Notes to Accounts of Waaree Energies Ltd.

Mar 31, 2025

XX. Provisions

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

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

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

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

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

XXI. Onerous contracts

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

XXII. Cash and Cash Equivalent

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

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

XXIII. Earnings per Share

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

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

C. Significant judgements and estimates:

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

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

(vi) Expected credit loss

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

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

(i) Useful lives of property, plant and
equipment

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

(ii) Provisions and Contingencies

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

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

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

(iii) Income Taxes

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

(iv) Defined benefit plans

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

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

(v) Impairment of non-financial assets

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

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

D. Application of new and amended standards:

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

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

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

Nature and purpose of reserves:

(i) Securities premium

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

(ii) Share based payment reserve

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

(iii) Retained earnings

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

Term loan from others includes (secured)

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

Note 25 : Short term borrowings (Contd.)

(i) Cash credit facility (secured)

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

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

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

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

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

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

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

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

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

(ii) Bank Overdraft (secured)

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

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

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

[C] Defined Contribution Plans

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

Note 46 : Segment Reporting

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

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

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

Terms and conditions:

Sale of products and services:

For transactions:

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

For outstanding balances:

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

Purchases:

For transactions:

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

For outstanding balances:

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

Loans to subsidiaries:

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

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

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

Capital purchases:

For tranasctions:

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

For outstanding balances:

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

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

Acquisition of land:

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

Compensation to KMPs:

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

Guarantee given:

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

Investments in equity shares:

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

Corporate social responsibility expenses and donations:

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

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

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

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

³Debt Service = Interest & lease payments principal debt payments

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

⁵Working Capital = Total Current Assets - Total Current Liabilities

⁶Capital Employed = Tangible Networth⁷ Total debt Deferred Tax liability

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

⁸Cost of Investment = Total Equity

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

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

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

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

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

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

B. Financial Risk Management

i. Risk management framework

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

ii. Credit risk

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

(a) Trade and other receivables from customers

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

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

(b) Cash and cash equivalents and other bank balances

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

iii. Liquidity risk

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

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

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

iv (c) Other price risk

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

Note 53 : Capital Management

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

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

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

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

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

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

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

Note 55 - Other Additional Regulatory Information :

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

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

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

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

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

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

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

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

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

Note 56 :

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

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

Note 57 : Employee stock option plan (ESOP)

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

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

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

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

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

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

Note 61 :

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

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

Note 62 : Initial Public Offer (IPO)

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

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

Note 65 :

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

As per our report of even date attached

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

Chartered Accountants Waaree Energies Limited

ICAI Firm Registration Number: 324982E/E300003

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

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

Membership No. 118746 Managing Director & CEO & Compliance Officer

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

Place: Mumbai Place: Mumbai

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

Note 63 :

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

Note 64 :

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

---

Mar 31, 2024

XX. Provisions

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

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

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

XXI.Onerous contracts

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

both incremental costs and an allocation of costs directly related to contract activities).

XXII. Cash and Cash Equivalent

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

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

XXIII. Earnings per Share

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

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

C. Significant judgements and estimates:

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

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

(i) Useful lives of property, plant and equipment

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

(ii) Provisions and Contingencies

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

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

benefits are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised. Refer note 43

(iii) Income Taxes

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

(iv) Defined benefit plans

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

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

(v) Impairment of non-financial assets

I mpairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,

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

(vi) Expected credit loss

The measurement of expected credit loss on financial assets is based on

the evaluation of collectability and the management''s judgement considering external and internal sources of information. A considerable amount of judgement is required in assessing the ultimate realisation of the loans / receivables having regard to, the past collection history of each party and ongoing dealings with these parties, and assessment of their ability to pay the debt on designated dates. Refer note 11.

D. Application of new and amended standards:

The company has adopted, with effect from April 01, 2023, the following new and revised standards and interpretations. Their adoption has not had any significant impact on the amounts reported in the financial statements.

i) Amendment to Ind AS 1 Presentation of financial statements requires disclosure of material accounting policies rather than significant accounting policies;

ii) Amendment to Ind AS 8 Accounting Policies, Change in Accounting Estimates and Errors replaces definition of "change in accounting estimates" with the definition of "accounting estimate".

iii) Amendment to Ind AS 12 Income Taxes with reference to initial recognition exception for transactions that give rise to equal taxable and deductible temporary differences.

