed by a domestic company is
subject to tax in the hands of the concerned shareholder at the applicable rates. Additionally, the company
distributing dividends is required to withhold tax on such payments at the applicable rate. However, non-
resident shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain
conditions.

Taxes payable by an assessee on the capital gains arising from transfer of long-term capital assets on or after
July 23, 2024, shall be calculated at the rate of 12.5% on such long-term capital gains, where the long-term
capital gains exceed ₹ 125,000 (this exemption shall be available only where the shares are sold on a Stock
Exchange), subject to certain exceptions in case of resident individuals and Hindu Undivided Families.
Further, the short-term capital gains on transfer of listed shares shall be taxed at 20% where the shares are
sold on Stock Exchange and at applicable rates if otherwise (30% in case of foreign institutional investors).

Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences
of owning, investing or trading in our Equity Shares. Unfavourable changes in or interpretations of existing,
or the promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws
governing our business and operations could result in us being deemed to be in contravention of such laws
and may require us to apply for additional approvals.

80. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the

84
 time taken for such conversion may reduce the net dividend to foreign investors. In addition, any adverse
movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares
outside India, for example, because of a delay in regulatory approvals that may be required for the sale of
Equity Shares may reduce the proceeds received by Shareholders. For example, the exchange rate between
the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate
substantially in the future, which may have an adverse effect on the returns on our Equity Shares, independent
of our operating results.

81. Our Company’s Equity Shares have never been publicly traded and may experience price and volume
fluctuations following the completion of the Offer, an active trading market for the Equity Shares may not
develop, the price of our Equity Shares may be volatile may not be indicative of the market price of the
Equity Shares after the Offer and you may be unable to resell your Equity Shares at or above the Offer
Price or at all.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may
not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for our
Equity Shares will develop or, if developed, the liquidity of such market for the Equity Shares. The Offer
Price of the Equity Shares is proposed to be determined through a book building process. This price will be
based on numerous factors, as described in the section “Basis for the Offer Price” on page 150. This price
may not necessarily be indicative of the market price of our Equity Shares after the Offer is completed. You
may not be able to re-sell your Equity Shares at or above the Offer price and may as a result lose all or part
of your investment.
Our Equity Shares are expected to trade on the NSE and BSE after the Offer, but there can be no assurance
that active trading in our Equity Shares will develop after the Offer, or if such trading develops that it will
continue. Investors may not be able to sell our Equity Shares at the quoted price if there is no active trading
in our Equity Shares.

There has been significant volatility in the Indian stock markets in the recent past, and the trading price of
our Equity Shares after this Offer could fluctuate significantly as a result of market volatility or due to various
internal or external risks, including but not limited to those described in this Red Herring Prospectus.

The initial public offering price will be determined by the Book Building Process and may not be indicative
of prices that will prevail in the open market following the Offer. The market price of our Equity Shares may
be influenced by many factors, some of which are beyond our control, including:

• the failure of security analysts to cover the Equity Shares after this Offer, or changes in the estimates of
our performance by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our shareholders;
• investor perception of us and the industry in which we operate;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations;
• the public’s reaction to our press releases and adverse media reports; and
• general economic conditions.

A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
As a result of these factors, investors may not be able to resell their Equity Shares at or above the initial public
offering price. In addition, the stock market often experiences price and volume fluctuations that are unrelated
or disproportionate to the operating performance of a particular company. These broad market fluctuations
and industry factors may materially reduce the market price of the Equity Shares, regardless of our
Company’s performance. There can be no assurance that the investor will be able to resell their Equity Shares
at or above the Offer Price.

82. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions
must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence.
Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited
within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges.

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 The Allotment of Equity Shares in the Offer and the credit of such Equity Shares to the applicant’s demat
account with depository participant could take approximately two Working Days from the Bid/ Offer Closing
Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock
Exchanges is expected to commence within three Working Days of the Bid/ Offer Closing Date. There could
be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining
the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose
of their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat
accounts, or that trading in the Equity Shares will commence, within the time periods specified in this risk
factor. We could also be required to pay interest at the applicable rates if allotment is not made, refund orders
are not dispatched or demat credits are not made to investors within the prescribed time periods.

83. Any future issuance of Equity Shares may dilute your shareholding and sale of Equity Shares by the
Promoter may adversely affect the trading price of the Equity Shares.

We may be required to finance our growth, whether organic or inorganic, through future equity offerings.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’
shareholdings in our Company. Any future equity issuances by us (including under an employee benefit
scheme) or disposal of our Equity Shares by the Promoters or any of our other principal shareholders or any
other change in our shareholding structure to comply with minimum public shareholding norms applicable to
listed companies in India or any public perception regarding such issuance or sales may adversely affect the
trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in
raising capital through offering of our Equity Shares or incurring additional debt. There can be no assurance
that we will not issue further Equity Shares or that our existing shareholders including our Promoters will not
dispose of further Equity Shares after the completion of the Offer (subject to compliance with the lock-in
provisions under the SEBI ICDR Regulations) or pledge or encumber their Equity Shares. Any future
issuances could also dilute the value of shareholder’s investment in the Equity Shares and adversely affect
the trading price of our Equity Shares. Such securities may also be issued at prices below the Offer Price. We
may also issue convertible debt securities to finance our future growth or fund our business activities. In
addition, any perception by investors that such issuances or sales might occur may also affect the market price
of our Equity Shares.

84. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if
they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of
shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting
requirements or falls under any of the exceptions referred to above, then a prior regulatory approval will be
required. Further, unless specifically restricted, foreign investment is freely permitted in all sectors of the
Indian economy up to any extent and without any prior approvals, but the foreign investor is required to
follow certain prescribed procedures for making such investment. The RBI and the concerned
ministries/departments are responsible for granting approval for foreign investment. Additionally,
shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and
repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian
income tax authorities.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which
has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner
of the Equity Shares is situated in or is a citizen of a country which shares land border with India, can only
be made through the Government approval route, as prescribed in the Consolidated FDI Policy dated October
15, 2020 and the FEMA Rules. We cannot assure you that any required approval from the RBI or any other
governmental agency can be obtained with or without any particular terms or conditions or at all.

We cannot assure investors that any required approval from the RBI or any other governmental agency can
be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership
of Indian Securities” on page 577.

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85. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.

Our Restated Consolidated Summary Statements for Fiscal 2022, 2023 and 2024 and three months ended
June 30, 2023 and June 30, 2024, are derived from our audited consolidated financial statements as at for
Fiscal 2022, 2023 and 2024 prepared in accordance with Ind AS and our audited consolidated financial
statements as at and for the three months ended June 30, 2023 and June 30, 2024 has been prepared in
accordance with Ind AS 34 and restated in accordance with requirements of Section 26 of Part I of Chapter
III of Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses
(Revised 2019)” issued by ICAI. Ind AS differs in certain significant respects from IFRS, U.S. GAAP and
other accounting principles with which prospective investors may be familiar in other countries. If our
financial statements were to be prepared in accordance with such other accounting principles, our results of
operations, cash flows and financial position may be substantially different. Prospective investors should
review the accounting policies applied in the preparation of our financial statements, and consult their own
professional advisers for an understanding of the differences between these accounting principles and those
with which they may be more familiar. Any reliance by persons not familiar with Indian accounting practices
on the financial disclosures presented in this Red Herring Prospectus should be limited accordingly.

86. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions, and will be determined by
our Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be
determined by our Company in consultation with the BRLMs through the Book Building Process. These will
be based on numerous factors, including factors as described under “Basis for the Offer Price” on page 150
and may not be indicative of the market price for the Equity Shares after the Offer.

In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the BRLMs is below their respective issue price. For further details, see “Other
Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLMs” on page 530.
The factors that could affect the market price of the Equity Shares include, among others, broad market trends,
financial performance and results of our Company post-listing, and other factors beyond our control. We
cannot assure you that an active market will develop or sustained trading will take place in the Equity Shares
or provide any assurance regarding the price at which the Equity Shares will be traded after listing.

87. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders
and Eligible Employees Bidding in the Employee Reservation Portion are not permitted to withdraw their
Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to block the Bid
amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Retail Individual Bidders
and Eligible Employees Bidding under the Employee Reservation Portion can revise their Bids during the
Bid/Offer Period and/or withdraw their Bids until the Bid/ Offer Closing date, but not thereafter. While we
are required to complete all necessary formalities for listing and commencement of trading of the Equity
Shares on all Stock Exchanges where such Equity Shares are proposed to be listed, including Allotment,
within three Working Days from the Bid/ Offer Closing Date or such other period as may be prescribed by
the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including adverse changes
in international or national monetary policy, financial, political or economic conditions, our business, results
of operations, cash flows or financial condition may arise between the date of submission of the Bid and
Allotment. We may complete the Allotment of the Equity Shares even if such events occur, and such events
may limit the investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading
price of the Equity Shares to decline on listing. Therefore, QIBs and Non-Institutional Bidders will not be
able to withdraw or lower their bids following adverse developments in international or national monetary
policy, financial, political or economic conditions, our business, results of operations, cash flows or otherwise
between the dates of submission of their Bids and Allotment.

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88. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby may suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its holders of
equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain
their existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive
rights have been waived by adoption of a special resolution. However, if the laws of the jurisdiction the
investors are located in does not permit them to exercise their pre-emptive rights without our filing an offering
document or registration statement with the applicable authority in such jurisdiction, the investors will be
unable to exercise their pre-emptive rights unless we make such a filing. If we elect not to file a registration
statement, the new securities may be issued to a custodian, who may sell the securities for the investor’s
benefit. The value the custodian receives on the sale of such securities and the related transaction costs cannot
be predicted. In addition, to the extent that the investors are unable to exercise pre-emption rights granted in
respect of the Equity Shares held by them, their proportional interest in us would be reduced.

89. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian law.

As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover
or change in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any
person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a
company, whether individually or acting in concert with others. Although these provisions have been
formulated to ensure that interests of investors/shareholders are protected, these provisions may also
discourage a third party from attempting to take control of our Company subsequent to completion of the
Offer. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity
Shares at a premium to their market price or would otherwise be beneficial to our shareholders, such a
takeover may not be attempted or consummated because of Takeover Regulations.

90. Our customers may engage in transactions in or with countries or persons that are subject to U.S. and
other sanctions.

U.S. law generally prohibits U.S. persons from directly or indirectly investing or otherwise doing business in
or with certain countries that are the subject of comprehensive sanctions and with certain persons or
businesses that have been specially designated by the OFAC or other U.S. government agencies. Other
governments and international or regional organisations also administer similar economic sanctions. We may
enter into transactions with customers who may be doing business with, or located in, countries to which
certain OFAC-administered and other sanctions apply. There can be no assurance that we will be able to fully
monitor all of our transactions for any potential violation. If it were determined that transactions in which we
participate violate U.S. or other sanctions, we could be subject to U.S. or other penalties, and our reputation
and future business prospects in the United States or with U.S. persons, or in other jurisdictions, could be
adversely affected. We rely on our staff to be up-to-date and aware of the latest sanctions in place. Further,
investors in the Equity Shares could incur reputational or other risks as the result of our customers’ dealings
in or with countries or with persons that are the subject of U.S. sanctions.

91. Compliance with provisions of Foreign Account Tax Compliance Act may affect payments on the Equity
Shares.

The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and
potentially, imposes a 30% withholding tax on certain “foreign passthru payments” made by certain non-U.S.
financial institutions (including intermediaries).

If payments on the Equity Shares are made by such non-U.S. financial institutions (including intermediaries),
this withholding may be imposed on such payments if made to any non-U.S. financial institution (including
an intermediary) that is not otherwise exempt from FATCA or other holders who do not provide sufficient
identifying information to the payer, to the extent such payments are considered “foreign passthru payments”.
Under current guidance, the term “foreign passthru payment” is not defined and it is therefore not clear
whether and to what extent payments on the Equity Shares would be considered “foreign passthru payments”.
The United States has entered into intergovernmental agreements with many jurisdictions (including India)

88
 that modify the FATCA withholding regime described above. It is not yet clear how the intergovernmental
agreements between the United States and these jurisdictions will address “foreign passthru payments” and
whether such agreements will require us or other financial institutions to withhold or report on payments on
the Equity Shares to the extent they are treated as “foreign passthru payments”. Prospective investors should
consult their tax advisors regarding the consequences of FATCA, or any intergovernmental agreement or
non-U.S. legislation implementing FATCA, to their investment in Equity Shares.

92. U.S. holders should consider the impact of the passive foreign investment company rules in connection
with an investment in our Equity Shares.

A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for U.S. federal
income tax purposes for any taxable year in which either: (i) at least 75% of its gross income is “passive
income” or (ii) at least 50% of its gross assets during the taxable year (based on of the quarterly values of the
assets during a taxable year) are “passive assets,” which generally means that they produce passive income
or are held for the production of passive income.

No assurance can be given that our Company will or will not be considered a PFIC in the current or future
years. The determination of whether or not our Company is a PFIC is a factual determination that is made
annually after the end of each taxable year, and there can be no assurance that our Company will not be
considered a PFIC in the current taxable year or any future taxable year because, among other reasons, (i) the
composition of our Company’s income and assets will vary over time, and (ii) the manner of the application
of relevant rules is uncertain in several respects. Further, our Company’s PFIC status may depend on the
market price of its Equity Shares, which may fluctuate considerably.

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 SECTION IV – INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer of Equity Shares(1) Up to [●] Equity Shares, aggregating up to ₹[●] million

of which:
Fresh Issue (1) Up to [●] Equity Shares, aggregating up to ₹36,000
million
Offer for Sale (2) Up to 4,800,000 Equity Shares, aggregating up to ₹[●]
million
Of which
Offer for Sale by Promoter Selling Shareholder Up to 4,350,000 Equity Shares, aggregating up to ₹[●]
million
Offer for Sale by Other Selling Shareholder Up to 450,000 Equity Shares, aggregating up to ₹[●]
million

which includes:
Employee Reservation Portion(3)(4) Up to [●] Equity Shares aggregating up to ₹[●] million

The Net Offer^ comprises of:

A) QIB Portion (5)(6) Not more than [●] Equity Shares
of which:
(i) Anchor Investor Portion(5) Up to [●] Equity Shares
of which
Available for allocation to domestic Mutual Funds only At least [●] Equity Shares
(ii) Net QIB Portion (assuming Anchor Investor Portion is [●] Equity Shares
fully subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% At least [●] Equity Shares
of the Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds [●] Equity Shares
B) Non-Institutional Portion(7) Not less than [●] Equity Shares
C) Retail Portion (7) Not less than [●] Equity Shares

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as at the date of this 263,331,104 Equity Shares
Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares

Use of Net Proceeds See “Objects of the Offer” on page 138 for information
about the use of Net Proceeds from the Fresh Issue. Our
Company will not receive any proceeds from the Offer for
Sale.

(1) The Offer has been authorized by a resolution of our Board dated June 16, 2023 and the Fresh Issue has been authorized by a special
resolution of our Shareholders, dated September 29, 2023. Thereafter, the size of the Fresh Issue has been increased from ₹30,000
million to ₹36,000 million by a resolution of our Board dated February 20, 2024 and a special resolution of our Shareholders dated
March 13, 2024.

(2) The Equity Shares being offered by the Selling Shareholders are eligible for being offered for sale as part of the Offer for Sale in terms
of the SEBI ICDR Regulations. Each Selling Shareholder confirms that it has authorized the sale of its portion of the Offered Shares in
the Offer for Sale as set out below:

Total number of Date of corporate Date of consent

Selling Shareholder Aggregate value of Offer for Sale*
Offered Shares approval letter
Waaree Sustainable Finance Up to 4,350,000 Up to ₹[●] million September 27, September 27,
Private Limited 2024 2024
Chandurkar Investments Up to 450,000 Up to ₹[●] million September 20, December 22, 2023
Private Limited 2023
*To be updated at Prospectus stage.

(3) Unless the Employee Reservation Portion is under-subscribed, the value of allocation to an Eligible Employee Bidding in the Employee
Reservation Portion shall not exceed ₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee
Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible

90
 Employees who have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to
such Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee
Reservation Portion (after such allocation up to ₹500,000 (net of Employee Discount, if any)), shall be added to the Net Offer.

(4) Our Company, in compliance with the SEBI ICDR Regulations, may offer an Employee Discount of up to [●]% to the Offer Price
(equivalent of ₹[●] per Equity Share), which shall be announced at least two Working Days prior to the Bid/Offer Opening Date.

(5) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis. The QIB portion will accordingly be reduced from the shares allocated to Anchor Investors. One-third of the Anchor Investor
Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall
be added to the Net QIB Portion. 5% of the Net QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation
on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Any
unsubscribed portion in the Mutual Funds portion will be added to the Net QIB Portion and allocated proportionately to the QIB
Bidders in proportion to their Bids. For details, see “Offer Procedure” on page 555.

(6) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion,
would be allowed to be met with spill- over from any other category or combination of categories, as applicable, at the discretion of
our Company, in consultation with the BRLMs, and the Designated Stock Exchange. In the event of an under-subscription in the Offer,
subject to receipt of minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, our Company
and the BRLMs shall first ensure Allotment of Equity Shares offered pursuant to the Fresh Issue, followed by Allotment of Equity Shares
offered by the Selling Shareholders.

(7) Allocation to Bidders in all categories, except Anchor Investors, Non-Institutional Investors and Retail Individual Bidders, shall be
made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual
Investor shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary
basis. The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject to
the following: (i) one-third of the portion available to Non-Institutional Investors shall be reserved for Bidders with an application size
of more than ₹200,000 and up to ₹ 1,000,000, and (ii) two-third of the portion available to Non-Institutional Investors shall be reserved
for Bidders with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to Bidders in the other sub-category of Non-Institutional Investors. The allotment to each Non-Institutional
Investors shall not be less than the minimum application size, subject to the availability of Equity Shares in the Non-Institutional
Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis. For details, see “Offer Procedure” on
page 555.

For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure”
on pages 551 and 555, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 544.

91
 SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from our Restated Consolidated
Summary Statements. The summary financial information presented below should be read in conjunction with
“Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 321 and 454, respectively.

