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:
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 recognized 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 recognized. Refer note 42.
(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 realizability 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 utilized. The amount of the deferred income tax assets considered realizable, however, could change if estimates of future taxable income changes in the future. Refer note 31.
(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 45.
(v) Impairment of non-financial assets
Impairment 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 realization 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 Ministry of Corporate Affairs vide notification dated 7 May 2025 and 13 August 2025 notified the Companies (Indian Accounting Standards) Amendment Rules, 2025 and Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which amended certain accounting standards (see below), and are effective for annual reporting periods beginning on or after 1 April 2025:
(i) Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.
If there is a breach of a material covenant of a long term loan arrangement on or before the end of the reporting period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees—after the reporting period but before the financial statements are approved for issue—not to demand repayment for at least 12 months as a consequence of the breach, this shall be treated as an adjusting event. Accordingly, the entity is not required to classify the liability as current.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025 retrospectively in accordance with Ind AS 8.
(ii) Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
In August 2025, the MCA notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures
to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.
As a result of implementing the amendments, the Company has provided additional disclosures about its supplier finance arrangement.
(iii) Amendments to Ind AS 21 - Lack of exchangeability
The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
These amendments did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
(iv) International Tax Reform-Pillar Two Model Rules - Amendments to Ind AS 12
In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECD's BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure
requirements apply for annual reporting periods beginning on or after 1 April 2025, but not for any interim periods ending on or before 31 March 2026.
The amendments had no impact on the Company's standalone financial statements as the Company is not in scope of the Pillar Two model rules.
i) Investment property includes :
(a) Land held in Tamil Nadu for purpose of capital appreciation.
(b) Lease hold land at Odisha has been held for sub-lease to a subsidiary for the purpose of setting up manufacturing plant.
(c) Office space / building at Mumbai has been held for sub-lease.
(d) All the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the company's name and there are no issues with respect to the title deeds of such immovable properties
Note 11 : Trade receivables (Contd.)
The credit period on sales of goods ranges from 0 to 90 days with or without security.
Trade receivable have been given as collateral towards borrowings, the details relating to which has been described in note 24.
Trade receivables to the extent, covered under letter of credit bill discounting arrangements have been derecognized by the company, as it has transferred the contractual right and substantially transferred all risks and rewards of ownership of these receivables to the bank. Also, the company does not have any continuing involvement in these receivables.
Credit risk management regarding trade receivables has been described in note 52 (b) (ii) (a).
Trade receivables from related parties has been disclosed in note 47.
b. Terms & Conditions
The Company has only one class of equity shares having a face value of ' 10 per share. Each holder of equity share is entitled to one vote per share.
In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders
Nature and purpose of reserves:
(i) Securities premium
The amount received in excess of face value of equity shares is recognized in share premium. This reserve is utilized 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 recognize the value of equity settled share based payments provided as part of the ESOP scheme.
Term loan from bank includes (secured)
i) Term loan from Axis bank amounting to ' 240.00 Crore (March 31, 2025: ' Nil) for setting up of 170 MW grid connected solar power project at Unit no.3, Neemuch Solar Park, RUMSL, Madhya Pradesh against the total loan sanction amount of ' 403.98 Crore. The loan is primarily secured by an exclusive charge on movable fixed assets related to the project, exclusive charge by way of all the borrower's rights including but not limited to substitution and step-in rights (through substitution agreement), title, interest, benefit claims and demands, whatsoever, of the borrower in the existing and future project documents, including clearances, guarantees from EPC contractor, under PPA, CG of MP Government., and PSF guarantee of REWA assets and insurance, exclusive charge by way of hypothecation on all current assets of the project (present and future), exclusive charge on all accounts under this project including but not limited to DSRA and TRA. The loan has to be repaid in 20.5 years including a moratorium of 6 months (including construction period) and repayment period of 20 years. The facility shall be repayable in 80 structured quarterly instalments starting from the end of six months from the first disbursement and carries interest rate of 7.55% per annum linked to 3 month treasury bill and payable at monthly intervals. The loan contains financial covenants and the debt service coverage ratio shall not go below 1.20 times, asset cover ratio shall not go below 1.20 times and debt equity coverage ratio shall not be more than 3 times.