Note 18 : Other equity (Contd.)

Nature and purpose of reserves:

(i) Debenture redemption reserve

The Company is required to create a debenture redemption reserve out of the profits which is available for the purpose of redemption of debentures. Further, during the previous year ended March 31, 2023, the Company has repaid all the outstanding debentures and balance of debenture redemption reserve has been transferred back to retained earnings.

(ii) Securities premium

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

(iii) Share based payment reserve

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

(iv) Retained earnings

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

(v) Other comprehensive income

Other comprehensive income consists of remeasurement gains/ (loss) on defined benefit plans.

(i) Hire purchase loans from banks (secured)

Hire purchase loan from banks amounting to '' Nil (March 31, 2023: '' 2.36 million) which is secured by hypothecation of vehicle financed. The said loan is repayable monthly in 36 to 60 equal instalments @ interest rate of 8.50 % p.a to 9.61 % p.a.

(ii) Term loan from others includes (secured)

(a) Loan from Indian Renewable Energy Development Agency Limited (IREDA) amounting to '' Nil (March 31, 2023: '' 94.83 million). The loan has to be repaid in 20 quarterly instalments starting from September 30, 2019 and carries interest rate of 9.60% (March 31, 2023: 9.60%) per annum. The loan is primarily secured by hypothecation of all movable assets of 1 GW Solar PV module manufacturing plant at Village-Tumb, Tal-Umbergaon, Dist-Valsad, Gujarat and second charge on existing movable and immovable assets of the Company. The loan is also collaterally secured by fixed deposit of '' 110.70 million (March 31, 2023: '' 104.38 million) and personal guarantee by one of the director and his relative. During the year ended March 31, 2024 the Company has repaid the outstanding loan amount.

Note 19 : Borrowings (Contd.)

(b) Loan from Indian Renewable Energy Development Agency Limited (IREDA) amounting to '' 1,096.39 million (March 31, 2023: '' 1433.73 million) for setting up 2 GW Solar Module Manufacturing plant at Village- Degam, Chikili, Dist-Navsari, Gujarat against the total loan sanction amount of '' 1686.70 million. The loan is primarily secured with the mortgage of immovable assets, hypothecation of project movable assets (excluding current assets), both existing and future and shall have first charge on the fixed assets related to 2 GW module project and second charge on fixed assets related to the project, to the extent of working capital facility and personal guarantee by one of the director. The loan has to be repaid in 20 quarterly instalments starting from December 31, 2022 and carries interest rate of 9.45% (March 31, 2023: 9.80%) per annum. The loan contains covenant of debt service coverage ratio shall not go below 1.10 on annual basis. The Company has satisfied the debt service coverage ratio as mentioned in the terms of the loan.

The Company has utilised all the borrowed funds for the purpose specified in the respective sanction letters.

(i) Cash credit facility (secured)

Working capital loan from Banks includes cash credit facility under consortium banking arrangement from State Bank of India (lead bank), Bank of Maharashtra, Indusind Bank and HSBC Bank and a cash credit facility from ICICI Bank amounting to '' 363.89 million (March 31, 2023: '' 434.81 million) is secured against:

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

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

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

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

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

vi) Cash collateral of '' 130. 20 million offered as additional collateral from promoter''s account.

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

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

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

Buyer''s credit is availed from foreign banks at an interest rate ranging from 5.70% to 5.87% amounting to '' 1,306.25 million (March 31, 2023 : Nil) per annum. These buyer''s credit are repayable within 12 months from the date of draw down. The Buyer''s credit availed is backed by cash collateral.

The Company has utilised all the borrowed funds for the purpose specified in the respective sanction letters.