[The remainder of this page has intentionally been left blank]

92
 Restated summary balance sheet

(in ₹ million)
As at As at As at As at As at
Particulars March 31, March 31, March 31, June 30, June 30,
2022 2023 2024 2023 2024
Assets
Non-current assets
(a) Property, plant and equipment 5,648.32 9,912.16 11,493.50 11,913.48 11,453.87
(b) Capital work-in-progress 1,226.64 5,370.43 13,412.90 5,712.47 16,101.71
(c) Right of use assets 465.19 1,001.90 2,870.32 976.08 4,431.66
(d) Investment property 3.48 3.48 3.48 3.48 3.48
(e) Intangible assets 65.78 71.69 67.75 70.56 66.64
(f) Intangible assets under development 10.95 1.47 1.48 1.48 1.48
(g) Goodwill on consolidation 63.43 63.43 63.43 63.43 63.43
(h) Financial assets
(i) Investments 100.00 - - - -
(ii) Trade receivables 44.85 - - - -
(iii) Security deposit 54.18 98.98 231.11 101.29 218.44
(iv) Other financial assets 360.50 1,574.07 908.76 2,023.16 1,873.42
(i) Deferred tax assets 180.25 142.77 832.07 502.64 787.58
(j) Income tax assets (net) 14.81 0.70 0.94 1.14 1.49
(k) Other non-current assets 693.95 1,128.71 3,120.72 1,643.86 2,095.03
Total non-current assets 8,932.33 19,369.79 33,006.46 23,013.07 37,098.23

Current assets
(a) Inventories 5,381.66 27,088.67 25,855.31 22,735.55 26,636.82
(b) Financial assets
(i) Current investments 1,331.56 310.59 711.48 5,557.63 120.58
(ii) Trade receivables 925.24 3,126.13 9,713.89 5,159.38 10,905.28
(iii) Cash and cash equivalents 1,391.86 2,536.53 1,213.85 1,073.45 1,956.62
(iv) Bank balances other than cash and cash 2,271.81 14,827.64 36,577.84 18,975.49 35,900.00
equivalents (iii) above
(v) Loans 160.60 136.67 246.56 133.97 207.80
(vi) Other financial assets 456.09 534.91 763.79 691.47 558.23
(c) Other current assets 1,522.84 6,200.30 5,043.40 4,284.37 6,511.22
(d) Assets held for Sales - 67.97 4.69 67.97 -
Total current assets 13,441.66 54,829.41 80,130.81 58,679.28 82,796.55

Total Assets 22,373.99 74,199.20 1,13,137.27 81,692.35 1,19,894.78

Equity and liabilities

Equity
(a) Equity share capital 1,971.38 2,433.66 2,629.62 2,532.24 2,631.39
(b) Other equity 2,305.10 15,950.44 38,248.50 24,645.65 42,216.07
Equity attributable to owners of the parent 4,276.48 18,384.10 40,878.12 27,177.89 44,847.46
company

(c) Non controlling interest 122.06 234.44 606.76 256.24 676.57

Total equity 4,398.54 18,618.54 41,484.88 27,434.13 45,524.03

Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 1,889.71 1,458.27 1,025.97 1,299.42 934.82
(ii) Lease liabilities 426.97 380.50 2,074.72 358.74 2,242.86
(iii) Other financial liabilities - - 513.33 - 487.90
(b) Long-term provisions 414.25 692.62 1,081.01 842.91 1,203.65
(c) Deferred tax liabilities (net) 264.09 479.44 371.03 797.39 368.42
(d) Other non-current liabilities 4.10 3,277.47 12,354.93 894.98 9,640.16
Total non-current liabilities 2,999.12 6,288.30 17,420.99 4,193.44 14,877.81

Current liabilities
(a) Financial liabilities

93
 (in ₹ million)
As at As at As at As at As at
Particulars March 31, March 31, March 31, June 30, June 30,
2022 2023 2024 2023 2024
(i) Borrowings 1,241.12 1,276.53 2,147.22 1,033.64 1,677.55
(ii) Lease Liabilities 76.28 87.42 285.85 88.06 277.20
(iii) Trade payables
- Total outstanding dues of micro enterprises and 96.18 657.13 966.86 583.58 591.55
small enterprises
- Total outstanding dues of creditors other than 5,251.43 13,659.11 13,785.42 10,041.15 18,030.46
micro enterprises and small enterprises
(iv) Supplier's credit / Letter of credit - 577.14 5,857.80 5,385.90 6,346.84 3,881.79
acceptances
(v) Other financial liabilities 881.10 2,986.64 5,093.07 3,634.91 4,901.41
(b) Provisions 16.45 278.97 2,245.10 1,782.11 2,079.72
(c) Other current liabilities 6,639.37 23,634.71 21,423.74 25,141.26 24,252.50
(d) Current tax liabilities (net) 197.26 854.05 2,898.24 1,413.23 3,800.76
Total current liabilities 14,976.33 49,292.36 54,231.40 50,064.78 59,492.94

Total equity and liabilities 22,373.99 74,199.20 1,13,137.27 81,692.35 1,19,894.78

94
 Restated summary profit and loss

(in ₹ million, unless otherwise stated)

Three Three
Year Year Year
months months
ended ended ended
Particulars ended ended
March 31, March 31, March 31,
June 30, June 30,
2022 2023 2024
2023 2024
1) Income
(a) Revenue from operations 28,542.65 67,508.73 1,13,976.09 33,282.92 34,089.01
(b) Other income 915.86 1,094.91 2,351.54 867.06 875.12
Total income 29,458.51 68,603.64 1,16,327.63 34,149.98 34,964.13

2) Expenses
(a) Cost of materials consumed 17,938.54 58,973.24 83,564.85 25,354.47 17,962.75
(b) Purchases of stock-in-trade 4,592.38 2,606.66 9,653.07 711.59 2,065.72
(c) Changes In inventories of finished goods, 635.95 (10,069.01) (5,619.86) 362.95 5,102.80
stock-in-trade and work-in-progress
(d) Other manufacturing and Engineering, 717.33 1,652.58 2,540.47 619.55 692.40
Procurement and construction project expenses
(e) Employee benefits expense 569.05 1,237.88 1,771.53 322.83 633.25
(f) Sales, administration and other expenses 2,979.94 4,760.95 6,321.80 1,235.63 2,107.32
(g) Finance costs 408.85 822.70 1,399.08 400.67 336.95
(h) Depreciation and amortization expense 432.74 1,641.34 2,768.10 568.67 757.65
Total expenses 28,274.78 61,626.34 1,02,399.04 29,576.36 29,658.84
3) Restated profit before tax and Exceptional 1,183.73 6,977.30 13,928.59 4,573.62 5,305.29
items (1-2)

4) Add/(less) : Exceptional items - (205.80) 3,413.42 - -

5) Restated profit before tax (3+4) 1,183.73 6,771.50 17,342.01 4,573.62 5,305.29

6) Tax expense
(i) Current tax 338.95 1,677.07 5,394.73 1,231.00 1,374.03
(ii) Tax for earlier years 0.45 (2.62) (0.01) - (120.28)
(iii) Deferred tax 47.83 94.28 (796.48) (40.11) 40.29
Total tax expense 387.23 1,768.73 4,598.24 1,190.89 1,294.04

7) Restated profit for the year/period (5-6) 796.50 5,002.77 12,743.77 3,382.73 4,011.25

8) Restated Other comprehensive income

Items that will be reclassified to statement of
profit or loss
(i) Foreign currency translation reserve (FCTR) - 0.20 (0.22) (0.01) (0.06)
(ii) Income tax effect on (i) above - (0.05) - 0.00 -
Items that will not be reclassified to statement
of profit or loss
(i) Remeasurement of the net defined benefit 2.95 (11.19) (7.81) (9.66) 1.27
liability / asset
(ii) Income tax effect on (i) above (0.74) 2.82 1.97 2.43 (0.32)
Restated total other comprehensive income 2.21 (8.22) (6.06) (7.24) 0.89

9) Restated total other Comprehensive income 798.71 4,994.55 12,737.71 3,375.49 4,012.14
for the period/ year (after tax) (7+8)

10) Restated net profit for the period/ year

attributable to
(a) Owners of the company 756.39 4,827.60 12,371.76 3,360.27 3,941.40
(b) Non-controlling interest 40.11 175.17 372.01 22.46 69.85
796.50 5,002.77 12,743.77 3,382.73 4,011.25
11) Restated other comprehensive income for
the period/ year attributable to
(a) Owners of the company 1.93 (8.26) (5.65) (6.76) 0.93

95
 (in ₹ million, unless otherwise stated)
Three Three
Year Year Year
months months
ended ended ended
Particulars ended ended
March 31, March 31, March 31,
June 30, June 30,
2022 2023 2024
2023 2024
(b) Non-controlling interest 0.28 0.04 (0.41) (0.48) (0.04)
2.21 (8.22) (6.06) (7.24) 0.89
12) Restated total comprehensive income for
the year attributable to (10 +11)
(a) Owners of the company 758.32 4,819.34 12,366.11 3,353.51 3,942.33
(b) Non-controlling interest 40.39 175.21 371.60 21.98 69.81
798.71 4,994.55 12,737.71 3,375.49 4,012.14

Restated Earnings per equity share of ₹ 10/- each:

(EPS for the three months ended June 30, 2023
and June 30, 2024 not annualised)
(i) Basic (in ₹) 3.84 21.82 48.05 13.78 14.98
(ii) Diluted (in ₹) 3.84 21.57 47.86 13.64 14.93

96
 Restated summary cashflow

(in ₹ million)
Three Three
Year Year Year
months months
ended ended ended
Particulars ended ended
March 31, March 31, March 31,
June 30, June 30,
2022 2023 2024
2023 2024
A. Cash flow from operating activities :
Restated Profit before tax after exceptional items 1,183.73 6,771.50 17,342.01 4,573.62 5,305.29
Add / (Less): adjustments for - - -
Depreciation and amortisation expenses 432.74 1,641.34 2,768.10 568.67 757.65
Interest expense (including interest expense on 336.24 579.94 933.37 337.36 225.32
lease liability)
Interest on income tax 24.59 114.48 306.76 9.09 29.14
Remeasurement of defined benefit plans 2.95 - - - -
Interest income (93.35) (509.04) (1,500.82) (312.30) (637.29)
Interest received on financial assets carried at - - (5.03) (1.04) (5.72)
amortised cost
Employee ESOP expenses - 366.81 98.29 27.97 14.84
(Gain) / loss on unrealised foreign exchange (19.56) (17.35) 87.25 (121.53) 34.13
(Gain)/loss on disposal of property, plant and 0.03 11.69 3.87 1.80 1.90
equipment
Profit on sale of subsidiary (104.17) - - - -
(Gain) / loss on disposal of current investment (5.46) (66.16) (312.54) (10.86) (15.33)
(Gain) / loss on change in fair value of investment (0.95) (4.66) (10.90) (22.09) (2.22)
Loss on impairment of Non Current Assets held - - 24.82 - -
for sale
Provision for doubtful debt - 6.74 (6.17) 53.78 -
Provision for doubtful deposits and other - 2.81 - - -
receivables
Provision for doubtful advances - 42.76 50.34 - -
Provision for warranty 136.69 286.22 543.66 164.40 158.39
Allowance for expected credit loss 30.10 (23.32) 162.27 49.99 (45.06)
Provision for dimunition in investment - 100.00 - - -
Provision for raw materials - 105.80 - - -
Operating profit before working capital 1,923.58 9,409.56 20,485.28 5,318.86 5,821.04
changes

Add / (Less) : adjustments for change in

working capital
(Increase) / decrease in inventory (1,701.64) (21,707.02) 1,233.36 4,353.13 (781.51)
(Increase) / decrease in trade receivables 214.75 (2,145.09) (6,695.70) (2,076.60) (1,203.18)
(Increase) / decrease in other current financial (204.04) 49.33 40.99 (130.57) 165.22
assets
(Increase) / decrease in other current assets & non (856.59) (5,680.75) 1,075.63 1,916.92 (1,459.90)
current assets
(Increase) / decrease in security deposits (6.66) - (127.10) (2.31) 18.39
Increase / (decrease) in provision (33.32) (5.25) 1,797.32 1,478.54 (200.16)
Increase / (decrease) in trade payables 1,806.66 10,730.98 484.58 (3,593.06) 3,809.81
Increase/(decrease) in suppliers credit / LC- (188.19) 5,280.61 (549.16) 384.69 (1,448.39)
Acceptances
Increase in other current and non current financial - - - - 98.50
liabilities
Increase in other current and non current liabilities 797.41 524.39 1,789.31 369.37 113.98
Increase / (decrease) in other liabilities 5,515.75 20,149.06 6,866.49 (875.97) -
Cash generated from operations 7,267.71 16,605.82 26,401.00 7,143.00 4,933.80
Add / (Less):-Direct taxes paid (net of refunds) (259.15) (1,003.54) (3,350.79) (669.82) (351.78)
Net Cash Inflow from operating activities 7,008.56 15,602.28 23,050.21 6,473.18 4,582.02

B. Cash flow from investing activities :

Acquisition of property, plant and equipment and (4,964.66) (8,654.35) (13,423.36) (3,124.71) (4,016.66)
intangible assets (including capital advances
given).
Proceeds from sale of property, plant and 7.85 36.53 49.86 - 4.70

97
 (in ₹ million)
Three Three
Year Year Year
months months
ended ended ended
Particulars ended ended
March 31, March 31, March 31,
June 30, June 30,
2022 2023 2024
2023 2024
equipment
Loans received back during the period / year 367.70 268.60 - 5.56 37.50
Loan granted during the period / year (48.99) (244.67) (109.90) (2.86) (3.61)
Proceeds from sale of subsidiary 416.14 - - - -
Fixed deposits opened (5,915.32) (36,446.27) (60,271.47) (15,551.03) (15,009.22)
Fixed deposits matured 4,594.78 22,714.96 39,181.14 10,986.32 14,743.86
Proceeds from sale of current investment 306.31 1,091.79 19,056.59 3,205.06 2,308.45
Purchase of Current Investment (1,605.71) - (19,134.04) (8,419.16) (1,700.00)
Interest received 93.35 295.19 1,248.66 255.14 656.17
Net cash (outflow) from investing activities (6,748.55) (20,938.22) (33,402.52) (12,645.68) (2,978.81)

C. Cash flow from financing activities :

Repayment of borrowings (312.65) (1,671.95) (7,377.12) (986.37) (554.68)
Proceeds from borrowings 1,719.68 163.95 7,793.49 584.58 -
Proceeds from issue of equity share - 10,401.21 10,044.26 5,421.76 12.39
Acquisition of Non Controlling Interest - (1,486.92) (0.57) - -
Share application money pending allotment - 0.67
Equity share issue expenses - (207.61) (9.60) (9.60) -
Repayment of lease liabilities (138.15) (116.54) (146.24) (26.66) (101.98)
Dividend paid (4.76) (2.65) (5.32) - -
Interest paid (278.93) (654.71) (1,171.48) (337.92) (266.91)
Interest paid on lease liability (35.60) (18.34)
Net cash inflow from financing activities 985.19 6,424.78 9,091.82 4,645.79 (928.85)

Net increase / (decrease) in cash and cash 1,245.20 1,088.84 (1,260.49) (1,526.71) 674.37
equivalents ( A +B + C)
Add: Cash and cash equivalents at the beginning 128.20 1,391.86 2,536.53 2,536.53 1,213.85
of year/period
Add/(less): on acquisition / (cessation) of (1.10) (0.23) - - -
subsidiary
Less : Effect of Foreign Exchange in Cash and 19.56 56.06 (62.19) 63.63 68.41
Cash Equivalent
Cash and cash equivalents at the end of 1,391.86 2,536.53 1,213.85 1,073.45 1,956.62
year/period

98
 GENERAL INFORMATION

Our Company was originally incorporated as ‘Anmol Fluid Connectors Private Limited’ at Mumbai, Maharashtra
as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated
December 18, 1990, issued by the RoC. The name of our Company was changed to ‘Waaree Solar Private
Limited’, pursuant to a fresh certificate of incorporation issued by the RoC on April 25, 2007. The name of our
Company was again changed to ‘Waaree Energies Priave Limited’, pursuant to a fresh certificate of incorporation
issued by the RoC on October 15, 2007. The name of our Company was further changed to ‘Waaree Energies
Private Limited’, pursuant to a fresh certificate of incorporation issued by the RoC on December 12, 2007.
Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed in
the extraordinary general meeting of the Shareholders of our Company held on March 8, 2013, and consequently
the name of our Company was changed to its present name, i.e., Waaree Energies Limited, pursuant to a fresh
certificate of incorporation issued by the RoC on May 2, 2013. For further details relating to the changes in the
name and registered office of our Company, see “History and Certain Corporate Matters” on page 273.

Registered and Corporate Office of our Company

The address and certain other details of our Registered and Corporate Office are as follows:

Waaree Energies Limited

602, 6th Floor, Western Edge – I
Western Express Highway
Borivali (East)
Mumbai – 400 066
Maharashtra, India
Website: [Link]

For details of the changes in our registered office, see “History and Certain Corporate Matters – Changes in the
registered office” at page 273.

Company Registration Number and Corporate Identity Number

The registration number and corporate identity number of our Company are as follows:

a. Registration number: 059463

b. Corporate identity number: U29248MH1990PLC059463

The Registrar of Companies

Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai, which is situated at the
following address:

100, Everest
Marine Drive
Mumbai – 400 002
Maharashtra, India

Board of Directors

The following table sets out the brief details of our Board as on the date of this Red Herring Prospectus:

Name of Director Designation DIN Address

Hitesh Chimanlal Chairman and Managing 00293668 Near Jain Temple, 93, Mahagiri, Ashok Nagar,
Doshi Director Kandivali (East), Mumbai – 400 101,
Maharashtra
Viren Chimanlal Whole-time Director 00207121 Near Jain Temple, 93, Mahagiri, Ashok Nagar,
Doshi Kandivali (East), Mumbai – 400 101,
Maharashtra

99
 Name of Director Designation DIN Address
Hitesh Pranjivan Whole-time Director 00207506 F 202, Krishna Residency, Sundar Nagar, Near
Mehta Dalmia College, Malad West, Mumbai – 400
064, Maharashtra
Dr. Arvind Non-Executive Director 10164194 L-7/56, Vrundavan CHS, Tilak Nagar, Chembur,
Ananthanarayanan Mumbai – 400 089, Maharashtra
Sujit Kumar Varma Independent Director 09075212 A-20, Sterling Apartment, Pedder Road, Mumbai
– 400 026, Maharashtra
Rajender Mohan Independent Director 00136657 C- 4/19, Safdarjung Development Area, Hauz
Malla Khas, South West, Delhi – 110 016
Jayesh Dhirajlal Independent Director 00182196 D/203, Panchsheel Heights, Mahavir Nagar,
Shah Dahanukar Wadi, Kandivali (West), Mumbai –
400 067, Maharashtra
Richa Manoj Goyal Independent Director 00159889 501, Prakruti Apartment, Opposite Uma Bhavan,
Bhatar Road, Surat – 395 017, Gujarat

For further details of our Board of Directors, see “Our Management – Board of Directors” on page 292.

Company Secretary and Compliance Officer

Rajesh Ghanshyam Gaur is the Company Secretary and Compliance Officer of our Company. His contact details
are as follows:

Rajesh Ghanshyam Gaur

602, 6th Floor, Western Edge – I
Western Express Highway
Borivali (East)
Mumbai – 400 066
Maharashtra, India
Telephone: +91 22 6644 4415
E-mail: investorrelations@[Link]

Investor Grievances

Investors can contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the
Offer in case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment,
non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or
non-receipt of funds by electronic mode.

All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the
Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI
Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID, in case of UPI Bidders.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediary(ies) in addition to the information mentioned hereinabove.
All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges
with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the
SCSBs for addressing any clarifications or grievances of ASBA Bidders.

All Offer related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

100
Book Running Lead Managers

Axis Capital Limited IIFL Securities Limited

1st Floor, Axis House 24th Floor, One Lodha Place
Pandurang Budhkar Marg, Worli Senapati Bapat Marg, Lower Parel (W)
Mumbai – 400 025 Mumbai – 400 013
Maharashtra, India Maharashtra, India
Telephone: +91 22 4325 2183 Telephone: +91 22 4646 4728
E-mail: [Link]@[Link] E-mail: [Link]@[Link]
Website: [Link] Website: [Link]
Investor grievance e-mail: complaints@[Link] Investor grievance e-mail: [Link]@[Link]
Contact person: Sagar Jatakiya Contact person: Devendra Maydeo/Pawan Jain
SEBI registration no.: INM000012029 SEBI registration no.: INM000010940

Jefferies India Private Limited Nomura Financial Advisory and Securities (India)
16th Floor, Express Towers, Private Limited
Nariman Point, Ceejay House, Level 11 Plot F,
Mumbai – 400 021 Shivsagar Estate, Dr. Annie Besant Road, Worli,
Maharashtra, India Mumbai – 400 018, Maharashtra, India
Telephone: +91 22 4356 6000 Telephone: +91 22 4037 4037
E-mail: [Link]@[Link] E-mail: waareeipo@[Link]
Investor grievance e-mail: Investor grievance e-mail: investorgrievances-
[Link]@[Link] in@[Link]
Contact person: Suhani Bhareja Website:
Website: [Link] [Link]/company/group/asia/india/i
SEBI registration no.: INM000011443 [Link]
Contact person: Arun Narayana / Vishal Kanjani
SEBI registration no.: INM000011419

SBI Capital Markets Limited Intensive Fiscal Services Private Limited

1501, 15th Floor, Parinee Crescenzo 914, 9th Floor, Raheja Chambers,
G Block, Bandra Kurla Complex Free Press Journal Marg,
Bandra (East), Mumbai 400051 Nariman Point, Mumbai - 400 021
Maharashtra, India Maharashtra, India
Telephone: +91 22 4006 9807 Tel.: +91 22 2287 0443
Email: [Link]@[Link] E-mail: [Link]@[Link]
Investor grievance email: Investor Grievance e-mail:
[Link]@[Link] [Link]@[Link]
Website [Link] Website: [Link]
Contact person: Raghavendra Bhat/Aditya Deshpande Contact person: Harish Khajanchi / Anand Rawal
SEBI registration no: INM000003531 SEBI Registration No.: INM000011112

ITI Capital Limited

ITI House 36, Dr. R. K. Shirodkar Marg
Parel, Mumbai – 400 012
Maharashtra, Mumbai
Telephone: +91 22 69113300/ +91 22 6911 3371
Email: [Link]@[Link]
Investor grievance email:
investorgrievance@[Link]
Website: [Link]
Contact person: Pallavi Shinde
SEBI registration no: INM000010924

Syndicate Members

SBICAP Securities Limited Investec Capital Services (India) Private Limited

Marathon Futurex, B-Wing 1103-04, 11th floor B Wing, Parinee Crescenzo
Unit No. 1201, 12th Floor, N M Joshi Marg Bandra Kurla Complex, Mumbai – 400 051
Lower Parel East, Mumbai – 400 013 Maharashtra, India

101
Maharashtra, India Telephone: +91 22 6849 7400
Telephone: +91 22 6931 6204 Email: [Link]@[Link]
Email: [Link]@[Link] Website: [Link]
Website: [Link] Contact person: Kunal Naik
Contact person: Archana Dedhia SEBI registration no: INZ000007138
SEBI registration no: INZ000200032

Antique Stock Broking Limited

ITI House, 36 Dr. R. K. Shirodkar Marg
Parel, Mumbai – 400 012
Maharashtra, India
Telephone: +91 22 6911 3300
Email: jignesh@[Link]
Website: [Link]
Contact person: Jignesh Sangani
SEBI registration no: INZ000001131

Statement of inter-se allocation of responsibilities among the BRLMs

The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:

Sr. Co-
Activity Responsibility
No. ordination
1. Due diligence of Company including its operations / management / business All BRLMs Axis
plans / legal etc., Drafting and design of Draft Red Herring Prospectus, Red
Herring Prospectus and Prospectus. Ensure compliance and completion of
prescribed formalities with the Stock Exchanges, SEBI and RoC including
finalisation of Prospectus and RoC filing

Capital structuring with the relative components and formalities such as

composition of debt and equity, type of instruments, and positioning strategy
2. Drafting and approval of all statutory advertisements All BRLMs Axis
3. Appointment of Registrar to the Offer, Advertising Agency and Printer to the All BRLMs Axis
Offer including co-ordination for their agreements
4. Drafting and approval of all publicity material other than statutory All BRLMs IIFL
advertisements as mentioned in point 3 above, including corporate advertising
and brochures and filing of media compliance report with SEBI`.
5. Appointment of all other intermediaries (including coordination of all All BRLMs IIFL
agreements)
6. Preparation of road show presentation and FAQs All BRLMs Nomura
7. International institutional marketing of the Offer, which will cover, inter alia: All BRLMs Jefferies
• Institutional marketing strategy
• Finalising the list and division of international investors for one-to-one
meetings
• Finalising international road show and investor meeting schedules
8. Domestic institutional marketing of the Offer, which will cover, inter alia: All BRLMs Axis
• Finalising the list and division of domestic investors for one-to-one
meetings
• Finalising domestic road show and investor meeting schedules

9. Conduct non-institutional marketing of the Offer All BRLMs IIFL

10. Conduct retail marketing of the Offer, which will cover, inter-alia: All BRLMs Axis
• Finalising media, marketing, public relations strategy and publicity
budget
• Finalising collection centres
• Finalising centres for holding conferences for brokers etc.