Terms and conditions:

Sales of products and services:

Sales of products and services to related parties are made on terms equivalent to those that prevail in arm''s length transactions and in the ordinary course of business. Sale of products and services related transactions are based on prevailing price lists. For the Year ended March 31, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

Purchases:

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

Loans to subsidiaries:

The Company had given loans to subsidiaries for general corporate purpose, capital expenditure and working capital requirements. The loan balance as at March 31, 2024 was '' 1,515.13 million (March 31, 2023: '' 226.44 million). These loans are unsecured and carry an interest rate ranging from 8.82 % to 10 %.

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

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

Note 47 : Leases

Effective April 01, 2019, the Company has adopted Ind AS 116, Leases, using modified restrospective approach. On adoption of the new standard IND AS 116 resulted in recognition of ''right of use'' assets and a lease liability. The cumulative effect of applying the standard, has been debited to retained earnings. The effect of this adoption is insignificant on the profit before tax, profit for the year and earnings per share. Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments.

i. Risk management framework

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

ii. Credit risk

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

(a) Trade and other receivables from customers

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

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

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

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

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

iv. Market risk

Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.

iv (a) Currency risk

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee. Our exposure are mainly denominated in U.S. dollars and Euro. The Company''s business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations. The Company has put in place a Financial Risk Management Policy to identify the most effective and efficient ways of managing the currency risks.

Note 54 : Other Additional Regulatory Information:

1. During the year ended March 31, 2024 the Company has not announced any dividend.

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

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

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

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

6. The Company has not traded, nor invested in any Crypto currency or virtual currency during the year ended March 31, 2024 and March 31, 2023.

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

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

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

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

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

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

Pursuant to the Corporate insolvency resolution process under the Insolvency Bankruptcy Code, the resolution plan submitted by the Company for Indosolar Limited was approved, by the Hon''ble National Company Law Tribunal (NCLT), New Delhi, by its order dated April 21, 2022. As per Resolution Plan, the total planned infusion towards acquisition of Indosolar Limited is ''1897.93 million ('' 945.83 million payable towards CIRP cost, financial creditors, operational creditors, workmen & employees and others dues and '' 952.10 million is payable as fresh infusion towards capex and working capital for stabilising and improving operations).

During the previous year, the Company had infused '' 400.00 million through equity and '' 217.30 million through loan towards payment of CIRP cost, financial creditors, operational creditors, workmen and employees dues and accounted acquisition as per the terms of said resolution plan. During the year ended March 31, 2024, the Company had infused through loan '' 804.76 million towards payment to financial creditors amounting to '' 385.72 million and towards working capital and capital expenditure amounting to '' 419.04 million. Indosolar has fully paid the financial creditors as per resolution plan. Further as per the approved Resolution plan, the Company has commitment to infuse '' 533.06 million (March 31, 2023 '' 952.10 million) towards capex and working capital, which will be infused in due course as and when required.

The petition filed by Indosolar and the Company with NCLT, for removal of difficulties in implementation of resolution plan which includes prayer for resumption of trading of equity shares of Indosolar Limited on Stock Exchanges of India, was heard by Hon''ble NCLT on April 01, 2024 and basis hearing the petition was dismissed as withdrawn by petitioners. Basis the hearing, Indosolar has filed representation before Stock Exchanges for allowing recommencement of trading of shares. Indosolar and Company is pursuing the matter with the Stock Exchanges.

Further, the Company is in the process of setting up 1GW of module manufacturing line at Indosolar''s Noida facility. Indosolar is also seeking payment of subsidy by Government as per the resolution plan and planning to take necessary legal actions for the same.

During the previous financial year 2022-23, the Company entered into a Business Transfer Agreement dated September 29, 2022 with Shree Swami Samarth Solar Park Private Limited (Seller) to purchase a Solar Plant comprising of operating Solar power project and land connected thereto. The Company has paid cash of '' 164.70 million and acquired liabilities of '' 438.41 million, thus total consideration aggregating to '' 603.11 million. Such acquisition is accounted as asset acquisition by the Company under Property Plant and Equipment and being amortised over the remaining useful life of the asset. Out of the acquired liabilities of '' 438.41 million, '' 438.17 million were payable to a related party of the Company, who had setup the Solar Power Project for the seller.