102
 Sr. Co-
Activity Responsibility
No. ordination
• Follow-up on distribution of publicity and Offer material including
form, RHP/Prospectus and deciding on the quantum of the Offer
material
11. Coordination with Stock Exchanges for book building software, bidding Nomura
All BRLMs
terminals and mock trading
12. Managing anchor book related activities, coordination with Stock Exchanges All BRLMs Nomura
for anchor intimation, submission of letters regulators post completion of
anchor allocation
13. Managing the book and finalization of pricing in compliance with SEBI ICDR All BRLMs Jefferies
regulations
14. Post-Offer activities – Post bidding activities including management of All BRLMs IIFL
escrows accounts, coordinate non-institutional allocation, coordination with
Registrar, SCSBs and Bankers to the Offer, intimation of allocation and
dispatch of refund to Bidders, etc.

Post-Offer activities, which shall involve essential follow-up steps including

allocation to Anchor Investors, follow-up with Bankers to the Offer and
SCSBs to get quick estimates of collection and advising the Issuer about the
closure of the Offer, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds and coordination with
various agencies connected with the post-Offer activity such as registrar to the
Offer, Bankers to the Offer, SCSBs including responsibility for underwriting
arrangements, as applicable.

Payment of the applicable securities transactions tax on sale of unlisted equity

shares by the Selling Shareholders under the Offer for Sale to the Government.

Submission of all post Offer reports including the initial and final post Offer
report to SEBI.

Legal Counsel to the Company as to Indian law

Khaitan & Co
10th, 13th & 14th Floors, Tower 1C
One World Centre
841, Senapati Bapat Marg
Mumbai – 400 013, Maharashtra
Telephone: +91 22 6636 5000

Registrar to the Offer

Link Intime India Private Limited

C-101, 247 Park
LBS Marg, Surya Nagar, Gandhi Nagar
Vikhroli (West)
Mumbai – 400 083
Maharashtra, India
Telephone: +91 81081 14949
E-mail: [Link]@[Link]
Investor grievance e-mail: [Link]@[Link]
Website: [Link]
Contact person: Shanti Gopalkrishnan
SEBI registration no: INR000004058

103
Bankers to the Offer

Escrow Collection Bank, Refund Bank and Sponsor Bank

Kotak Mahindra Bank Limited

Kotak Infiniti, 6th Floor, Building No. 21
Infinity Park, Off Western Express Highway
General AK Vidya Marg, Malad (East)
Mumbai – 400 097, Maharashtra, India
Telephone: +91 22 6605 6603
E-mail: cmsipo@[Link]
Website: [Link]
Contact Person: Siddhesh Shirodkar
SEBI registration no: INBI00000927

Public Offer Account Bank and Sponsor Bank

ICICI Bank Limited

Capital Market Division
5th Floor, HT Parekh Marg
Church gate, Mumbai – 400 020
Maharashtra, India
Telephone: +91 22 6805 2182/ 6805 2189
E-mail: [Link]@[Link]
Website: [Link]
Contact Person: Varun Badai
SEBI registration no: INBI00000004

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
[Link] or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder
(other than a UPI Bidders), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, CRTA
or CDP may submit the Bid cum Application Forms, is available at
[Link] do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.

SCSBs eligible as Issuer Banks for UPI Mechanism and eligible mobile applications

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, UPI Bidders may only apply through the SCSBs and
mobile applications using the UPI handles specified on the website of the SEBI
([Link]
[Link] and updated from
time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI at [Link] intmId=35, which may
be and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI at [Link]
yes&intmId=35 or any such other website as may be prescribed by SEBI from time to time.

104
Registered Brokers

The list of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
[Link] and
[Link] respectively, as updated from
time to time.

Registrar and Share Transfer Agents

The list of the CRTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such
as address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
[Link]/Static/Markets/PublicIssues/[Link]? and [Link]/products/content/
equities/ipos/[Link], respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
[Link]/Static/Markets/PublicIssues/[Link]? and [Link]/products/content/equities/
ipos/asba_procedures.htm, respectively, as updated from time to time.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated October 14, 2024 from S R B C & CO LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (i)
examination report, dated October 3, 2024 on our Restated Consolidated Summary Statements; and (ii) their report
dated October 8, 2024 on the Statement of special tax benefits for our Company and our Shareholders included in
this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.

Our Company has received written consent dated October 7, 2024 from KKC & Associates LLP (Formerly Khimji
Kunverji & Co LLP), Chartered Accountants, to include their name as required under section 26 (1) of the
Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 in respect of their report dated October 7, 2024 on the
Statement of special tax benefits for our Material Subsidiary, Waaree Renewable Technologies Limited, included
in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring
Prospectus.

Our Company has received written consent dated October 7, 2024 from Oriens Advisors LLP, to include their
name, as required under Section 26 of the Companies Act, 2013, in this Red Herring Prospectus and as an ‘expert’
under Section 2(38) of Companies Act, 2013 in respect of the Project Report. Such consent has not been
withdrawn up to the time of delivery of this Red Herring Prospectus.

Our Company has received written consent dated October 8, 2024 from M.R. Prajapati, Chartered Engineer, as
chartered engineer to include his name, as required under Section 26 of the Companies Act, 2013, in this Red
Herring Prospectus and as an ‘expert’ under Section 2(38) of Companies Act, 2013 in respect of the certificate
dated October 8, 2024. Such consent has not been withdrawn up to the time of delivery of this Red Herring
Prospectus.

Statutory Auditor to our Company

S R B C & CO LLP
Chartered Accountants
The Ruby, 12th Floor

105
29 Senapati Bapat Marg, Dadar (West)
Mumbai – 400 028, Maharashtra
Telephone: +91 22 6819 8000
E-mail: [Link]@[Link]
Firm registration no.: 324982E/E300003
Peer review no.: 014892

Changes in auditors

Except as disclosed below, there has been no change in the auditors of our Company during the three years
preceding the date of this Red Herring Prospectus.

Particulars Date of change Reason for change

S R B C & CO LLP September 30, 2022 Appointment as the Statutory
Chartered Accountants Auditor of our Company.
12th Floor, The Ruby,
29 Senapati Bapat Marg, Dadar (West)
Mumbai – 400 028, Maharashtra
Telephone: +91 22 6819 8000
E-mail: [Link]@[Link]
Firm registration no.: 324982E/E300003
Peer review no.: 014892
Shah Gupta & Co. September 30, 2022 Resignation as the statutory auditor
Chartered Accountants of our Company due to pre-
38 Bombay Mutual Building occupation and other engagements.
2nd Floor, Dr. D. N. Rd,
Fort, Mumbai – 400 001, Maharashtra
E-mail: contact@[Link]
Peer review no.: 013934
Firm registration no: 109574W

Bankers to our Company

State Bank of India Bank of Maharashtra

Industrial Finance Branch, 102, Natraj Mahabank Bhawan, Opposite Shivsena Bhawan
194, Sir M.V. Road, W.E. Highway-Metro Junction Gadkari Chowk, Dadar West
Andheri (E), Mumbai - 400 069, Maharashtra Mumbai – 400 028, Maharashtra
Telephone: +91 22 4166 9721 Telephone: +91 77099 00244 / 86574 72903
E-mail: rmamt2.04732@[Link] E-mail: boml6@[Link] / brmgr
Contact person: Satyendra Kumar l6@[Link]
Website: [Link] Contact person: Kundan Kumar Singh
Website: [Link]

The Hongkong and Shanghai Banking Corporation IndusInd Bank Limited

52/60, Mahatma Gandhi Road 11th Floor, Tower 1C, One World Center
Fort, Mumbai – 400 001 Senapati Bapat Marg, Prabhadevi
Maharashtra, India Mumbai – 400 013, Maharashtra
Telephone: +91 98206 09146 Telephone: +91 22 7143 2150
E-mail: [Link]@[Link] E-mail: [Link]@[Link] /
Contact person: Onias Fernandes [Link]@[Link] /
Website: [Link] [Link]@[Link]
Contact person: Abhishek Jain, Madhavi Hegde, Kenjal
Bhandari
Website: [Link]

Bank of India Union Bank of India

MDI Building, First Floor Large Corporate Branch Fort Mumbai
28, SV Road, Andheri West Near Bombay House, 18 Homi Modi Street
Mumbai – 400 058, Maharashtra Nanavati Mahalaya Fort, Mumbai – 400 023, Maharashtra
Telephone: +91 22 2671 9818 Telephone: +91 83568 00511
E-mail: [Link]@[Link] E-mail: ubin0800511@[Link]
Contact person: Beena Chawla Contact person: Abhishek Tandon
Website: [Link] Website: [Link]

106
 Bank of Baroda
Mid Corporate Branch Surat
Sun Complex 2nd Floor, Ghod Daud Road
Surat – 395 007, Gujarat
Telephone: 0261 2294209/ 2294215
E-mail: cfssur@[Link]
Contact person: Tarun Kumar Sharma
Website: [Link]

Grading of the Offer

No credit agency registered with SEBI has been appointed for obtaining grading for the Offer.

Appraising Entity

No appraising entity has been appointed in relation to the Offer.

Monitoring Agency

Our Company has, in compliance with Regulation 41 of the SEBI ICDR Regulations, appointed CARE Ratings
Limited as the Monitoring Agency for monitoring the utilisation of the Gross Proceeds. For further details in
relation to the proposed utilisation of the proceeds from the Fresh Issue, see “Objects of the Offer – Monitoring
of utilization of funds” on page 149. The details of the Monitoring Agency are as follows:

CARE Ratings Limited

4th Floor, Godrej Coliseum,
Somaiya Hospital Road, Off Eastern Express Highway,
Sion (East), Mumbai – 400 022, Maharashtra
Tel: 9833270515
E-mail: [Link]@[Link]
Contact person: Maheshkumar Narhare
Website: [Link]
SEBI registration no: IN/CRA/004/1999

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Debenture Trustee

As the Offer is of Equity Shares, the appointment of a debenture trustee is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Filing of Offer Documents

A copy of the Draft Red Herring Prospectus was filed electronically on the SEBI’s online portal at
[Link] in accordance with SEBI master circular bearing reference no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023. It was also filed with SEBI at:
Securities and Exchange Board of India
Corporation Finance Department Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai 400 051, Maharashtra, India

A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 is being filed with the RoC and a copy of the Prospectus to be filed under

107
Section 26 of the Companies Act, 2013 would be filed with the RoC at its office, and through the electronic portal
at [Link]
Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of this Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band.
The Price Band and Minimum Bid Lot will be decided by our Company in compliance with the SEBI ICDR
Regulations, and will be advertised in all editions of Financial Express (a widely circulated English national daily
newspaper), all editions of Jansatta (a Hindi national daily newspaper) and Mumbai edition of Navshakti (a widely
circulated Marathi newspaper, Marathi being the regional language of Maharashtra where our Registered and
Corporate Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall be made
available to the Stock Exchanges for the purposes of uploading on their respective websites. Pursuant to the Book
Building Process, the Offer Price shall be determined by our Company, in compliance with the SEBI ICDR
Regulations, after the Bid/Offer Closing Date. For further details, see “Offer Procedure” on page 555.

All investors, other than Anchor Investors, shall only participate through the ASBA process by providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs.
Retail Individual Bidders shall participate through the ASBA process, either by (i) providing the details of their
respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (ii) using
the UPI Mechanism. Non-Institutional Bidders with an application size of up to ₹500,000 shall use the UPI
Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate
Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
Anchor Investors are not permitted to participate in the Offer through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any
stage. Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion can revise
their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor
Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than
Anchor Investors) will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary
basis and allocation to Non-Institutional Investors shall not be less than ₹200,000, subject to the availability of
Equity Shares in the Non-Institutional Investors’ category, and the remaining Equity Shares, if any, shall be
Allotted on a proportionate basis. For further details, see “Terms of the Offer” and “Offer Procedure” on pages
544 and 555, respectively.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in
relation to this Offer. Each of the Selling Shareholders have, severally and not jointly, specifically
confirmed that they will comply with the SEBI ICDR Regulations and any other directions issued by SEBI,
as applicable to such Selling Shareholder, in relation to its portion of the Offered Shares. In this regard,
our Company and the Selling Shareholders have appointed the Book Running Lead Managers to manage
this Offer and procure Bids for this Offer.

The Book Building Process and the Bidding process are subject to change from time to time, and the
Bidders are advised to make their own judgment about investment through the aforesaid processes prior
to submitting a Bid in the Offer.

Bidders should note that the Offer is also subject to (i) filing the Prospectus with the RoC; and (ii) obtaining
final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after
Allotment.

Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.

For further details on the method and procedure for Bidding, see sections titled “Offer Procedure” and “Offer
Structure” on pages 555 and 551, respectively.

Underwriting Agreement

Prior to the filing of the Prospectus with the RoC, and in accordance with the nature of underwriting which is
determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, our Company and the Selling

108
Shareholders will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to
be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten in the Offer
shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations
of the Underwriters will be several and will be subject to certain conditions to closing, as specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:

(The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus and will be
executed prior to the filing of the Prospectus with the RoC, as applicable. This portion has been intentionally left
blank and will be filled in before the filing of the Prospectus with the RoC, as applicable)

Amount
Name, address, telephone and e-mail of the Indicative number of
underwritten
Underwriters Equity Shares to be underwritten
(in ₹ million)
[●] [●] [●]

The abovementioned underwriting commitment is indicative and will be finalized after determination of the Offer
Price and Basis of Allotment and will be subject to the provisions of Regulation 40(2) of the SEBI ICDR
Regulations.

In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board/IPO Committee,
at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf
of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to investors procured by them.

Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be
responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their
underwriting obligations.

109
 CAPITAL STRUCTURE

The share capital of our Company as at the date of this Red Herring Prospectus, is set forth below:

(in ₹, except share data)

Aggregate value at Aggregate value at
face value Offer Price*
A AUTHORIZED SHARE CAPITAL
500,000,000 Equity Shares of face value of ₹10 each 5,000,000,000 -

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

263,331,104 Equity Shares of face value of ₹10 each 2,633,311,040 -

C PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS

Offer of up to [•] Equity Shares of face value of ₹10 each aggregating [•] [•]
up to ₹[•] million(1)(2)
of which
Fresh Issue of up to [●] Equity Shares of face value of ₹10 each [•] [•]
aggregating up to ₹36,000 million (1)
Offer for Sale of up to 4,800,000 Equity Shares of face value of ₹10 [•] [•]
each aggregating up to ₹[●] million(2)
Which includes:
Employee Reservation Portion of up to [●] Equity Shares of face [•] [•]
value of ₹10 each^
Net Offer of up to [●] Equity Shares of face value of ₹10 each [•] [•]

D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER*

[●] Equity Shares of face value of ₹10 each [•] [•]

E SECURITIES PREMIUM ACCOUNT

Before the Offer 19,587,663,137
After the Offer [•]
*
To be updated upon finalization of the Offer Price.
^
Our Company may offer an Employee Discount of up to [●]% to the Offer Price (equivalent of ₹[●] per Equity Share), in compliance with
the SEBI ICDR Regulations, which shall be announced at least two Working Days prior to the Bid/Offer Opening Date.
(1)
The Offer has been authorized by a resolution of our Board dated June 16, 2023 and the Fresh Issue has been authorized by a special
resolution of our Shareholders, dated September 29, 2023. Thereafter, the size of the Fresh Issue has been increased from ₹30,000 million to
₹36,000 million by a resolution of our Board dated February 20, 2024 and a special resolution of our Shareholders dated March 13, 2024.
(2)
The Selling Shareholders, severally and not jointly, confirm that the Equity Shares being offered by the respective Selling Shareholders are
eligible for being offered for sale pursuant to the Offer for Sale in terms of the SEBI ICDR Regulations. The Selling Shareholders have,
severally and not jointly, confirmed and authorized their respective participation in the Offer for Sale. For further information, see “The
Offer” and “Other Regulatory and Statutory Disclosures” on pages 90 and 522, respectively.

Changes in the authorised share capital of our Company

For details of the changes to the authorised share capital of our Company in the past 10 years, see “History and
Certain Corporate Matters- Amendments to our Memorandum of Association” on page 274.

Notes to the Capital Structure

1. Equity Share capital history of our Company

110
 The following table sets forth the history of the Equity Share capital of our Company:

Face Issue
No. of value price
Cumulative
Date of Reason/ Nature equity per per Form of
Names of the allottees no. of equity
allotment of allotment shares equity equity consideration
shares
allotted share share
(₹) (₹)
December Initial Allotment of 100 equity shares each to Murli Dhar Odhrani and Padma M. Odhrani 200 200 100 100 Cash
18, 1990 subscription to
the MoA
June 14, Preferential Allotment of 5,000 equity shares to Chimanlal T. Doshi 5,000 5,200 100 100 Cash
2003 allotment*
October Preferential Allotment of 312,950 equity shares to Waaree Instruments Limited, 69,000 equity shares to Mona 635,233 640,433 100 100 Cash
15, 2008 allotment Digital, 40,000 equity shares to New Planet Trading Company Private Limited, 27,000 equity shares to
Chimanlal T. Doshi, 24,630 equity shares to Hansa Dhruv, 22,070 equity shares to Bindiya Kirit Doshi,
21,000 equity shares to Mona E-securities, 20,000 equity shares to Abhilasha Money Operations Private
Limited, 12,500 equity shares each to Raunak Securities Private Limited and Paras Corporation Services
Private Limited, 11,000 equity shares to Rekha Kantilal Doshi, 9,000 equity shares to Goyal Finance
India Limited, 8,000 equity shares each to Rishikant Upadhya and Hitesh Chimanlal Doshi (HUF), 7,500
equity shares to Viren Chimanlal Doshi, 6,233 equity shares to Hitesh Chimanlal Doshi, 5,900 equity
shares to Chimanlal T. Doshi (HUF), 5,600 equity shares to Kantilal Doshi, 5,000 equity shares to Bina
Pankaj Doshi, 4,800 equity shares to Kirit Chimanlal Doshi and 2,550 equity shares to Pankaj Chimanlal
Doshi (HUF).
Our Company had, pursuant to a Shareholders’ resolution dated October 31, 2008, sub-divided its equity share capital by sub-dividing the face value of the Equity Shares from ₹100 to ₹10 per
equity share. Consequently, the issued and paid-up equity share capital of our Company stood altered from ₹64,043,300 (divided into 640,433 equity shares of ₹100 each) to ₹64,043,300 (divided
into 6,404,330 equity shares of ₹10 each).
February Preferential Allotment of 175,000 Equity Shares to Mona E-securities and 150,000 Equity Shares to Sidh Housing 325,000 6,729,330 10 10 Cash
28, 2009 allotment Development Company Limited.
March 18, Preferential Allotment of 1,000,000 Equity Shares to Waaree Infrastructure & Agritech Private Limited, 873,570 2,597,570 9,326,900 10 10 Cash
2009 allotment Equity Shares to Waaree Instruments Limited, 332,500 Equity Shares to Hitesh Chimanlal Doshi,
290,000 Equity Shares to Kirit Chimanlal Doshi, 100,000 Equity Shares to Manor Steel Private Limited
and 1,500 Equity Shares to Viren Chimanlal Doshi.

July 24, Preferential Allotment of 350,000 Equity Shares to Waaree Infrastructure & Agritech Private Limited, 250,000 673,100 10,000,000 10 10 Cash
2009 allotment Equity Shares to Waaree Instruments Limited, 36,000 Equity Shares to Hitesh Chimanlal Doshi, 11,500
Equity Shares to Kirit Chimanlal Doshi, 7,000 Equity Shares to Nipa Viren Doshi, 5,100 Equity Shares
to Bindiya Kirit Doshi, 4,000 Equity Shares to Bina Pankaj Doshi, 3,500 Equity Shares to Viren
Chimanlal Doshi (HUF), 3,000 Equity Shares each to Viren Chimanlal Doshi and Binita Hitesh Doshi.
October Preferential Allotment of 1,723,497 Equity Shares to Waaree Instruments Limited, 138,452 Equity Shares to Vaishal 2,000,000 12,000,000 10 10 Cash
16, 2009 allotment Prakashbhai Shah and 138,051 Equity Shares to Tejas Jayvantkumar Mehta.

111
 Face Issue
No. of value price
Cumulative
Date of Reason/ Nature equity per per Form of
Names of the allottees no. of equity
allotment of allotment shares equity equity consideration
shares
allotted share share
(₹) (₹)
January Preferential Allotment of 11,188,080 Equity Shares to Patan Solar Private Limited, 690,800 Equity Shares to Viren 13,000,000 25,000,000 10 10 Cash
24, 2011 allotment Chimanlal Doshi, 677,800 Equity Shares to Kirit Chimanlal Doshi, 367,240 Equity Shares to Binita
Hitesh Doshi and 76,080 Equity Shares to Pankaj Chimanlal Doshi.
December Preferential Allotment of 29,000,000 Equity Shares to Mahavir Thermoequip Private Limited (subsequently known 50,000,000 75,000,000 10 10 Cash
16, 2011 allotment as Waaree Sustainable Finance Private Limited) and 21,000,000 Equity Shares to Patan Solar Private
Limited.
October Preferential Allotment of 250,000 Equity Shares to Hitesh Pranjivan Mehta. 250,000 75,250,000 10 10 Cash
10, 2013 allotment
January Preferential Allotment of 50,000 Equity Shares each to Bhartiben Shah and Vinaykant Shah and 17,500 Equity 135,000 75,385,000 10 10 Cash
10, 2014 allotment Shares each to Jayesh D. Shah and Prerana Shah.
March 8, Preferential Allotment of 112,500 Equity Shares to Sangita Shah and 62,500 Equity Shares to Manisha Gardi. 175,000 75,560,000 10 40 Cash
2014 allotment
December Rights issue to Allotment of 125,000 Equity Shares to Samir Surendra Shah and Ila Samir Shah jointly, 62,500 Equity 200,000 75,760,000 10 40 Cash
8, 2014 the existing Shares to Trusha Jhaveri and 12,500 Equity Shares to Nilesh Gandhi and Drasta Gandhi jointly on a
Shareholders as rights basis.
of the record date
i.e., September
30, 2014.
January 3, Rights issue to Allotment of 62,500 Equity Shares to Trusha Jhaveri on a rights basis. 62,500 75,822,500 10 40 Cash
2015 the existing
Shareholders as
of the record date
i.e., September
30, 2014.
February Bonus issue in Allotment of 9,320,548 Equity Shares to Neepa Viren Doshi, 3,470,566 Equity Shares to Pujan P Doshi, 121,315,992 197,138,492 10 NA NA
16, 2018 the ratio of eight 7,238,977 Equity Shares to Bina Pankaj Doshi, 9,596,988 Equity Shares to Binita Hitesh Doshi,
Equity Shares for 8,593,273 Equity Shares to Hitesh Chimanlal Doshi, 35,585,764 Equity Shares to Mahavir Thermoquip
every five Equity Private Limited, 20,000 Equity Shares to Nilesh Gandhi and Drasta Gandhi, 400,000 Equity Shares to
Shares held by Hitesh P Mehta, 28,000 Equity Shares each to Prerana Jayesh Shah and Jayesh D Shah, 6,703,427 Equity
the existing Shares to Viren C Doshi, 1,600 Equity Shares to Mayur Nagardas Hingu, 100,000 Equity Shares to
Shareholders as Rasila Chimanlal Doshi, 4,665,916 Equity Shares to Pankaj Chimanlal Doshi, 1,723,084 Equity Shares
of the record date to Kirit Chimanlal Doshi (HUF), 4,643,897 Equity Shares to Pankaj Chimanlal Doshi (HUF),
i.e., February 2, 12,102,876 Equity Shares to Bindiya Kirit Doshi, 6,193,396 Equity Shares to Kirit Chimanlal Doshi,
2018. 4,135,384 Equity Shares to Viren Chimanlal Doshi (HUF), 1,849,096 Equity Shares to Hitesh
Chimanlal Doshi (HUF), 1,600 Equity Shares to Suman Saini, 180,000 Equity Shares to Sangita Shah,
48,000 Equity Shares to Mayank Jayantilal Shah, 200,000 Equity Shares to Trusha Sameer Jhaveri,
1,600 Equity Shares to Jayshree Kirti Surti and Kirti G Surti, 100,000 Equity Shares to Manisha Pankaj

112
 Face Issue
No. of value price
Cumulative
Date of Reason/ Nature equity per per Form of
Names of the allottees no. of equity
allotment of allotment shares equity equity consideration
shares
allotted share share
(₹) (₹)
Gardi, 1,600 Equity Shares to Chauhan Himanshu J, 3,840,000 Equity Shares to V T Telemetica,
442,000 Equity Shares to Tejas J Mehta and 100,000 Equity Shares to Samir Surendra Shah and Ila
Samir Shah.
September Private Allotment of 10,000,000 Equity Shares to Quest Portfolio Services Private Limited 10,000,000 207,138,492 10 225 Cash
7, 2022 placement
September Private Allotment of 12,222,000 Equity Shares to Quest Portfolio Services Private Limited 12,222,000 219,360,492 10 225 Cash
14, 2022 placement
September Private Allotment of 1,666,700 Equity Shares to Founders Collective Fund, 1,555,500 Equity Shares to Cybage 9,860,795 229,221,287 10 225 Cash
15, 2022 placement Software Private Limited, 1,482,000 Equity Shares to Nipa Doshi, 869,000 Equity Shares to Binita
Doshi, 726,700 Equity Shares to Pujan Doshi, 666,700 Equity Shares to Vanaja Sundar Iyer, 531,000
Equity Shares to Bindiya Doshi, 400,000 Equity Shares each to Dilip Talakshi Vora and Trishakti Power
Holdings Private Limited, 240,000 Equity Shares to Roshani Jignesh Shah, 222,200 Equity Shares each
to Kuntal Hasmukhlal Shah and Subhash Runwal, 220,000 Equity Shares to Chetan Cholera, 111,000
Equity Shares to Purvesh Shah, 66,700 Equity Shares each to Nita Shailesh Shah, Pooja Paresh Godia
and Shilpa Ajay Shah, 52,450 Equity Shares to Chetna Mehta, 50,000 Equity Shares each to Brijratan
Damani, Dilip Haria and Kalpana Bheda jointly with Sudhir Bheda, 44,500 Equity Shares to Ashish
Maheshwari, 44,445 Equity Shares to Kunal Kothari, 20,890 Equity Shares to Rita Mehta, 7,560 Equity
Shares to Jayni Mehta, 6,670 Equity Shares to Sheela Mehta, 6,350 Equity Shares to Punit Mehta, 5,130
Equity Shares to Mukesh Mehta, 4,450 Equity Shares to Heena Mehta, 2,780 Equity Shares to Manish
Mehta and 2,470 Equity Shares to Raunak Mehta
September Private Allotment of 250,000 Equity Shares to Arun Nahar (Alpna Enterprises), 25,000 Equity Shares each to 311,500 229,532,787 10 225 Cash
19, 2022 placement Bharat Mansukhlal Shah and Parul Bharat Shah and 11,500 Equity Shares to Namril Bharat Shah
October 3, Private Allotment of 2,800,000 Equity Shares to Quest Portfolio Services Private Limited, 2,222,220 Equity 9,256,388 238,789,175 10 225 Cash
2022 placement Shares to Kiranben Girishkumar Chovatia, 1,000,000 Equity Shares each to Hemang Raichand
Dharamshi and Kalpraj Damji Dharamshi, 450,000 Equity Shares each to Chandurkar Investment
Private Limited, Goldmedal Electricals Private Limited and Intensive Softshare Private Limited,
111,110 Equity Shares each to Chetankumar Chhaganlal Vaghasia, Nareshkumar Patel and Virendra
Nath Mishra, 53,500 Equity Shares to Meghna Apurve Teli, 52,000 Equity Shares to Rohan Gupta,
50,000 Equity Shares to Meghana Mahendra Semlani, 48,000 Equity Shares to Chintan Hiteshbhai
Anandpara, 45,000 Equity Shares each to Sureshbhai Sevantilal Shah and Tejas Rameshchandra Shah,
44,500 Equity Shares each to Mahendra Chimanlal Shah, Pratik Bharat Shah HUF and Rajulkumar D
Shah, 22,500 Equity Shares to Kamlesh Pranlal Mehta, 22,222 Equity Shares each to Dhruvil Divyang
Shah, Dipak Vasantlal Shah, Nandita Shah and Urvil Divyang Shah, 8,890 Equity Shares to Chirag
Kothari and 3,560 Equity Shares to Hetal Hardick Shah
October 6, Private Allotment of 950,000 Equity Shares to Ohm Enterprises, 114,000 Equity Shares to Samarth Dhirendra 1,557,222 240,346,397 10 225 Cash
2022 placement Kanabar HUF, 75,000 Equity Shares to Rushabh Bharatbhai Bagadia, 56,000 Equity Shares to Megh H
Shah, 52,000 Equity Shares to Arpi Ruchit Shah, 50,000 Equity Shares to Nalanda Securities Private

113
 Face Issue
No. of value price
Cumulative
Date of Reason/ Nature equity per per Form of
Names of the allottees no. of equity
allotment of allotment shares equity equity consideration
shares
allotted share share
(₹) (₹)
Limited, 45,000 Equity Shares each to Greentech Power Private Limited, Hemal Sureshbhai Gandhi and
OP Gandhi, 40,000 Equity Shares each to Deepak Raichand Karani and Yashodhan Raichand Karani,
23,000 Equity Shares to Rajan Rajkumar Chhibber and 22,222 Equity Shares to Niket P Mehta
December Private Allotment of 450,000 Equity Shares to Quest Portfolio Services Private Limited, 444,445 Equity Shares 2,149,837 242,496,234 10 225 Cash
2, 2022 placement each to Novel Engineering and Technology Consultants LLP and Zephyr Engineering and Technology
Consultants LLP, 200,000 Equity Shares to Ketan Sheth, 133,334 Equity Shares each to Haresh
Padamshi Kothari and Rajeev Jain, 111,112 Equity Shares to Dayalal Meghji Tobacco Products Private
Limited, 88,800 Equity Shares to Vivek Bimal Jain, 66,667 Equity Shares to Anil Vithaldas Whabi,
44,400 Equity Shares to Vibha V Jain and 33,300 Equity Shares to Apurva Mahesh Shah
December Private Allotment of 222,000 Equity Shares to Niveshaay Hedgehogs LLP, 150,000 Equity Shares to Alpna 869,837 243,366,071 10 225 Cash
7, 2022 placement Enterprises, 133,334 Equity Shares to Kuntal Hasmukhlal Shah, 44,445 Equity Shares each to Shriya
Amit Kalyani and Vasudha Amit Kalyani, 44,400 Equity Shares each to Rajulkumar Shah and Yorik
Rajul Shah, 40,000 Equity Shares to Parisha Purvesh Shah, 36,336 Equity Shares to Nandita
Kaushikbhai Shah, 27,700 Equity Shares to Chetan Vasantray Parekh, 25,000 Equity Shares to Karma
Techno Solutions Private Limited, 20,000 Equity Shares to Pratik Bharat Shah, 11,111 Equity Shares
each to Abhishek Jayesh Shah, Prerana Jayesh Shah and Synergy Medsol Private Limited and 4,444
Equity Shares to Richa Manoj Goyal
June 12, Private Allotment of 2,727,270 Equity Shares to Quest Portfolio Services Private Limited 2,727,270 246,093,341 10 550 Cash
2023 placement
June 13, Private Allotment of 2,315,455 Equity Shares to Niveshaay Hedgehogs LLP, 890,000 Equity Shares to 5,403,187 251,496,528 10 550 Cash
2023 placement Caregrowth Comtrade Private Limited, 725,000 Equity Shares to Madhuri Madhusudhan Kela, 454,546
Equity Shares to Kenith Kiritkumar Shah, 327,273 Equity Shares to Secure Shanti Advisory LLP,
272,728 Equity Shares to S Four Capital, 145,455 Equity Shares to Jitendra K Shah and 90,910 Equity
Shares each to Intensive Softshare Private Limited, Sandeep Kapadia and Vishwas Jain
June 15, Private Allotment of 1,454,550 Equity Shares to Quest Portfolio Services Private Limited, 181,820 Equity 1,727,280 253,223,808 10 550 Cash
2023 placement Shares to Shubham Goldiee Masale Private Limited and 90,910 Equity Shares to Nirmala Gupta
July 12, Private Allotment of 1,636,364 Equity Shares to Quest Portfolio Services Private Limited and 45,455 Equity 1,681,819 254,905,627 10 550 Cash
2023 placement Shares to Zylog Elastocomp LLP
July 13, Private Allotment of 1,414,989 Equity Shares to Quest Portfolio Services Private Limited, 417,273 Equity 2,759,533 257,665,160 10 550 Cash
2023 placement Shares to Kiranben Girishkumar Chovatia, 297,727 Equity Shares to Cybage Software Private Limited,
181,818 Equity Shares each to Goldmedal Electricals Private Limited and Kuntal Shah, 90,909 Equity
Shares to Aymara Holdings, 59,091 Equity Shares to Neo Star Infraprojects Private Limited, 52,273
Equity Shares to Rajeev Jain, 36,364 Equity Shares to Sudha Damani, 13,636 Equity Shares to Hitesh
Kumar Jain and 4,545 Equity Shares each to Ashit Jasvantrai Dagli HUF, Chirag Manoj Kothari and
Dinesh Kumar
July 17, Private Allotment of 909,091 Equity Shares to Value Quest Scale Fund, 727,273 Equity Shares to Ravindra 2,786,366 260,451,526 10 550 Cash
2023 placement Dharamshi, 545,455 Equity Shares to Rupali Dharamshi, 272,728 Equity Shares each to Harsha

114
 Face Issue
No. of value price
Cumulative
Date of Reason/ Nature equity per per Form of
Names of the allottees no. of equity
allotment of allotment shares equity equity consideration
shares
allotted share share
(₹) (₹)
Dharamshi and Hina Dharamshi, 36,364 Equity Shares to Aparna Goenka, 18,182 Equity Shares to Urvi
Piramal and 4,545 Equity Shares to Priyanka Gupta
July 20, Private Allotment of 545,454 Equity Shares to Minosha India Limited, 145,454 Equity Shares to Alpna 841,818 261,293,344 10 550 Cash
2023 placement Enterprises, 72,728 Equity Shares to Kushal J Khandwala, 36,364 Equity Shares to Gopi Hiten Shah,
18,182 Equity Shares each to Duncan International India Limited and Sarjak Container Lines Private
Limited and 5,454 Equity Shares to Ichraj Cottex Private Limited
August 4, Private Allotment of 90,910 Equity Shares to SPL Packaging LLP 90,910 261,384,254 10 550 Cash
2023 placement
October 4, Private Allotment of 163,636 Equity Shares to Quest Portfolio Services Private Limited 163,636 261,547,890 10 550 Cash
2023 placement
October Allotment Allotment of 191,022 Equity Shares to 193 employees of our Company covered under the ESOP Scheme 191,022 261,738,912 10 70 Cash
23, 2023 pursuant to ESOP
Scheme
January Allotment Allotment of 152,778 Equity Shares to Hitesh Pranjivan Mehta and 41,668 Equity Shares to Sunil 194,446 261,933,358 10 70 Cash
11, 2024 pursuant to ESOP Nandkishor Rathi, under the ESOP Scheme
Scheme Allotment of 52,083 Equity Shares to Sunil Nandkishor Rathi, under the ESOP Scheme 52,083 261,985,441 10 10 Cash
January Allotment Allotment of 833,333 Equity Shares to Hitesh Pranjivan Mehta, under the ESOP Scheme 833,333 262,818,774 10 10 Cash
30, 2024 pursuant to ESOP
Scheme
February Allotment Allotment of 28,890 Equity Shares to Jignesh Devchandbhai Rathod and 1,815 Equity Shares to Rubina 30,705 262,849,479 10 70 Cash
3, 2024 pursuant to ESOP Prashant Rumao, under the ESOP Scheme
Scheme Allotment of 104,167 Equity Shares to Jignesh Devchandbhai Rathod, under the ESOP Scheme 104,167 262,953,646 10 10 Cash
March 22, Allotment Allotment of 6,667 Equity Shares to Amit Suresh Ajmera and 1,237 Equity Shares to Shalin 7,904 262,961,550 10 70 Cash
2024 pursuant to ESOP Ghewarchand Jain, under the ESOP Scheme
Scheme
May 23, Allotment Allotment of 177,042 Equity Shares to 106 employees of our Company covered under the ESOP Scheme 177,042 263,138,592 10 70 Cash
2024 pursuant to ESOP
Scheme
August 6, Allotment Allotment of 152,778 Equity Shares to Hitesh Pranjivan Mehta, 845 Equity Shares to Nirav Urvish Shah 154,246 263,292,838 10 70 Cash
2024 pursuant to ESOP and 623 Equity Shares to Avikal Ravishankar Mishra, under the ESOP Scheme
Scheme Allotment of 1,768 Equity Shares to Pinaki Arub Banerjee, under the ESOP Scheme 1,768 263,294,606 10 154 Cash
September Allotment Allotment of 36,498 Equity Shares to 74 employees of our Company covered under the ESOP Scheme 36,498 263,331,104 10 70 Cash
24, 2024 pursuant to ESOP
Scheme

115
*We have been unable to trace the filing with the RoC for this issuance. The details have been determined on the basis of the minutes of the meetings of the board and shareholders and the register of members maintained
by our Company. Also see, “Risk Factors - Some of our corporate records relating to changes in the share capital of our Company, allotments made by our Company, and transfers and acquisitions of Equity Shares
made by our Promoters, are not traceable” on page 71.

Our Company has made the abovementioned issuances and allotments of Equity Shares from the date of incorporation of our Company till the date of filing of this Red Herring
Prospectus in compliance with the relevant provisions of the Companies Act, 2013 and the Companies Act, 1956, to the extent applicable

116
2. Preference share capital

Our Company does not have any outstanding preference shares as on the date of this Red Herring Prospectus.

3. Except as detailed below, our Company has not issued any Equity Shares for (a) consideration other than
cash; or (b) bonus issue; or (c) out of revaluation of reserves:
Face Issue
Date of No. of value price Benefits
Reason/ Names of the allottees along with
allotment Equity per per Form of accrued
Nature of the number of Equity Shares
of Equity Shares Equity Equity consideration to our
allotment allotted to each allottee
Shares allotted Share Share Company
(₹) (₹)
February Bonus issue Allotment of 9,320,548 Equity Shares 121,315,992 10 NA NA -
16, 2018 in the ratio of to Neepa Viren Doshi, 3,470,566
eight Equity Equity Shares to Pujan P Doshi,
Shares for 7,238,977 Equity Shares to Bina
every five Pankaj Doshi, 9,596,988 Equity
Equity Shares to Binita Hitesh Doshi,
Shares held 8,593,273 Equity Shares to Hitesh
by the Chimanlal Doshi, 35,585,764 Equity
existing Shares to Mahavir Thermoquip Private
Shareholders Limited, 20,000 Equity Shares to
as of the Nilesh Gandhi and Drasta Gandhi,
record date 400,000 Equity Shares to Hitesh P
i.e. February Mehta, 28,000 Equity Shares each to
2, 2018. Prerana Jayesh Shah and Jayesh D
Shah, 6,703,427 Equity Shares to
Viren C Doshi, 1,600 Equity Shares to
Mayur Nagardas Hingu, 100,000
Equity Shares to Rasila Chimanlal
Doshi, 4,665,916 Equity Shares to
Pankaj Chimanlal Doshi, 1,723,084
Equity Shares to Kirit Chimanlal
Doshi (HUF), 4,643,897 Equity Shares
to Pankaj Chimanlal Doshi (HUF),
12,102,876 Equity Shares to Bindiya
Kirit Doshi, 6,193,396 Equity Shares
to Kirit Chimanlal Doshi, 4,135,384
Equity Shares to Viren Chimanlal
Doshi (HUF), 1,849,096 Equity Shares
to Hitesh Chimanlal Doshi (HUF),
1,600 Equity Shares to Suman Saini,
180,000 Equity Shares to Sangita
Shah, 48,000 Equity Shares to Mayank
Jayantilal Shah, 200,000 Equity Shares
to Trusha Sameer Jhaveri, 1,600
Equity Shares to Jayshree Kirti Surti
and Kirti G Surti, 100,000 Equity
Shares to Manisha Pankaj Gardi, 1,600
Equity Shares to Chauhan Himanshu J,
3,840,000 Equity Shares to V T
Telemetica, 442,000 Equity Shares to
Tejas J Mehta and 100,000 Equity
Shares to Samir Surendra Shah and Ila
Samir Shah.