Note 57 : Employee stock option plan (ESOP)

1. The shareholders of the Company have vide their special resolution dated September 01, 2021 approved the Plan authorising the Committee to grant not exceeding 1,00,00,000 (One Crores) Options ("Options Pool") to the eligible Employees in one or more tranches, from time to time, which in aggregate shall be exercisable into not more than 1,00,00,000 (One Crores). Any other event, which the Board may designate as a liquidity event for the purpose of the Plan Shares, with each such Option conferring a right upon the Employees to apply for one Share in the Company in accordance with the terms and conditions as may be decided under the Plan.

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

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

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

(a) During the year ended March, 31, 2023, the Company has provided for dimunition of '' 100.00 million in investment in debenture of Taxus infrastructure and Power Projects Private Limited.

(b) During September 2022, an incidence of theft of raw material amounting to '' 157.76 million was noticed at Chikhli plant of the Company. Such theft also included the raw materials received for job-work. An investigation has been performed by the local police and management of the Company through which it was identified that the theft had been perpetrated by subcontractor''s employees. Subsequently, police has recovered raw material amounting to '' 51.96 million (comprising of raw material stock lying under judicial custody as at March 31, 2023 amounting to '' 20.97 million and balance handed over to the Company) and filed chargesheet with the honourable court. The Company has provided '' 126.77 million (March 31, 2023: '' 105.80 million) towards loss of Raw material inventory (including provision towards raw material inventory received for job work) and strengthened the internal controls related to inventory movement, physical verification and physical security at plant by installing additional CCTV cameras and other measures. The Company has submitted an insurance claim for losses, for which survey has been completed and a report has been submitted to the Insurance Company by the surveyor. (Refer note 9)

(c) On the basis of discussions and settlement agreed with two customers, including a settlement subsequent to Balance Sheet date, the Company has accounted Order Cancellation fees of '' 3,413.42 million (March 31, 2023: Nil), considering the non-recurring nature of income and amounts involved, such income is disclosed as Exceptional items for the year ended March 31, 2024.

Note 62 : Subsequent events

Subsequent to the year ended March 31, 2024, the Company has been sanctioned credit facility from banks

for an amount of '' 7,500 million.

Note 63 :

During the year, the Company has migrated to SAP (HANA) (new accounting software) from SAP (ECC) (legacy accounting software) with effect from February 01, 2024. Both the softwares used by the Company for maintaining its books of accounts has a feature for audit trail (edit log) facility and the same has 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 is not enabled for certain changes made, if any, using privileged/ administrative access rights.

Further, in relation to an accounting software operated by a third party software service provider in relation to payroll processing function, the Company is in the process of seeking information on reporting on audit trail in Service Organisation Control report of the third party service provider.

There were no instances of audit trail feature being tampered with respect to above accounting softwares, where audit trail has been enabled.

Note 64 :

Previous year figures have been regrouped and reclassified where necessary to conform to this year''s classification. During the previous year, the Company has grouped/disclosed provision relating to liquidated damages and other related claims amounting to '' 1,123.65 million under the head "Trade Payables". However, based on review of commonly followed practices, the management believes that these liabilities are more relevant to be classified as "short term provisions" and "other financial liabilities". Accordingly, previous year comparatives as at March 31, 2023 relating "Trade payables" amounting to '' 1,123.65 million are reclassified as "short term provisions" amounting to '' 248.73 million and "other financial liabilities" amounting to '' 874.92 million. The management believes that the reclassification does not have any material impact on information presented in the balance sheet at the beginning of the preceding period, i.e. April 01, 2022. Accordingly, the Company has not presented opening balance sheet as at April 01, 2022.

As per our report of even date attached

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

Waaree Energies Limited

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Pritesh Maheshwari Hitesh C Doshi Hitesh P Mehta Rajesh Gaur Amit Paithankar

Partner Chairman & Managing Director Director & Chief Financial Officer Company Secretary Chief Executive Officer

& Compliance Officer

Membership No. 118746 (DIN 00293668) (DIN 00207506) (ACS-A34629)

Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai Place: Edinburgh

Date: June 20, 2024 Date: June 20, 2024