4. Our Company has not issued or allotted any Equity Shares pursuant to schemes of amalgamation approved
under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 232 of the Companies Act, 2013.

5. Except as disclosed above in “-Equity Share capital history of our Company”, our Company has not made
any issuance of Equity Shares under the ESOP Scheme.

117
 6. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of this Red Herring Prospectus.

Shareholding, Number of
as a % Number of Equity Shares
Shareholding Number of Voting Rights held in each class Number of
assuming full Locked in pledged or
Number as a % of of securities Equity
conversion of Equity Shares otherwise
of Number of total number (IX) Shares Number of
Number of Total number convertible (XII) encumbered
Partly shares of shares Underlying Equity Shares
Category of Number of fully paid up of shares held securities ( as (XIII)
Category paid-up underlying (calculated Outstanding held in
shareholder shareholders Equity (VII) Number of voting rights a percentage
(I) Equity Depository as per convertible As a As a dematerialized
(II) (III) Shares held =(IV)+(V)+ Total of diluted
Shares Receipts SCRR, 1957) securities % of % of form
(IV) (VI) as a % share capital)
held (VI) (VIII) As a Class eg: Class (including Number total Number total (XIV)
of (XI)=
(V) % of Equity eg: Total Warrants) (a) Shares (a) Shares
(A+B+ (VII)+(X) As
(A+B+C2) Shares Others (X) held held
C) a % of
(b) (b)
(A+B+C2)
(A) Promoter 14 189,082,083 - - 189,082,083 71.80 189,082,083 - 189,082,083 71.80 - - - - - - 189,082,083
and
Promoter
Group
(B) Public 14,364 74,249,021 - - 74,249,021 28.20 74,249,021 - 74,249,021 28.20 - - - - - - 68,009,021
(C) Non - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
(C2) Shares held - - - - - - - - - - - - - - - - -
by
Employee
Trusts
Total 14,378^ 263,331,104 - - 263,331,104 100.00 263,331,104 - 263,331,104 100.00 - - - - - - 257,091,104*
^Certain Equity Shares of the Company are under joint holding and the number of shareholders is calculated based on the number of folios as reflected in the list of beneficial owners.
* V T Energy S.R.L (formerly known as V T Telimatica), a public Shareholder, holds 6,240,000 Equity Shares in physical form. The Equity Shares continue to be held in physical form as the Shareholder is a non-resident and is yet to initiate the process of
dematerialisation of Equity Shares.
Note: SEBI vide its email dated March 19, 2024 had sought information with respect to the private placements undertaken by the Company in financial years 2022-2023 and 2023-2024 and the resultant increase in the number of public shareholders. Our
Company has submitted the required response and, has not heard back from SEBI thereafter.

118
7. Details of issue of Equity Shares at a price which may be lower than the Offer Price, during a period of one year preceding the date of this Red Herring Prospectus are set forth in the table
below:
Date of allotment Number of Equity Face value per Issue price per Form of
Names of the allottees* Reason of allotment
of Equity Shares Shares allotted Equity Share (₹) Equity Share (₹) consideration
October 23, 2023 191,022 10 70 Allotment of 191,022 Equity Shares to 193 employees of the Cash Allotment pursuant to
Company covered under the ESOP Scheme ESOP Scheme
January 11, 2024 194,446 10 70 Allotment of 152,778 Equity Shares to Hitesh Pranjivan Mehta Cash Allotment pursuant to
and 41,668 Equity Shares to Sunil Nandkishor Rathi, under the ESOP Scheme
ESOP Scheme
52,083 10 10 Allotment of 52,083 Equity Shares to Sunil Nandkishor Rathi, Cash Allotment pursuant to
under the ESOP Scheme ESOP Scheme
January 30, 2024 833,333 10 10 Allotment of 833,333 Equity Shares to Hitesh Pranjivan Mehta, Cash Allotment pursuant to
under the ESOP Scheme ESOP Scheme
February 3, 2024 30,705 10 70 Allotment of 28,890 Equity Shares to Jignesh Devchandbhai Cash Allotment pursuant to
Rathod and 1,815 Equity Shares to Rubina Prashant Rumao, under ESOP Scheme
the ESOP Scheme
104,167 10 10 Allotment of 104,167 Equity Shares to Jignesh Devchandbhai Cash Allotment pursuant to
Rathod, under the ESOP Scheme ESOP Scheme
March 22, 2024 7,904 10 70 Allotment of 6,667 Equity Shares to Amit Suresh Ajmera and Cash Allotment pursuant to
1,237 Equity Shares to Shalin Ghewarchand Jain, under the ESOP ESOP Scheme
Scheme
May 23, 2024 177,042 10 70 Allotment of 177,042 Equity Shares to 106 employees of our Cash Allotment pursuant to
Company covered under the ESOP Scheme ESOP Scheme
August 6, 2024 154,246 10 70 Allotment of 152,778 Equity Shares to Hitesh Pranjivan Mehta, Cash Allotment pursuant to
845 Equity Shares to Nirav Urvish Shah and 623 Equity Shares to ESOP Scheme
Avikal Ravishankar Mishra, under the ESOP Scheme
1,768 10 154 Allotment of 1,768 Equity Shares to Pinaki Arub Banerjee, under Cash Allotment pursuant to
the ESOP Scheme ESOP Scheme
September 24, 2024 36,498 10 70 Allotment of 36,498 Equity Shares to 74 employees of our Cash Allotment pursuant to
Company covered under the ESOP Scheme ESOP Scheme
* None of the allottees are members of our Promoter Group.

119
8. Other details of Shareholding of our Company
(a) As on the date of the filing of this Red Herring Prospectus, our Company has 14,378 Shareholders, based on
folios.

(b) Set forth below is a list of Shareholders, holding 1% or more of the paid-up Equity Share capital of our
Company as on the date of filing of this Red Herring Prospectus:

No. of Equity Shares of Percentage of the pre-

No. Name of the Shareholder face value of ₹10 each Offer Equity Share
held capital (%)
1. Waaree Sustainable Finance Private Limited 57,117,331 21.69
2. Pankaj Chimanlal Doshi 24,604,384 9.34
3. Bindiya Kirit Doshi 19,816,212 7.53
4. Nipa Viren Doshi 16,202,139 6.15
5. Binita Hitesh Doshi 15,982,944 6.07
6. Hitesh Chimanlal Doshi 14,104,082 5.36
7. Viren Chimanlal Doshi 10,954,007 4.16
8. Kirit Chimanlal Doshi 10,192,782 3.87
9. Pankaj Chimanlal Doshi HUF 7,384,088 2.80
10. Kalpraj Damji Dharamshi 6,673,420 2.53
11. Viren Chimanlal Doshi 6,573,908 2.50
12. V T Energy S.R.L (formerly known as V T
6,240,000 2.37
Telemetica)
13. Het Paresh Mehta 3,500,000 1.33
14. Madhuri Madhusudan Kela 3,341,700 1.27
15. Hemang Raichand Dharamshi 2,850,000 1.08
16. Hitesh Chimanlal Doshi HUF 2,805,365 1.07
17. Kiranben Girishbhai Chovatia 2,639,493 1.00
Total 210,981,855* 80.12^
^
Percentage has been subject to rounding adjustment.
*The details of the number of Equity Shares held by the shareholders above excludes the Equity Shares jointly held by such shareholders,
where such shareholders are the second holder.

(c) Set forth below is a list of Shareholders, holding 1% or more of the paid-up Equity Share capital of our
Company as of 10 days prior to filing this Red Herring Prospectus:

No. of Equity Shares of Percentage of the pre-

No. Name of the Shareholder face value of ₹10 each Offer Equity Share
held capital (%)
1. Waaree Sustainable Finance Private Limited 57,117,331 21.69
2. Pankaj Chimanlal Doshi 24,604,384 9.34
3. Bindiya Kirit Doshi 19,816,212 7.53
4. Nipa Viren Doshi 16,202,139 6.15
5. Binita Hitesh Doshi 15,982,944 6.07
6. Hitesh Chimanlal Doshi 14,104,082 5.36
7. Viren Chimanlal Doshi 10,954,007 4.16
8. Kirit Chimanlal Doshi 10,192,782 3.87
9. Pankaj Chimanlal Doshi HUF 7,384,088 2.80
10. Kalpraj Damji Dharamshi 6,700,000 2.54
11. Viren Chimanlal Doshi HUF 6,573,908 2.50
12. V T Energy S.R.L (formerly known as V T Telemetica) 6,240,000 2.37
13. Het Paresh Mehta 3,500,000 1.33
14. Madhuri Madhusudan Kela 3,341,700 1.27
15. Hemang Raichand Dharamshi 2,850,000 1.08
16. Hitesh Chimanlal Doshi HUF 2,805,365 1.07
17. Kiranben Girishbhai Chovatia 2,639,493 1.00
Total 211,008,435* 80.13^
^
Percentage has been subject to rounding adjustment.
*The details of the number of Equity Shares held by the shareholders above excludes the Equity Shares jointly held by such shareholders,
where such shareholders are the second holder.

(d) Set forth below is a list of Shareholders, holding 1% or more of the paid-up Equity Share capital of our
Company as of one year prior to filing this Red Herring Prospectus:

120
 No. of Equity Shares of Percentage of the Equity
No. Name of the Shareholder face value of ₹10 each Share capital as on that date
held (%)
1. Waaree Sustainable Finance Private Limited 57,324,331 21.92
2. Pankaj Chimanlal Doshi 24,604,384 9.41
3. Bindiya Kirit Doshi 19,816,212 7.58
4. Nipa Viren Doshi 16,202,139 6.19
5. Binita Hitesh Doshi 15,982,944 6.11
6. Hitesh Chimanlal Doshi 14,104,082 5.39
7. Viren Chimanlal Doshi 10,954,007 4.19
8. Kirit Chimanlal Doshi 10,192,782 3.90
9. Pankaj Chimanlal Doshi HUF 7,395,293 2.83
10. Viren Chimanlal Doshi HUF 6,618,158 2.53
11. Kalpraj Damji Dharamshi 6,350,000 2.43
12. V T Telemetica 6,240,000 2.39
13. Het Paresh Mehta 3,500,000 1.34
14. Madhuri Madhusudan Kela 3,341,700 1.28
15. Hitesh Chimanlal Doshi HUF 2,849,615 1.09
16. Kiranben Girishbhai Chovatia 2,639,493 1.01
17. Kirit Chimanlal Doshi HUF 2,630,346 1.01
Total 210,745,486* 80.60^
^
Percentage has been subject to rounding adjustment.
*The details of the number of Equity Shares held by the shareholders above excludes the Equity Shares jointly held by such shareholders,
where such shareholders are the second holder.

(e) Set forth below is a list of Shareholders, holding 1% or more of the paid-up Equity Share capital of our
Company as of two years prior to filing this Red Herring Prospectus:

Percentage of the Equity

No. of Equity Shares of face
No. Name of the Shareholder Share capital as on that
value of ₹10 each held
date (%)
1. Waaree Sustainable Finance Private Limited 57,682,424 24.00
2. Pankaj Chimanlal Doshi 24,604,384 10.24
3. Bindiya Kirit Doshi 19,816,212 8.24
4. Nipa Viren Doshi 16,202,139 6.74
5. Binita Hitesh Doshi 15,982,944 6.65
6. Hitesh Chimanlal Doshi 14,104,082 5.87
7. Viren Chimanlal Doshi 10,954,007 4.56
8. Quest Portfolio Services Private Limited 10,447,708 4.35
9. Kirit Chimanlal Doshi 10,192,782 4.24
10. Pankaj Chimanlal Doshi HUF 7,499,883 3.12
11. Viren Chimanlal Doshi HUF 6,694,249 2.79
12. V T Telemetica 6,240,000 2.60
13. Minosha India Limited 4,500,000 1.87
14. Hitesh Chimanlal Doshi HUF 2,925,706 1.22
15. Kirit Chimanlal Doshi HUF 2,732,437 1.14
Total 210,578,957* 87.63^
^
Percentage has been subject to rounding adjustment.
*The details of the number of Equity Shares held by the shareholders above excludes the Equity Shares jointly held by such shareholders,
where such shareholders are the second holder.

9. Except for issuance of Equity Shares pursuant to exercise of employee stock options that have been or may
be granted pursuant to the ESOP Scheme and the Allotment of Equity Shares pursuant to the Offer, our
Company presently does not intend or propose to alter its capital structure for a period of six months from
the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares, or by
way of further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly
or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of bonus Equity Shares,
or on a rights basis, or by way of further public issue of Equity Shares, or otherwise. However, if our Company
enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary
approvals, consider raising additional capital to fund such activity or use Equity Shares as consideration for
acquisitions or participation in such joint ventures or other arrangements.

121
10. Except for the employee stock options that have been granted pursuant to the ESOP Scheme, there are no
outstanding options or convertible securities, including any outstanding warrants or rights to convert
debentures, loans or other instruments convertible into our Equity Shares as on the date of this Red Herring
Prospectus.

11. Details of price at which Equity Shares were acquired in the last three years preceding the date of this Red
Herring Prospectus:
Number of Equity
Sr. Name of the Date of acquisition of Acquisition price
Shares of face value
No. acquirer/shareholder Equity Shares per Equity Share
of ₹10 each acquired
Promoters
Nil
Promoter Group
1. Nipa Viren Doshi September 15, 2022 1,482,000 225.00
2. Bindiya Kirit Doshi August 2, 2022 4,000 250.00
September 15, 2022 531,000 225.00
3. Binita Hitesh Doshi September 15, 2022 869,000 225.00
4. Sonal T Ramani February 19, 2022 4,000 250.00
5. Pujan Pankaj Doshi September 15, 2022 726,700 225.00
Shareholders with nominee director rights or other rights
Nil
Other Selling Shareholder
1. Chandurkar Investment Private October 3, 2022 450,000 225.00
Limited
The above details have been certified by S G C O & Co LLP, Chartered Accountants by way of their certificate dated October 14, 2024.

12. Details of shareholding of our Promoters and members of the Promoter Group
(a) As on the date of this Red Herring Prospectus, our Promoters hold 106,779,804 Equity Shares of face
value of ₹10 each, equivalent to 40.55% of the issued, subscribed and paid-up Equity Share capital of
our Company, as set forth in the table below:
Pre-Offer Equity Share capital Post-Offer Equity Share capital
Sr. No. of Equity No. of Equity
Name of Promoter % of total Equity % of total Equity
No. Shares of face Shares of face
Share capital Share capital
value of ₹10 each value of ₹10 each
1. Waaree Sustainable Finance 57,117,331 21.69 [●] [●]
Private Limited
2. Pankaj Chimanlal Doshi 24,604,384 9.34 [●] [●]
3. Hitesh Chimanlal Doshi 14,104,082 5.36 [●] [●]
4. Viren Chimanlal Doshi 10,954,007 4.16 [●] [●]
Total 106,779,804 40.55 [●] [●]

(b) Other than as disclosed below, no Equity Shares are held by the members of the Promoter Group (other
than our Promoters) as on the date of filing of this Red Herring Prospectus.

Pre-Offer Post-Offer
No. of Equity Percentage of No. of Equity Percentage of
Sr.
Name of the Shareholder Shares of face total Shares of face total
No.
value of ₹10 Shareholding value of ₹10 Shareholding
each (%) each (%)
Promoter Group
1. Bindiya Kirit Doshi 19,816,212 7.53 [●] [●]
2. Nipa Viren Doshi 16,202,139 6.15 [●] [●]
3. Binita Hitesh Doshi 15,982,944 6.07 [●] [●]
4. Kirit Chimanlal Doshi 10,192,782 3.87 [●] [●]
5. Pankaj Chimanlal Doshi (HUF) 7,384,088 2.80 [●] [●]
6. Viren Chimanlal Doshi (HUF) 6,573,908 2.50 [●] [●]
7. Hitesh Chimanlal Doshi (HUF) 2,805,365 1.07 [●] [●]
8. Kirit Chimanlal Doshi (HUF) 2,616,641 0.99 [●] [●]
9. Pujan Pankaj Doshi 726,700 0.28 [●] [●]

122
 Pre-Offer Post-Offer
No. of Equity Percentage of No. of Equity Percentage of
Sr.
Name of the Shareholder Shares of face total Shares of face total
No.
value of ₹10 Shareholding value of ₹10 Shareholding
each (%) each (%)
10. Sonal T Ramani* 1,500 Negligible [●] [●]
Total 82,302,279 31.25 [●] [●]
*
Jointly held with Tarun B Ramani

(c) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Red Herring
Prospectus.

(d) Build-up of the Promoters’ shareholding in our Company

The build-up of the equity shareholding of our Promoters since incorporation of our Company, is set
forth in the table below:

Issue price/ Percentage Percentage

Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Waaree Sustainable Finance Private Limited
Transfer from Raunak March 6, 2009 125,000 10 1 0.05 [●]
Securities Private
Limited
Transfer from Paras 125,000 10 1 0.05 [●]
Corporation Services
Private Limited
Transfer from Goyal 90,000 10 1 0.03 [●]
Finance India Limited
Transfer from Mona March 10, 640,000 10 0.92 0.24 [●]
Digital 2009
Transfer from Mona E- 210,000 10 0.48 0.08 [●]
Securities
Transfer from Mona E- 175,000 10 1.63 0.07 [●]
Securities
Transfer from Sidh 150,000 10 1 0.06 [●]
Housing Development
Company Limited
Transfer from Kantilal March 18, 56,000 10 1 0.02 [●]
Doshi 2009
Transfer from Rekha 56,000 10 1 0.02 [●]
Chimanlal Doshi
Transfer from Rishikant 80,000 10 1 0.03 [●]
Upadhya
Transfer from Abhilasha March 27, 200,000 10 1 0.08 [●]
Money Operations 2009
Private Limited
Transfer from New 400,000 10 1 0.15 [●]
Planet Trading
Company Private
Limited
Transfer from Binita October 10, 1,000 10 10 Negligible [●]
Hitesh Doshi 2009
3,000 10 10 Negligible [●]
Transfer from Pankaj 8,000 10 10 Negligible [●]
Chimanlal Doshi (HUF)
(represented by its karta
Pankaj Chimanlal
Doshi)
Transfer from Pankaj 17,500 10 10 0.01 [●]
Chimanlal Doshi
Transfer from Nipa 7,000 10 10 Negligible [●]
Viren Doshi

123
 Issue price/ Percentage Percentage
Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Transfer from October 12, 15,000 10 10 0.01 [●]
Virenkumar Chimanlal 2009
Doshi (HUF)
(represented by its karta 3,500 10 10 Negligible [●]
Virenkumar Chimanlal
Doshi)
Transfer from Manor November 13, 100,000 10 1 0.04 [●]
Steel Private Limited 2009
Transfer from Waaree March 13, 984,930 10 1 0.37 [●]
Infrastructure & 2010
Agritech Private Limited
Transfer to Divya November 22, (1) 10 10 Negligible [●]
Parekh 2011
Preferential allotment December 16, 29,000,000 10 10 11.01 [●]
2011
Transfer to Jayesh D. December 17, (1) 10 10 Negligible [●]
Shah 2011
Transfer to Nipa Viren September 29, (2,112,539) 10 10 (0.80) [●]
Doshi 2014
Transfer to Chimanlal T. September 30, (188,490) 10 5.75 (0.07) [●]
Doshi 2014
Transfer to Binita Hitesh (2,500,000) 10 10 (0.95) [●]
Doshi
Transfer to Hitesh (5,370,796) 10 10 (2.04) [●]
Chimanlal Doshi
Transfer to Mayur October 16, (1,000) 10 30 Negligible [●]
Nagardas Hingu 2014
Transfer to Suman Saini (1,000) 10 42 Negligible [●]
Transfer to Himanshu J (1,000) 10 30 Negligible [●]
Chauhan
Transfer to Mayank (1,000) 10 30 Negligible [●]
Jayantilal Shah
Transfer to Mayank October 17, (29,000) 10 30 (0.01) [●]
Jayantilal Shah 2014
Transfer to Jayshree January 21, (1,000) 10 30 Negligible [●]
Kirti Surti 2015
Bonus issue in the ratio February 16, 35,585,764 10 NA 13.51 [●]
of eight Equity Shares 2018
for every five Equity
Shares held
Transfer to Divyang September 13, (20,000) 10 250 (0.01) [●]
Vasantlal Shah 2022
Transfer to Meghna (40,000) 10 250 (0.02) [●]
Apurve Teli
Transfer to Nilaben (20,000) 10 250 (0.01) [●]
Hiralal Gandhi
Transfer to Pratik Bharat (40,000) 10 250 (0.02) [●]
Shah
Transfer to Purvesh (10,000) 10 250 Negligible [●]
Mukeshkumar Shah
Transfer to Divyang October 6, (2,222) 10 225 Negligible [●]
Vasantlal Shah 2022
Transfer to Meghna (4,444) 10 225 Negligible [●]
Apurve Teli
Transfer to Nilaben (2,222) 10 225 Negligible [●]
Harilal Gandhi
Transfer to Pratik Bharat (4,444) 10 225 Negligible [●]
Shah
Transfer to Purvesh (1,111) 10 225 Negligible [●]
Mukeshkumar Shah

124
 Issue price/ Percentage Percentage
Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Transfer to Abha December 30, (2,222) 10 225 Negligible [●]
Sidharth Bhansali 2022
Transfer to Anmol (888) 10 225 Negligible [●]
Suresh Shah
Transfer to Bipin C (22,222) 10 225 (0.01) [●]
Doshi
Transfer to Ranna Bipin (22,222) 10 225 (0.01) [●]
Doshi
Transfer to Seema (2,222) 10 225 Negligible [●]
Pravin Jain
Transfer to Ajit Kumar February 3, (5,000) 10 225 Negligible [●]
Manharlal Shah 2023
Transfer to Amisha June 21, 2023 (4,545) 10 550 Negligible [●]
Ronak Shah
Transfer to Vivek Jain July 19, 2023 (36,363) 10 550 (0.01) [●]
Transfer to Meera A (1,500) 10 550 Negligible [●]
Doshi
Transfer to Vivek (9,090) 10 550 Negligible [●]
Harbhajanka
Transfer to Rakesh (4,500) 10 550 Negligible [●]
Ratanchandra Bothra
Transfer to Shreyans R (4,545) 10 550 Negligible [●]
Vora HUF
Transfer to Jayesh (4,545) 10 550 Negligible [●]
Kantilal Shah
Transfer to Mansukh N (6,500) 10 550 Negligible [●]
Sheth HUF
Transfer to Sudhir July 27, 2023 (9,090) 10 550 Negligible [●]
Vinaychand Shah
Transfer to Anurag Jain (9,074) 10 550 Negligible [●]
Transfer to Meera A (318) 10 550 Negligible [●]
Doshi
Transfer to Samir M (2,000) 10 550 Negligible [●]
Sheth HUF
Transfer to Devansh July 28, 2023 (4,545) 10 550 Negligible [●]
Joshi
Transfer to Mehta (4,545) 10 550 Negligible [●]
Finstock Private Limited
Transfer to Sanjana (4,545) 10 550 Negligible [●]
Chitrang Motiwala
Transfer to Vaishali (1,800) 10 550 Negligible [●]
Chandak
Transfer to Abha (4,545) 10 550 Negligible [●]
Siddharth Bhansali
Transfer to Charulata (9,074) 10 551 Negligible [●]
Sharad Ranade
Transfer to Manju August 2, (159,450) 10 550 (0.06) [●]
Rajesh Yagnik 2023
Transfer to Hiralal B (2,727) 10 550 Negligible [●]
Jain HUF
Transfer to Manoj (18,181) 10 550 (0.01) [●]
Maganlal Mehta
Transfer to Pankaj Arjun August 4, (1,818) 10 550 Negligible [●]
Lodha 2023
Transfer to Charulata August 11, (17) 10 550 Negligible [●]
Sharad Ranade 2023
Transfer to Ketki K Shah (5,000) 10 900 Negligible [•]

125
 Issue price/ Percentage Percentage
Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Transfer to Kunal January 17, (5,000) 10 900 Negligible [•]
Vasant Shah 2024
Transfer to Anna (5,000) 10 900 Negligible [•]
Catherine Anthony
Transfer to Instinct (15,000) 10 900 (0.01) [•]
Innovations Private
Limited
Transfer to Ashish (30,000) 10 900 (0.01) [•]
Dinesh Mehta
Transfer to Jigarkumar January 19, (7,500) 10 900 Negligible [•]
Sureshbhai Koradiya 2024
Transfer to Manish (1,500) 10 900 Negligible [•]
Kulvantsinh Arora
Transfer to Horizon (14,000) 10 900 (0.01) [•]
Fund Management
Transfer to Rishabh (24,000) 10 900 (0.01) [•]
Bharatbhai Bagdia
(HUF)
Transfer to Ruchit (6,000) 10 900 Negligible [•]
Kumarpal Shah (HUF)
Transfer to Niket (5,000) 10 900 Negligible [•]
Kumarpal Shah (HUF)
Transfer to Shilpa (5,000) 10 900 Negligible [•]
Gandhi
Transfer to Chodvadiya January 23, (79,000) 10 900 (0.03) [•]
Nilesh Vinubhai 2024
Transfer to Instinct January 24, (5,000) 10 900 Negligible [•]
Innovations Private 2024
Limited
Total 57,117,331 21.69 [●]
Hitesh Chimanlal Doshi
Preferential allotment October 15, 6,233 100 100 0.02 [●]
2008
Our Company had, pursuant to a Shareholders’ resolution dated October 31, 2008, sub-divided its equity share capital by
sub-dividing the face value of the equity shares from ₹100 to ₹10 per equity share. Accordingly, the 6,233 equity shares of
₹100 each of the Company held by Hitesh Chimanlal Doshi were sub-divided into 62,330 equity shares of ₹10 each of the
Company.
Preferential allotment March 18, 332,500 10 10 0.13 [●]
2009
Transfer to Bhadresh March 30, (10) 10 10 Negligible [●]
Trading Corporation 2009
Transfer to Infines IT (10) 10 10 Negligible [●]
Services
Transfer to Manorama (10) 10 10 Negligible [●]
Shirvadkar
Transfer to Kumudini (10) 10 10 Negligible [●]
Shashikant Pathare
Transfer to Rohit Shah (10) 10 10 Negligible [●]
Preferential allotment July 24, 2009 36,000 10 10 0.01 [●]
Transfer to Waaree October 10, (62,330) 10 10 (0.02) [●]
Infrastructure & 2009
Agritech Private Limited (332,450) 10 10 (0.13) [●]
(36,000) 10 10 (0.01) [●]
Transfer from Mahavir September 30, 5,370,796 10 10 2.04 [●]
Thermoequip Private 2014
Limited (subsequently
known as Waaree

126
 Issue price/ Percentage Percentage
Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Sustainable Finance
Private Limited)
Bonus issue in the ratio February 16, 8,593,273 10 NA 3.26 [●]
of eight Equity Shares 2018
for every five Equity
Shares held
Transfer from Hitesh October 19, 79,075 10 40 0.03 [●]
Chimanlal Doshi (HUF) 2019
Transfer (gift) from March 18, 60,938 10 - 0.02 [●]
Rasilaben Chimanlal 2021
Doshi
Total 14,104,082 5.36 [•]
Viren Chimanlal Doshi
Preferential allotment October 15, 7,500 100 100 0.03 [●]
2008
Our Company had, pursuant to a Shareholders’ resolution dated October 31, 2008, sub-divided its equity share capital by
sub-dividing the face value of the Equity Shares from ₹100 to ₹10 per equity share. Accordingly, the 7,500 equity shares of
₹100 each of the Company held by Virenkumar Chimanlal Doshi were sub-divided into 75,000 equity shares of ₹10 each of
the Company.
Transfer to Virenkumar December 15, (15,000) 10 10 (0.01) [●]
Chimanlal Doshi (HUF) 2008
Preferential allotment March 18, 1,500 10 10 Negligible [●]
2009
Preferential allotment July 24, 2009 3,000 10 10 Negligible [●]
Transfer to Waaree October 12, (60,000) 10 10 (0.02) [●]
Infrastructure & 2009
Agritech Private Limited (1,500) 10 10 Negligible [•]
(3,000) 10 10 Negligible [•]
Transfer from Waaree September 6, 120,000 10 5.75 0.05 [●]
Instruments Limited 2010
Preferential allotment January 24, 690,800 10 10 0.26 [●]
2011
Transfer from Patan December 17, 1,286,554 10 10 0.49 [●]
Solar Private Limited 2011
Transfer from Patan December 11, 2,004,786 10 1 0.76 [●]
Solar Private Limited 2014
Transfer from Divya August 22, 1 10 10 Negligible [●]
Parekh 2016
Transfer from Jayesh D. 1 10 10 Negligible [●]
Shah
Transfer from Bhartiben 75,000 10 11 0.03 [●]
Shah
Transfer from Bhartiben November 21, 12,500 10 10 Negligible [●]
Shah 2017
Bonus issue in the ratio February 16, 6,703,427 10 NA 2.55 [●]
of eight Equity Shares 2018
for every five Equity
Shares held
Transfer (gift) from March 18, 60,938 10 - 0.02 [●]
Rasilaben Chimanlal 2021
Doshi
Total 10,954,007 4.16 [●]
Pankaj Chimanlal Doshi
Transfer from Waaree September 6, 300,000 10 5.75 0.11 [•]
Instruments Limited 2010

127
 Issue price/ Percentage Percentage
Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Preferential allotment January 24, 76,080 10 10 0.03 [•]
2011
Transfer (gift) from February 23, 2,540,118 10 - 0.96 [•]
Rasilaben Chimanlal 2015
Doshi
Bonus issue in the ratio February 16, 4,665,916 10 NA 1.77 [•]
of eight Equity Shares 2018
for every five Equity
Shares held
Transmission from Bina October 8, 11,669,853 10 - 4.43 [•]
Pankaj Doshi 2020
Transfer (gift) from March 22, 121,872 10 - 0.05 [•]
Rasilaben Chimanlal 2021
Doshi
Transfer (gift) from March 22, 129,775 10 - 0.05 [•]
Rushabh Doshi 2021
Transfer (gift) from March 30, 5,639,670 10 - 2.14 [•]
Pujan Pankaj Doshi 2021
Transfer to Sanjiv February 18, (40,000) 10 250 (0.02) [•]
Kumar Jain 2022
Transfer to Vandana (10,000) 10 250 Negligible [•]
Rajesh Shah
Transfer to Amit N Shah February 19, (10,000) 10 250 Negligible [•]
2022
Transfer to Lakshit (100,000) 10 250 (0.04) [•]
Bansal
Transfer to Sonam (3,600) 10 250 Negligible [•]
Akash Shah
Transfer to Satish (10,000) 10 250 Negligible [•]
Rameshbhai Gediya
Transfer to Prashant (10,000) 10 250 Negligible [•]
Arvind Karulkar
Transfer to Parul (10,000) 10 250 Negligible [•]
Krishna Rana
Transfer to Bharat (20,000) 10 250 (0.01) [•]
Ratilal Mehta
Transfer to Toral February 21, (48,000) 10 250 (0.02) [•]
Rishabh Bagadia 2022
Transfer to Hemal (44,000) 10 250 (0.02) [•]
Sureshbhai Gandhi
Transfer to Mittal (44,000) 10 250 (0.02) [•]
Sureshbhai Gandhi
Transfer to Ketan (30,000) 10 250 (0.01) [•]
Keshavji Shah
Transfer to Ramesh (30,000) 10 250 (0.01) [•]
Keshavji Shah
Transfer to Ranjit (20,000) 10 250 (0.01) [•]
Kantilal Jain
Transfer to Siddharth K. (20,000) 10 250 (0.01) [•]
Jain
Transfer to Reshma (12,600) 10 250 Negligible [•]
Rajesh Shah
Transfer to Bharat (10,700) 10 250 Negligible [•]
Chandanmal Jain
Transfer to Rajesh (10,000) 10 250 Negligible [•]
Bhansali
Transfer to Shrejus (10,000) 10 250 Negligible [•]
Shrenik Kothari
Transfer to Jayesh (8,000) 10 250 Negligible [•]
Vasantlal Shah

128
 Issue price/ Percentage Percentage
Date of Face value
No. of equity transfer price of the pre- of the post-
Nature of transaction allotment/ per equity
shares per equity Offer Offer capital
transfer share (₹)
share (₹) capital (%) (%)
Transfer to Sonal (8,000) 10 250 Negligible [•]
Hemant Shah
Transfer to (6,000) 10 250 Negligible [•]
Pravinchandra Mohanlal
Doshi
Transfer to Sunil (6,000) 10 250 Negligible [•]
Nandkishore Rathi
Transfer to Sushila (6,000) 10 250 Negligible [•]
Pravinchandra Doshi
Transfer to Meena Bajaj May 25, 2022 (6,000) 10 250 Negligible [•]
Transfer to Shrenik (6,000) 10 250 Negligible [•]
Kumar Bajaj
Total 24,604,384 9.34 [●]
The details of build-up of the equity shareholding of our Promoters have been determined on the basis of the minutes of the meetings
of the board, the register of members maintained by our Company, demat transfer statements, depository instruction slips and
bank account statements. Also see, “Risk Factors - Some of our corporate records relating to changes in the share capital of our
Company, allotments made by our Company, and transfers and acquisitions of Equity Shares made by our Promoters, are not
traceable” on page 71.

(e) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of
allotment/acquisition of such Equity Shares. Further, none of the Equity Shares being offered for sale
through the Offer for Sale are pledged or otherwise encumbered, as on the date of this Red Herring
Prospectus.

(f) Except as disclosed below and in “- Details of shareholding of our Promoters and members of the
Promoter Group- Build-up of the Promoters’ shareholding in our Company” on page 123, our
Promoters, our Promoter Group, our Directors or their relatives or directors of our corporate Promoter
have not purchased, acquired, gifted or sold any securities of our Company during the period of six
months immediately preceding the date of filing of this Red Herring Prospectus:
Face Transfer
Date of Relationship No. of
value per price per Nature of Nature of allotment/
allotment/ with our Equity
Equity Equity consideration transaction
transfer Company Shares
Share (₹) Share (₹)
Sonal T Ramani
May 28, Promoter (1,000) 10 2,100 Cash Transfer of 1,000 Equity
2024 Group Shares to Sarffin
Financial Advisors
Private Limited
May 29, Promoter (1,000) 10 2,100 Cash Transfer of 1,000 Equity
2024 Group Shares to Sarffin
Financial Advisors
Private Limited
Hitesh Pranjivan Mehta
August 6, Director 152,778 10 70 Cash Allotment of 152,778
2024 Equity Shares under the
ESOP Scheme
Suresh Nathmal Kedia
September Relative of 10,182 10 650 Cash Transfer of 10,182 Equity
20, 2024 Richa Manoj Shares from EMP Claims
Goyal, our Private Limited
September Independent (5,000) 10 2,185 Cash Transfer of 5,000 Equity
23, 2024 Director Shares to Hanuman Share
and Stock Brokers
Limited
Sushama Suresh Kedia

129
 Face Transfer
Date of Relationship No. of
value per price per Nature of Nature of allotment/
allotment/ with our Equity
Equity Equity consideration transaction
transfer Company Shares
Share (₹) Share (₹)
September Relative of 6,000 10 650 Cash Transfer of 6,000 Equity
11, 2024 Richa Manoj Shares from EMP Claims
Goyal, our Private Limited
September Independent (2,000) 10 2,050 Cash Transfer of 2,000 Equity
13, 2024 Director Shares to AUM Capital
Market
(500) 10 2,100 Cash Transfer of 500 Equity
Shares to Emkay Global
Financial Services
Limited
September 2,000 10 650 Cash Transfer of 2,000 Equity
17, 2024 Shares from EMP Claims
Private Limited
September (2,000) 10 2,150 Cash Transfer of 2,000 Equity
23, 2024 Shares to Fortune Broking
Abhishek Jayesh Shah
September Relative of (1,000) 10 1,215 Cash Transfer of 1,000 Equity
6, 2024 Jayesh Shares to Tarang
Dhirajlal Vinubhai Patel
Shah, our
Independent
Director
Prerna Jayesh Shah
September Relative of (11,111) 10 Nil N.A. (Gift) Transfer (gift) of 11,111
26, 2024 Jayesh Equity Shares to Prakshal
Dhirajlal Shah
Shah, our
Independent
Director

(g) There have been no financing arrangements whereby our Promoters, members of the Promoter Group,
directors of our corporate Promoter, our Directors or their relatives have financed the purchase by any
other person of securities of our Company during a period of six months immediately preceding the date
of this Red Herring Prospectus.
(h) Except as disclosed in “- Details of shareholding of our Promoters and members of the Promoter Group-
Build-up of the Promoters’ shareholding in our Company” on page 123, there have been no secondary
transactions of Equity Shares by our Promoters and Selling Shareholders, as on the date of this Red
Herring Prospectus.
13. Our Company shall ensure that all transactions in Equity Shares by our Promoters and members of our
Promoter Group between the date of filing of the Draft Red Herring Prospectus and the date of closing of the
Offer shall be reported to the Stock Exchanges within 24 hours of such transactions.
14. Details of Promoters’ contribution and lock-in for three years

(a) Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer Equity Share capital of our Company held by our Promoters, except for the Equity
Shares offered pursuant to the Offer for Sale, shall be locked in for a period of three years as minimum
promoters’ contribution from the date of Allotment (“Promoters’ Contribution”), and the Promoters’
shareholding in excess of 20% of the fully diluted post-Offer Equity Share capital shall be locked-in for
a period of one year from the date of Allotment.

(b) Details of the Equity Shares to be locked-in for three years from the date of Allotment as Promoters’
Contribution are set forth in the table below:

130
 Issue/ Date up to
Date of No. of Percentage Percentage
acquisition which the
Name of allotment/ No. of Face Equity of the pre- of the post-
Nature of price per Equity
the transfer of Equity value Shares Offer paid- Offer paid-
transaction Equity Shares are
Promoter the Equity Shares** (₹) locked- up capital up capital
Share subject to
Shares in (%) (%)
(₹) lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●]
** All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity Shares.

For details on the build-up of the Equity Share capital held by our Promoters, see “Build-up of the
Promoters’ shareholding in our Company” on page 123.

(c) Our Promoters have given their consent to include such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoters’
Contribution. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in
any manner, the Promoters’ Contribution from the date of filing the Draft Red Herring Prospectus, until
the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR
Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.

(d) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations.
In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired in the
three immediately preceding years (a) for consideration other than cash involving revaluation of
assets or capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares out
of revaluation reserves or unrealised profits of our Company or from a bonus issuance of equity
shares against Equity Shares, which are otherwise ineligible for computation of Promoters’
Contribution;

(ii) The Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to
the public in the Offer;

(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company and hence, no Equity Shares have been issued in the one year
immediately preceding the date of this Red Herring Prospectus pursuant to conversion from a
partnership firm or a limited liability partnership firm; and

(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge.

15. Details of Equity Shares locked-in for one year

In addition to the Promoters’ Contribution which will be locked in for three years, as specified above, the
pre-Offer Equity Share capital of our Company held by the Promoters, excluding the Promoters’
Contribution, will be locked-in for a period of one year from the date of Allotment (“Promoters’ One Year
Locked-in Shares”), in accordance with Regulation 16(1)(b) of the SEBI ICDR Regulations.
16. Details of Equity Shares locked- in for six months
The entire pre-Offer Equity Share capital of our Company, excluding the Promoters’ Contribution and the
Promoters’ One Year Locked-in Shares, will be locked-in for a period of six months from the date of
Allotment, including any unsubscribed portion of the Offer for Sale by the Other Selling Shareholder, in
accordance with Regulations 17 of the SEBI ICDR Regulations, except for the (i) Equity Shares which may
be Allotted to the employees (or such other persons as permitted by the SEBI SBEB Regulations and the
ESOP Scheme) under the ESOP Scheme pursuant to exercise of options held by such eligible employees,
whether current employees or not, in accordance with the ESOP Scheme; (ii) Equity Shares Allotted pursuant
to the Offer; and (iii) Equity Shares held by VCFs, AIFs or FVCIs in accordance with Regulation 17 of the
SEBI ICDR Regulations.

131
17. Lock-in of Equity Shares Allotted to Anchor Investors

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the
following manner: there shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to each of the
Anchor Investors from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity
Shares Allotted to each of the Anchor Investors from the date of Allotment.

18. Recording on non-transferability of Equity Shares locked-in

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.

19. Other requirements in respect of lock-in

Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, as mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank,
a public financial institution, NBFC-SI or a deposit accepting housing finance company, subject to the
following:

(a) With respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan.

(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for three years from the date of
Allotment, the loan must have been granted to our Company or our Subsidiaries for the purpose of
financing one or more of the objects of the Offer, which is not applicable in the context of this Offer.

However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and
the relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in period has
expired in terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-
in, may be transferred to any member of our Promoter Group or a new promoter, subject to continuation of
lock-in applicable with the transferee for the remaining period and compliance with provisions of the
Takeover Regulations.

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other than
our Promoters prior to the Offer and locked-in for a period of six months, may be transferred to any other
person holding Equity Shares which are locked in along with the Equity Shares proposed to be transferred,
subject to the continuation of the lock in with the transferee and compliance with the provisions of the
Takeover Regulations.

20. Employee Stock Option Scheme

Our Company has formulated an employee stock option scheme namely the Waaree Energies Limited –
Employee Stock Option Plan 2021 (“ESOP Scheme”) pursuant to a resolution passed by the Board on August
30, 2021 and the Shareholders on September 1, 2021, with a maximum options pool of 10,000,000 options.
Each option, when exercised, would be converted into one Equity Share of our Company, in accordance with
the terms and conditions as may be decided under the ESOP Scheme. Further, the ESOP Scheme contemplates
a statutory minimum vesting period of one year to maximum of 10 years from the date of grant of options.

The primary objective of the ESOP Scheme is to reward key employees for their association, dedication and
contribution to the goals of the Company. The ESOP Scheme is in compliance with the SEBI SBEB
Regulations with the Nomination and Remuneration Committee administering the ESOP Scheme.

Pursuant to a resolution of our Board on March 30, 2022 and of our Shareholders on March 31, 2022, the
ESOP Scheme has been amended to increase the maximum number of options that may be granted to any
employee, in Fiscal 2023 and in aggregate, from 97,000 options to 1,500,000 options. Further, pursuant to a
resolution of our Board on June 16, 2023 and of our Shareholders on July 11, 2023, the ESOP Scheme has
been amended to permit exercise of options by employees, during the continuation of employment/service,
prior to listing of equity shares of our Company. Subsequently, pursuant to a resolution of our Board on
October 28, 2023 and of our Shareholders on November 30, 2023, the ESOP Scheme has been amended to
increase the maximum vesting period from five years to 10 years from the date of grant of options. As on the

132
 date of this Red Herring Prospectus, 3,585,803 options have been granted pursuant to the ESOP Scheme. All
grants of options under the ESOP Scheme are in compliance with the Companies Act, 2013 and all allotments
have been made to employees of our Company.

For the
For the period from
three month
Fiscal July 1, 2024 to the
Particulars Fiscal 2023 Fiscal 2024 period
2022 date of this Red
ended June
Herring Prospectus
30, 2024
Total options Nil Nil 2,543,121 1,146,463 969,421
outstanding as at
the beginning of
the period
Total options Nil 3,144,567 67,170 Nil 374,066
granted
Exercise price of Nil ₹ 10 each for 989,583 ₹154 for 67,170 Nil ₹ 405 for 72,856
options (as on the options and ₹ 70 for options options and ₹ 10 for
date of grant of 2,154,984 options 301,210 options
options)
Options forfeited/ Nil 360,787 242,568 197 7,944
lapsed/cancelled
(net of re-instated
options)
No. of options Nil Nil 1,413,660 177,042 192,512
exercised
Variation in terms Nil Nil Nil Nil Nil
of options
Money realised by NA Nil 39,581,220 12,392,940 13,624,352
exercise of options
Total no. of options Nil 2,783,780 1,194,722 1,017,483 1,195,153
outstanding in
force
Total number of Nil 1,785,506 1,768 Nil Nil
options vested
(excluding options
that have been
exercised)
Options exercised 1,783,214
(since
implementation of
the ESOP Scheme)
The total number 2,974,307
of Equity Shares of
face value of ₹10
each arising as a
result of exercise of
granted options
(including options
that have been
exercised)
Employee wise
details of options
granted to:
(i) Key managerial Nil Name of key Total Nil Nil Name of
Total
personnel managerial no. of no. of
key
personnel options option
manageri
granted s
al
Hitesh Mehta 1,444,44 grante
personnel
3 d
Amit 45,440
Paithankar
Sonal 29,540
Shrivastav
a

Rajesh 1,050
Ghanshya

133
 For the
For the period from
three month
Fiscal July 1, 2024 to the
Particulars Fiscal 2023 Fiscal 2024 period
2022 date of this Red
ended June
Herring Prospectus
30, 2024
m Gaur

(ii) Senior Nil Name of Total Name

Total
Nil Total
management senior no. of of Name of no. of
no. of
managemen options senior senior option
options
t granted manage manageme s
granted
Sunil Rathi 218,753 ment nt grante
Jignesh 219,727 Pankaj 50,000 d
Rathod Vassal Manoj
Abhishek 61,140 Sinsinwar 10,160
Pareek Prabhu
Manoj Patil 16,390 Narayan
Singh 3,174
Avadhut
Parab 9,522
Nilesh
Malani 50,000
Sanjeev
Pushkarna 21,360
Aniruddha
Arvind
Khekale 24,470

(iii) Any other Nil Nil Name Total Nil Nil

employee who of no. of
received a grant in employ options
any one year of ee granted
Pinaki 7,070
options amounting
Banerje
to 5% or more of e
the options granted Apekshi 10,100
during the year t
Solanki
*
*The employee has
left our Company
during Financial
Year 2023-2024
(iv) Identified Nil
employees who are
granted options,
during any one
year equal to or
exceeding 1% of
the issued capital
(excluding
outstanding
warrants and
conversions) of our
Company at the
time of grant
Diluted earnings Fiscal 2022 3.84
per share pursuant Fiscal 2023 21.57
to the issue of Fiscal 2024 39.73
Equity Shares on Three months ended June 30, 2024 16.00
exercise of options
in accordance with
IND AS 33
‘Earnings Per
Share’
Where the NA
Company has
calculated the

134
 For the
For the period from
three month
Fiscal July 1, 2024 to the
Particulars Fiscal 2023 Fiscal 2024 period
2022 date of this Red
ended June
Herring Prospectus
30, 2024
employee
compensation cost
using the intrinsic
value of the stock
options, the
difference, if any,
between employee
compensation cost
so computed and
the employee
compensation
calculated on the
basis of fair value
of the stock options
and the impact of
this difference, on
the profits of the
Company and on
the earnings per
share of the
Company
Method and Nil The fair value of options The fair value of The fair value of options has been
significant has been calculated by options has been calculated by using Black Scholes
assumptions used using Black Scholes calculated by using Method. The assumptions used in the
to estimate the fair Method. The assumptions Black Scholes above are:
value of options used in the above are: Method. The
granted during the assumptions used in 1. The expected volatility used for
year including, 1. The expected volatility the above are:
valuation is 24.96% p. a. for options
weighted average used for valuation is
with Four-year vesting period.
information, 24.96% p.a. for options 1. The expected
namely, risk-free 2. Dividend Yield is assumed to be 0%
with Four-year vesting volatility used for
interest rate, valuation is 3. The risk free interest rate used for
period.
expected life, 24.96% p. a. for the calculation is 7.37% p.a., 7.39%
2. Dividend Yield is
expected volatility, options with Four- p. a., 7.39% p.a., 7.41% p. a., 7.40%
assumed to be 0%
expected p.a, 7.46% p. a., for the 1st, 2nd, 3rd,
3. The risk-free interest year vesting
dividends, and the 4th, 5th and 6 th year respectively.
rate range used for the period.
price of the
underlying share in calculation is 5.41% p.a 2. Dividend Yield is
the market at the to 7.48% p.a, 5.85% p.a assumed to be 0%
time of grant of to 7.56% p.a, 6.20% p.a 3. The risk-free
option to 7.57% p.a, and 6.48% interest rate range
p.a to 7.58% p.a for the used for the
1st, 2nd, 3rd and 4th calculation is
year, respectively. 7.48% p. a., 7.56%
p. a., 7.57% p. a.,
7.58% p. a. for the
1st, 2nd, 3rd and
4th year
respectively.
Impact on the NA
profits and on the
Earnings Per Share
of the last three
years if the
accounting policies
specified in the
Securities and
Exchange Board of
India (Share Based
Employee Benefits
and Sweat Equity)

135
 For the
For the period from
three month
Fiscal July 1, 2024 to the
Particulars Fiscal 2023 Fiscal 2024 period
2022 date of this Red
ended June
Herring Prospectus
30, 2024
Regulations, 2021
had been followed,
in respect of
options granted in
the last three years
Intention of key Our Key Managerial Personnel, Senior Management and Whole-time Directors may sell the Equity
managerial Shares allotted to them under the ESOP Scheme within three months after listing of Equity Shares
personnel, senior pursuant to the Offer.
management and
whole-time
directors who are
holders of Equity
Shares allotted on
exercise of options
to sell their shares
within three
months after the
listing of Equity
Shares pursuant to
the Offer
Intention to sell NA
Equity Shares
arising out of the
ESOP scheme or
allotted under an
ESOP scheme
within three
months after the
listing of Equity
Shares by
directors, senior
managerial
personnel and
employees having
Equity Shares
arising out of the
ESOP scheme,
amounting to more
than 1% of the
issued capital
(excluding
outstanding
warrants and
conversions)

21. Our Company, the Directors and the BRLMs have no existing buyback arrangements and or any other similar
arrangements for the purchase of Equity Shares being offered through the Offer.

22. All Equity Shares issued pursuant to the Offer shall be fully paid up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Red Herring Prospectus.

23. Except as disclosed in “Our Management” on page 292, none of our Directors, KMPs or Senior Management
hold any Equity Shares in our Company.

24. Except as disclosed below, none of the directors of our corporate Promoter hold any Equity Shares in our
Company:

136
 Pre-Offer Post-Offer
No. of Equity Percentage of No. of Equity Percentage
S. No. Name of the director Shares of face total Shares of face of total
value of ₹10 Shareholding value of ₹10 Shareholding
each (%) each (%)
1. Pankaj Chimanlal Doshi 24,604,384 9.34 [●] [●]
Total 24,604,384 9.34 [●] [●]

25. Except as disclosed below, as on the date of this Red Herring Prospectus, the BRLMs and their respective
associates (as defined in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992)
do not hold any Equity Shares of our Company.
No. of Equity Shares of Percentage of total
S. No. Name of the entity
face value of ₹10 each Shareholding (%)
1. Intensive Softshare Private Limited* 540,910 0.21
* Intensive Softshare Private Limited (“ISPL”) is an associate of one of the BRLMs, Intensive Fiscal Services Private Limited. The
shareholding of ISPL in our Company is not in violation of the Securities and Exchange Board of India (Merchant Bankers) Regulations,
1992 (“SEBI MB Regulations”), including the code of conduct laid down in Schedule III to the SEBI MB Regulations.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage
in the transactions with, and perform services for, our Company and its respective directors and officers,
partners, trustees, affiliates, associates or third parties in the ordinary course of business and have engaged,
or may in the future engage, in commercial banking and investment banking transactions with our Company
and each of its respective directors and officers, partners, trustees, affiliates, associates or third parties, for
which they may in the future receive customary compensation.

26. Except to the extent of sale of the respective portion of Offered Shares in the Offer for Sale by the Promoter
Selling Shareholder, none of our Promoters and members of our Promoter Group will participate in the Offer.

27. Except for the allotment of Equity Shares upon any exercise of options vested pursuant to the ESOP Scheme,
and/or the Fresh Issue, there will be no further issue of Equity Shares whether by way of issue of bonus
shares, preferential allotment, rights issue or in any other manner during the period commencing from filing
of this Red Herring Prospectus with SEBI until the Equity Shares are listed on the Stock Exchanges or all
application monies have been refunded, as the case may be.

137
 OBJECTS OF THE OFFER

The Offer comprises of the Fresh Issue by our Company and the Offer for Sale by the Selling Shareholders.

Appraising Entity

None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency, including any
bank or finance institutions.

The Offer for Sale

Each of the Selling Shareholders will be entitled to its respective portion of the proceeds of the Offer for Sale,
after deducting its respective portion of the Offer related expenses and relevant taxes thereon. Our Company will
not receive any proceeds from the Offer for Sale. All expenses in relation to the Offer other than the listing fees
(which shall be borne by our Company) shall be shared among our Company and the Selling Shareholders on a
pro rata basis, in proportion to the Equity Shares Allotted by our Company in the Fresh Issue and the respective
portion of the Offered Shares sold by each Selling Shareholder in the Offer for Sale, in accordance with applicable
law. The table below sets forth certain details in relation to the Selling Shareholders and their respective Offered
Shares:

Sr. No. Name of Selling Shareholder Number of Offered Shares

1. Waaree Sustainable Finance Private Limited Up to 4,350,000
2. Chandurkar Investment Private Limited Up to 450,000
Total Up to 4,800,000

Upon commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer,
or at the time of the Offer being withdrawn or not completed for any reason whatsoever, each Selling Shareholder
shall jointly and severally reimburse our Company for any expenses in relation to the Offer, other than the listing
fees, paid by our Company on behalf of the respective Selling Shareholder, on a pro rata basis in proportion to the
extent of the amount proposed to be raised by the Company through the Fresh Issue and the amount corresponding
to the extent of participation of each Selling Shareholder in the Offer for Sale.

The Objects of the Fresh Issue

The net proceeds of the Fresh Issue, i.e., Gross Proceeds less the Offer expenses apportioned to our Company in
relation to the Fresh Issue (“Net Proceeds”) are proposed to be utilised in the following manner:

1. Part finance the cost of establishing the 6GW of Ingot Wafer, Solar Cell and Solar PV Module manufacturing
facility in Odisha, India by way of an investment in our wholly owned subsidiary, Sangam Solar One Private
Limited (“Project”); and

2. General corporate purposes.

(collectively, referred to herein as “Objects”)

In addition to the aforementioned Objects, our Company will receive the benefits of listing of its Equity Shares
on the Stock Exchanges, and creation of a public market for our Equity Shares in India.

The main objects and the objects incidental and ancillary to the main objects of the MoA enables our Company,
(i) to undertake our existing business activities; (ii) to undertake activities for which funds are being raised by us
through the Fresh Issue; and (iii) to undertake activities for which the funds earmarked towards general corporate
purposes shall be used. Further, the main objects and the objects incidental and ancillary to the main objects of
the memorandum of association of the Project Company (as defined below) enables it to undertake activities in
relation to the Project.

138
Net Proceeds
The details of the proceeds from the Fresh Issue are provided in the following table:

Particulars Estimated amount (in ₹ million)

Gross proceeds from the Fresh Issue# 36,000.00*
(less) Offer related expenses to be borne by the Company in relation to the [●]
Fresh Issue**#
Net Proceeds [●]
*
Subject to full subscription of the Fresh Issue component
**
For further details, see “– Offer related expenses” on page 146.
#
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Requirement of funds and utilisation of Net Proceeds

Deployment of funds

The proposed deployment of the of funds towards the Proposed Project is as follows:

(in ₹ million)
Total Year wise break-up of the
amount expenditure of the Net Proceeds
Total Balance
spent on Estimated
estimated amount to
the utilisation
Particulars amount/ be
Objects as from Net Fiscal Fiscal Fiscal
expenditure incurred
of August Proceeds 2025 2026 2027
(A) (C=A-B)
31, 2024
(B)(2)
Cost of proposed 90,499.59 1,466.70 89,032.89 27,750.00 2,750.00 20,000.00 5,000.00
Project
General corporate [•] - [•] [•] [•] [•] [•]
purposes(1)
Total (1) [•] 1,466.70 - [●] [●] [●] [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2)
As of August 31, 2024, our Company has deployed an amount aggregating to ₹1,385.80 million and the Project Company has deployed
an amount aggregating to ₹80.90 million towards the Project. The sources of funds for the amount deployed towards the Project for
our Company and the Project Company, as on August 31, 2024, were the internal accruals of our Company and the inter-corporate
deposit received from our Company, respectively. In accordance with clause 9(F)(1) under Part A of Schedule VI of the SEBI ICDR
Regulations, which requires a certificate from the statutory auditor certifying the details of the sources of funds and deployment of
those funds on the Project, we obtained the requisite certificate from S R B C & CO LLP, the statutory auditor of our Company and a
certificate from M. N. Sheth & Associates, the statutory auditor of the Project Company, each dated October 8, 2024.

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:
(in ₹ million)
Total amount
Total estimated spent on the Balance Estimated
Particulars amount/ Objects as of amount to be utilisation from
expenditure August 31, spent Net Proceeds (1)
2024(2)
Establishing the Project 90,499.59 1,466.70 89,032.89 27,750.00
General corporate purposes (1) [●] - - [●]
Total [●] 1,466.70 89,032.89 [●]
(1)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2)
As of August 31, 2024, our Company has deployed an amount aggregating to ₹1,385.80 million and the Project Company has deployed
an amount aggregating to ₹80.90 million towards the Project. The sources of funds for the amount deployed towards the Project for
our Company and the Project Company, as on August 31, 2024, were the internal accruals of our Company and the inter-corporate
deposit received from our Company, respectively. In accordance with clause 9(F)(1) under Part A of Schedule VI of the SEBI ICDR
Regulations, which requires a certificate from the statutory auditor certifying the details of the sources of funds and deployment of
those funds on the Project, we obtained the requisite certificate from S R B C & CO LLP, the statutory auditor of our Company and a
certificate from M. N. Sheth & Associates, the statutory auditor of the Project Company, each dated October 8, 2024.

In the event the Net Proceeds are not completely utilised for the Objects during the respective periods stated above
due to factors such as (i) economic and business conditions; (ii) delay in procuring and operationalizing assets or
necessary licenses and approvals; (iii) timely completion of the Offer; (iv) market conditions outside the control

139
of our Company; and (v) any other commercial considerations, the remaining Net Proceeds shall be utilised (in
part or full) in subsequent periods as may be determined by our Company, in accordance with applicable laws.
Further, capital expenditure towards the stated Objects may also be accelerated, due to early completion of various
activities mentioned in this section.

We may also have to revise our funding requirements and deployment of the Net Proceeds from time to time on
account of various factors, such as financial and market conditions, business and strategy and other external
factors, which may not be within the control of our management. This may entail changing the allocation of funds
from its planned allocation at the discretion of our management, subject to compliance with applicable law. The
deployment of funds indicated above is based on management estimates, current circumstances of our business
and prevailing market conditions, which are subject to change. Further, the deployment of funds described herein
has not been appraised by any bank or financial institution or any other independent agency. See “Risk Factors -
Our funding requirements and proposed deployment of the Gross Proceeds are based on management estimates
and may be subject to change based on various factors, some of which are beyond our control” on page 51.

Subject to applicable laws, in the event of any increase in the actual requirement of funds earmarked for the
purposes set forth above, such additional fund requirement will be met by way of means available to us, including
from debt and internal accruals.

Means of finance

Apart from the amounts already incurred towards the Project, the balance amount to be spent on the Project shall
be financed in the manner set forth below:

Sr.
Particulars Amount (in ₹ million)
No.
1. From the Net Proceeds 27,750.00
2. From existing identifiable internal accruals 6,102.89
3. From Project Loan 55,180.00
Total 89,032.89

In accordance with Regulation 7(1)(e) of the SEBI ICDR Regulations, we have made firm arrangements through
verifiable means of towards of 75% of the stated means of finance for the Project, excluding the Net Proceeds
allocated towards the Project and through existing identifiable internal accruals. Our Company’s wholly owned
subsidiary Sangam Solar One Private Limited (“Project Company”), in which the Project will be housed, has
entered into a borrowing arrangement with State Bank of India (“SBI”) for availing a loan of an amount
aggregating to ₹55,180 million vide a sanction letter dated December 20, 2023 issued by SBI and common loan
agreement dated June 18, 2024 entered into between SBI and the Project Company (“Project Loan”). For details
of terms and conditions of sanction of the Project Loan, see “Financial Indebtedness” on page 507.

Details of objects of the Offer

Part - financing the cost of establishing the Project.

In order to backward integrate our operations, aimed at improved profitability and de-risking the supply chain as
well as lower our dependence on imported components, we propose to establish the Project. The Project shall also
benefit from the Subsidies. For details of benefits related to establishment of the Project, see “Our Business –
Business Strategies – Implement strategic backward integration to enhance operations and increase profitability”
on page 235 and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations –
Significant Factors Affecting our Results of Operations and Financial Condition – Capacity expansion and
backward integration plans” on page 454. For details of the Subsidies, please see “Key Regulations and Policies”
on page 264.

The Project shall be housed in the Project Company. For details of the subsidiary including summary of financial
information, please see “Our Subsidiaries” on page 279.

The payment for the lease and other related costs of the land on which we propose to establish the Project and
payment towards the engineering consultancy have been made by our Company. The total land cost includes cost
of the land, administrative cost and annual rent, which in aggregate is ₹1,385.80 million, which has been paid in
full by our Company through its internal accruals and part payment towards the consultancy aggregating to ₹80.90
million has been paid by the Project Company through an inter-corporate deposit received from our Company.
All remaining payments in relation to the Project, as disclosed in this section, shall be made by the Project

140
Company. The Company shall sublease the land to the Project Company (Sangam Solar One Private Limited), a
wholly owned Subsidiary, from which it shall receive rentals. The Company shall infuse the Net Proceeds
earmarked towards the Project into the Project Company (Sangam Solar One Private Limited), through equity or
debt instruments or a combination of both as may be mutually decided between our Company and the Project
Company, in accordance with applicable law. The actual mode of such deployment has not been finalised as on
the date of this Red Herring Prospectus. Our Company will remain interested in the Project Company to the extent
of our shareholding, or as a lender if funds are deployed in the form of debt.

The land, allotted to the Company, on which we propose to establish the Project: (a) is located in village
Bandhunuagaon, Tehsil Dhenkanal, Ambakhal, Tehsil Gondia, Chhatia, Tehsil Gondia, Dhenkanal District,
Odisha aggregating to ~595.39 acres, (b) has been leased to our Company by the Odisha Industrial Infrastructure
Development Corporation (“IDCO”), on a long-term leasehold basis, pursuant to the terms and conditions of a
lease agreement entered into between our Company and IDCO dated June 24, 2024 (“Lease Agreement”). Our
Company has made an advance payment of ₹1,385.80 million, which inter alia includes the cost and annual rent
of the said land as per the Lease Agreement and consequently, no component of the Net Proceeds shall be incurred
towards purchase of land. For details, see “Risk Factors – We intend to utilise a major portion of the Net Proceeds
for funding our capital expenditure requirements. This includes part financing the cost of establishing the
proposed fully integrated 6 GW facility by way of an investment in our wholly owned subsidiary Sangam Solar
One Private Limited which may be subject to the risk of unanticipated delays in implementation, cost overruns
and other risks and uncertainties.” on page 37. Further, our Company has made an application to IDCO dated
September 23, 2024 seeking IDCO’s consent to sublease the said land to the Project Company. Upon receipt of
the consent our Company shall execute a sublease arrangement with the Project Company.

In order to establish the Project, we would incur costs towards engineering consultancy expenses, civil
infrastructure and development works, purchase of machinery including ingot and wafer manufacturing machines,
cell manufacturing machines, module manufacturing machines and other related ancillary equipment, utilities, IT
infrastructure, freight charges, miscellaneous and contingency.

Total estimated cost of the Project

The total estimated cost to establish the Project is ₹90,499.59 million, as estimated by our management, which
has been certified by Oriens Advisors LLP, an independent advisory firm of engineers, pursuant to a report dated
October 7, 2024 (“Project Report”). Of this cost, approximately ₹27,750.00 million is estimated to be utilised
from the Net Proceeds.

The detailed break-down of estimated cost of the Project, is set forth below:
(in ₹ million)
Amount
Total estimated deployed as of Balance amount
Sr. No. Particulars
cost(1)(3) August 31, to be funded
2024(2)
1. Land 1,385.80 1,385.80 -
2. Engineering Consultancy 868.55 80.90 787.65
3. Buildings and Civil works 10,856.06 - 10,856.06
Purchase of machinery including Ingot and Wafer 44,228.34 - 44,228.34
Manufacturing machines, Cell Manufacturing,
4.
Module Manufacturing machines and other
related ancillaries
5. Utilities 29,318.82 - 29,318.82
6. IT Infrastructure 929.96 - 929.96
7. Freight 1,285.97 - 1,285.97
8. Miscellaneous 874.98 - 874.98
9. Contingencies 751.11 - 751.11
Total Project Cost 90,499.59 1,466.70 89,032.89
(1)
Total estimated cost as per the Project Report dated October 7, 2024. The estimated cost also includes currently applicable taxes and
duties.
(2)
As of August 31, 2024, our Company has deployed an amount aggregating to ₹1,385.80 million and the Project Company has deployed
an amount aggregating to ₹80.90 million towards the Project. The sources of funds for the amount deployed towards the Project for our
Company and the Project Company, as on August 31, 2024, were the internal accruals of our Company and the inter-corporate deposit
received from our Company, respectively. In accordance with clause 9(F)(1) under Part A of Schedule VI of the SEBI ICDR Regulations,
which requires a certificate from the statutory auditor certifying the details of the sources of funds and deployment of those funds on the
Project, we obtained the requisite certificate from S R B C & CO LLP, the statutory auditor of our Company and a certificate from M.
N. Sheth & Associates, the statutory auditor of the Project Company, each dated October 8, 2024.
(3)
For all imported machinery, our Company has assumed an exchange rate of ₹ 82.00 = USD 1 and ₹ 93.58 = CHF 1.

141
 Our Company has not considered customs duty for import of equipment as we propose to avail benefits under
Manufacturing and Other Operations in Warehouse Regulations (MOOWR) / Export Promotion Capital Goods
(EPCG) scheme of the Government of India. Therefore, cost of imported components does not include any
expenditure towards customs and other import duties.

Details of cost of the Project

A detailed break-up of the estimated cost of establishing the Project (except for cost of land, which is part of the
Project and incurred by the Company) is set forth below:

a. Engineering consultancy expenses

Engineering consultancy expenses comprises of (a) total plant design including concept design, basic design,
detailed design, technical specifications and technical support and (b) detailed engineering for ingot and wafer
plant, the cell manufacturing plant, the module manufacturing plant, and other complementary services along with
project management consultancy.

The details of such expenses are set forth below:

Estimated Date of
Sr. cost quotation(s) Validity of
Particulars Name of consultant
No. (in ₹ / purchase quotation(s)
millions) orders
1. Total plant design 283.22 SUHUA Construction Group Co. Ranging December
Limited, Sarang Archibuild(1) and from May 31, 2024
CADD Consulting Engineers Private 31, 2023 to
Limited(2) July 17,
2024
2. Detailed engineering design 585.33 Avant Garde Cleanroom & Engg. Ranging December
for the plants, engineering Solutions Private Limited, The IT from 31, 2024
design for mechanical, Electronics Eleventh Design & December 2,
electrical and public works, Research Institute Scientific and 2023 to July
project management Technological Engineering Co. 11, 2024
consultancy and other Limited(3) and Tata Consulting
complementary services Engineers Limited(4)

Total 868.55
(1) A purchase order dated July 12, 2024 has been issued to Sarang Archibuild.
(2) A purchase order dated July 17, 2024 has been issued to CADD Consulting Engineers Private Limited.
(3) Purchase orders dated July 11, 2024 have been issued to The IT Electronics Eleventh Design & Research Institute Scientific and
Technological Engineering Co. Limited.
(4) A purchase order dated July 10, 2024 has been issued to Tata Consulting Engineers Limited.

b. Building construction and civil works

For the Project, we propose to construct four buildings, aggregating to an area of ~2,024,154 square feet. Building
and civil works include construction related work including building the foundation, structure, roof, doors and
windows, drainage and sewerage system, an electrical substation, gas station, waste heat recovery station, stores,
workshops, an administrative building and other infrastructure works like internal roads, parking area and
drainage. As per quotes taken from Desai Construction Private Limited dated November 24, 2023, Meera
Enterprises and Ascent Engineers dated December 1, 2023, which are valid till December 31, 2024 each, the total
cost of civil works and site development is estimated to be ₹10,856.06 million.

c. Purchase of machinery, utilities, IT infrastructure and freight charges

The machinery in the Project includes ingot and wafer manufacturing machines, cell manufacturing machines,
module manufacturing machines and other ancillary equipment. The details of such expenses are set forth below:

Sr. Estimated cost Date of Validity of

Particulars Names of supplier/ vendor
No. (in ₹ million) quotation(s) quotation(s)
1. Ingot and wafer plant – 20,065.59 Linton Technologies Group, Ranging from Ranging from
manufacturing plant, October 12, December 31,
automation system, re-

142
 Sr. Estimated cost Date of Validity of
Particulars Names of supplier/ vendor
No. (in ₹ million) quotation(s) quotation(s)
coating and re-grooving Qingdao Gaoce Technology 2023 to May 2024 to May
tool, laboratory equipment Co. Limited, Global 30, 2024 29, 2025
and recycle silicon cleaner Marketing Services
and jaw crusher
2. Cell manufacturing plant - 20,041.54 Shenzhen S.C New Energy Ranging from December 31,
main plant, installation & Technology Corporation and May 5, 2023 2024
commissioning, automated Zuvay Technologies Private to August 23,
guiding vehicle system and Limited 2023
automatic packaging line,
manufacturing execution
system, turnkey service and
laboratory equipment
3. Module manufacturing 4,121.21 Jinchen Machinery Co. Ranging from Ranging from
plant - main plant, multi bus Limited, Wuxi Autowell March 5, December 31,
bar photo voltaic cell Supply Chain Management 2023 to 2024 to
soldering stringer machine, Co. Limited, GSolar Power October 3, February 26,
sun simulator, laboratory Co. Limited, Pasan SA and 2024 2025
equipment and balance China Testing & Certification
module laboratory International Group Co.
equipment Limited
4. Utilities for ingot and wafer 29,318.82 Zuvay Technologies Private Ranging from December 31,
plant, cell manufacturing Limited, Kiansh International August 25, 2024
plant and module Technologies Private Limited, 2022 to
manufacturing plant as well Polyplast Chemi-Plants (I) December 4,
as common utilities Private Limited, 2023
P.M. Electro Auto Private
Limited, Atlas Copco Limited,
Paharpur Cooling Towers
Limited, Permionics
Membranes Private Limited,
S. K. Electricals, Avant Garde
Cleanroom & Engg. Solutions
Private Limited, Bangalore
Vacuum Technology, Sterling
& Wilson Private Limited, Air
Gas Electronic Materials India
Private Limited, Elegant
Enterprise,
S. V. Trendz, Expel Prosys
Private Limited, Shree HVAC
Engineers, Mahindra &
Mahindra Limited, Vertiv
Energy Private Limited and
Ascent Engineers
5. IT infrastructure 929.96 Honeywell Automation India Ranging from December 31,
Limited, Rockwell August 9, 2024
Automation India Private 2023 to
Limited, Watrana Rentals December 2,
Private Limited and Unique 2023
MEP Projects Private Limited
6. Freight charges for ingot 1,285.97 Fast Forward Logistics India Ranging from December 31,
and wafer plant, cell Private Limited and Procam August 26, 2024
manufacturing plant and Logistics Private Limited 2023 to
module manufacturing December 2,
plant 2023
Total 75,763.09

d. Miscellaneous expenses

Miscellaneous expenses comprise of purchase of minor handling equipment, pre-operative tools, fire safety
systems, consultancy, unquoted insurance and freight charges. We have estimated that the total miscellaneous
expenses are approximately ₹874.98 million.

We have also budgeted a contingency of ₹751.11 million as contingency cost on the total Project cost.

143
Schedule of implementation

The detailed schedule of implementation of the Project is set forth below:

Estimated schedule of Estimated schedule of

Particulars
commencement completion**
Acquisition of land (by way of lease) December 2023 June 2024*
Engineering consultancy August 2024 October 2026
Building construction & civil work December 2024 December 2025
Plant & machineries February 2025 October 2026
Utilities December 2024 September 2025
Commercial production - Solar Ingot and Wafer Plant - October 31, 2026
Commercial production - Solar Cell Plant - April 30, 2026
Commercial production - Solar Module Plant - July 31, 2025
*
Our Company has leased the land for the Project pursuant to a lease agreement with IDCO dated June 24, 2024. Our Company has made
an application to IDCO dated September 23, 2024 seeking IDCO’s consent to sublease the said land to the Project Company. Upon receipt
of the consent our Company shall execute a sublease arrangement with the Project Company.
** For the risks associated with not meeting the expected schedule of implementation, including commercial production, see “Risk Factors -
We intend to utilise a major portion of the Net Proceeds for funding our capital expenditure requirements. This includes part financing the
cost of establishing the proposed fully integrated 6 GW facility by way of an investment in our wholly owned subsidiary Sangam Solar One
Private Limited which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks and uncertainties.”
on page 37.

Working capital requirements

Our working capital requirement in relation to the establishment of the Project (including trial runs prior to
commercial production) expected to be fulfilled from our consolidated internal accruals or working capital
facilities.

Our Statutory Auditor has provided no assurance or services related to any prospective financial information.

Other confirmations

While we are yet to place orders for purchase of machinery and equipment for the Project which we propose to
finance from the Net Proceeds, we have issued certain purchase orders for engineering design and management
consultancy services for which, as on August 31, 2024, our Company has deployed an amount aggregating to
₹1,385.80 million from its internal accruals and the Project Company has deployed an amount aggregating to
₹80.90 million from an inter-corporate deposit received from our Company. For further details see, “- Details of
cost of the Project – a. Engineering consultancy expenses” on page 142.

There can be no assurance that we would be able to procure equipment at the estimated costs. If we engage
someone other than the vendors from whom we have obtained quotations or if the quotations obtained expire,
such vendor’s estimates and actual costs for the services may differ from the current estimates. The quotations
mentioned in this section are valid as on date. In case of increase in the estimated costs, such additional costs shall
be incurred from our internal accruals.

No second-hand or used equipment is proposed to be purchased out of the Net Proceeds.

Further, for risk arising out of the Objects, see “Risk Factors – We intend to utilise a major portion of the Net
Proceeds for funding our capital expenditure requirements. This includes part financing the cost of establishing
the proposed fully integrated 6 GW facility by way of an investment in our wholly owned subsidiary Sangam Solar
One Private Limited which may be subject to the risk of unanticipated delays in implementation, cost overruns
and other risks and uncertainties.” on page 37.

Government Approvals

We require the approvals stated in the table below at various stages of the Project, as indicated below. Such
approvals are granted on commencement or completion of various activities, as applicable. All such approvals
shall be procured as and when they are required in accordance with applicable law. While the normal operations
of the Project Company are ongoing, the Project will be undertaken in various stages post receipt of these
approvals, in compliance with applicable law.

144
 Sr. Approving Authority Stage at which the Status of the
Approval Description
No. and Department approval is required approval
1. Lease of land * Gram Panchayat / Prior to commencement of Completed
Concerned Local civil works
Authority
2. Environmental Clearance Central Pollution Prior to commencement of To be applied for at
from Ministry of Control Board civil works the appropriate stage
Environment, Forest, and
Climate Change
3. Consent to Establish Odisha State Pollution Prior to commencement of To be applied for at
Control Board civil works the appropriate stage
4. Approved factory layout Gram Panchayat / Prior to commencement of To be applied for at
plan Concerned Local Authority civil works the appropriate stage
5. License to work a Factory, Directorate of Industrial Upon completion of civil To be applied for at
as per Factories Act, 1948 Safety and Health, Odisha works and prior to the appropriate stage
State commencement of
commercial production
6. Import Export Code (IEC) Directorate general of foreign Prior to undertaking export To be applied for at
trade, Ministry Commerce, of goods the appropriate stage
and industry
7. Manufacturing and Other Director General of Foreign Prior to commencement of To be applied for at
Operations in Warehouse Trade commercial production the appropriate stage
Regulations / Export
Promotion Capital Goods
scheme
8. Approval for usage of Electricity Board / State During the period of To be applied for at
Power required for Power Distribution Agency construction the appropriate stage
construction as well as
operation
9. Drawing Approval for Chief Electrical During the period of To be applied for at
Electrical Installation Inspector, Odisha construction the appropriate stage
10. Approval for load Chief Electrical Officer During the period of To be applied for at
connection at substation construction the appropriate stage
11. Approval for usage of water Water Resources Department During the period of To be applied for at
required both during construction and the appropriate stage
construction and operation subsequently during the
period of commercial
operation
12. Raw Water Cross-Country IDCO During the period of To be applied for at
Pipeline commercial operation the appropriate stage
13. Building Plan Approval Town & Country Prior to To be applied for at
Planning Department commencement of the appropriate stage
civil works
14. Fire NoC Odisha Fire Prior to commencement of To be applied for at
Service commercial production the appropriate stage
Department
15. Building and Construction Directorate of Industrial During the period of To be applied for at
Workers Registration Safety and Health, Odisha construction the appropriate stage
State
16. Consent to Operate Odisha Pollution Upon completion of To be applied for at
Control Board construction and before the appropriate stage
commercial production
17. License to store and handle Petroleum & Explosives During the period of To be applied for at
Hazardous substances Safety Organization (PESO)/ commercial operation the appropriate stage
Ministry of Commerce &
Industry
18. Insurance under Public Directorate of Factories During the period of To be applied for at
Liability Insurance Act, – Labour department commercial operation the appropriate stage
1991
*
Our Company has leased the land for the Project pursuant to a lease agreement with IDCO dated June 24, 2024. Our Company has made
an application to IDCO dated September 23, 2024 seeking IDCO’s consent to sublease the said land to the Project Company. Upon receipt
of the consent our Company shall execute a sublease arrangement with the Project Company.

General corporate purposes

145
Our Company intends to deploy any balance left out of the Net Proceeds towards general corporate purposes, as
approved by our management from time to time, subject to such utilisation for general corporate purposes not
exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The allocation or quantum
of utilisation of funds towards the specific purposes described above will be determined by our Board, based on
our business requirements and other relevant considerations, from time to time. Our management, in accordance
with the policies of the Board, shall have the flexibility in utilising surplus amounts, if any.

Such general corporate purposes may include, but are not restricted to drive our business growth, including,
amongst other things, payment towards purchase of raw materials, payment of lease expense, payment of
commission and/or fees to consultants, employee related expenses, insurance, repairs and maintenance and
payments of taxes and duties, and any other purpose in the ordinary course of business as may be approved by the
Board or a duly appointed committee from time to time, subject to compliance with applicable laws.

Offer Related Expenses

The total expenses of the Offer are estimated to be approximately ₹[●] million. The expenses of this Offer include,
among others, listing fees, underwriting fees, selling commission, fees payable to the BRLMs, fees payable to
legal counsels, Registrar to the Offer, Bankers to the Offer, processing fee to the SCSBs for processing Bid cum
Application Forms, brokerage and selling commission payable to members of the Syndicate, Registered Brokers,
Collecting RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other
incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.

Except for (i) listing fees and expenses for any corporate advertisements consistent with past practice of our
Company (not including expenses relating to marketing and advertisements undertaken in connection with the
Offer), which shall be borne solely by our Company; and (ii) the applicable tax payable on transfer of Offered
Shares which shall be borne by the respective Selling Shareholders, our Company and each of the Selling
Shareholders shall share the costs and expenses (including all applicable taxes) directly attributable to the Offer
(including fees and expenses of the BRLMs, legal counsel and other intermediaries, advertising and marketing
expenses, printing, underwriting commission, procurement commission (if any), brokerage and selling
commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the
number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold by each of the
Selling Shareholders through the Offer for Sale, in accordance with applicable law including Section 28(3) of the
Companies Act. 2013. Our Company shall advance the cost and expenses of the Offer and our Company will be
reimbursed, severally and not jointly, by each of the Selling Shareholders for their respective proportion of such
costs and expenses. Such payments, expenses and taxes, to be borne by the Selling Shareholders will be deducted
from the proceeds from the sale of Offered Shares, in accordance with applicable law, in proportion to its
respective Offered Shares. Further, in the event the Offer is withdrawn or the requisite approvals required for the
Offer are not received, the Company and each of the Selling Shareholders shall, in accordance with the manner
stated above, share the costs and expenses (including all applicable taxes) directly attributable to the Offer, in
proportion to the extent of the amount proposed to be raised by the Company through the Fresh Issue and the
amount corresponding to the extent of participation of each Selling Shareholder in the Offer for Sale.

The estimated Offer expenses are as follows:

Estimated As a % of total
Sr. As a % of
Activity amount* estimated Offer
No. Offer Size*
(in ₹ million) Expenses*
1. Fees payable to the BRLMs (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
2. Commission/processing fee for SCSBs, Sponsor Banks and [●] [●] [●]
Bankers to the Offer. Brokerage, underwriting commission
and selling commission and bidding charges for Members
of the Syndicate, Registered Brokers, CRTAs and CDPs. (1)
(2) (3) (4) (5)

3. Fees payable to the Registrar to the Offer [●] [●] [●]

4. Other expenses [●] [●] [●]
(i) Listing fees, SEBI filing fees, Stock Exchange
processing fees, book building software fees and other
regulatory expenses, printing and stationery expenses,
advertising and marketing expenses for the Offer, fees
payable to the monitoring agency and fees payable to
the legal counsel; [●] [●] [●]

146