ii) The Company has availed Term loans under consortium from banks State Bank of India (Lead Bank) , Bank of India & Union Bank of India for setting up of its 5.40 GW Solar Cell Manufacturing Facility at Chikhli, Gujarat and reimbursement of project cost incurred towards said project. The Term Loans outstanding from State Bank of India is ' 123.56 Crore and Union Bank of India is ' 19.61 Crore (March 31,2025: ' Nil) and the total sanctioned limits of SBI is '538.42 Crore and UBI is '85.41 Crore respectively.
iii) The said Term Loan is primarily secured by Pari-passu first charge over the entire movable assets of the Project including fixed assets, P&M, Pari-passu first charge over the entire immovable assets of the Project building, Pari-passu charge on land through Indenture of Mortgage, Pari-passu first charge over the Cash Flows generated from the company as a whole to be shared with WC lenders, Pari-passu first charge on assignment of contractor guarantees, liquidated damages, letter of credit, guarantee or performance bond that may be provided by any counter party under any Project Agreement or contract in favour of the Borrower related to the Project, Pari-passu first charge / assignment of insurance policies in respect of the Project, Pari-passu first charge over all accounts of the Borrower including the Escrow Account and the Sub-Accounts (or any account in substitution thereof), which are to be maintained, Pari-passu first charge by way of assignment or creation of Security Interest on all the rights, title, interest, benefits, claims and demands whatsoever of the Borrower under the any Project agreement for the proposed project. The facility shall be repayable in 19 equal quarterly instalments starting from March 31, 2026 and carries interest rate of 9.70% per annum linked to 6 month MCLR and payable at monthly intervals. The loan contains financial covenants as Debt Service Coverage Ratio >=1.20 times, Interest Coverage Ratio >= 2.00 times, Fixed Asset Cover Ratio shall >= 1.43 times (For Project) and Debt to EBITDA ratio shall not be more than 3 times.
Note 24 : Short term borrowings (Contd.)(i) Short term loan (secured)
Short term loan against export bill discounting from State Bank of India at an interest rate of 5.20 % (SOFR 145
Bps) amounting to ' 74.65 Crore (March 31, 2025: ' Nil) is secured against:
i) First pari passu charge along with other consortium bank namely State Bank of India (lead bank), Indusind Bank, HSBC Bank, ICICI Bank, DBS Bank, SMBC Bank and Kotak Mahindra Bank over the company's Stock of raw material, stock in process & finished goods, book debts and other current assets both present & future as primary Security.
ii) Collaterally secured by mortgage of factory land & building of the company situated at plot no 231-236, SEZ, Surat and hypothecation of Plant and Machinery situated at Nandigam, Umbergaon.
iii) Second charge mortgage of factory land and building and hypothecation of plant and machinery of the company's Module Lines situated at plot No 1934/1, Chikhli, Navsari.
iv) First charge on pari passu basis on office no. 504, 5th Floor, Western Edge - I, Western Express Highway, Borivali East, Mumbai belongs to Waaree Energies Limited
iv) First charge on pari passu basis on office no. 602, 6th Floor, Western Edge - I, Western Express Highway, Borivali East Mumbai belongs to Waaree Energies Limited
v) Cash collateral of ' 13.02 Crore offered as additional collateral.
vi) Cash credit facility carries interest rate : (a) State Bank of India - 6 Months MCLR 1.30 % (b) Indusind Bank Ltd - 1 year MCLR 1.15% (c) HSBC Bank - Overnight MCLR 0%, (d) Kotak Mahindra Bank - 6Months MCLR 1%, (e) ICICI - 6 Months MCLR 0.25%, (f) SMBC - Overnight MCLR .
vii) 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 State Bank of India at an spread of 0.35% over the FD rate amounting to ' 85.02 Crore
(March 31, 2025: Nil) is secured by cash collateral.
Bank overdraft from HSBC Bank Nil (March 31, 2025: ' 1.64 Crore) 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 4.03% to 5.03% amounting to
' 1278.29 Crore (March 31, 2025 interest rate ranging from 5.63% to 5.91% per annum amounting to ' 910.32 Crore).
These buyer's credit are repayable within 12 months from the date of draw down. Buyer's credit amounting to
Rs 379.39 Crore are secured against;
i) First pari passu charge along with other consortium bank namely State Bank of India (lead bank), Indusind Bank, HSBC Bank, ICICI Bank, DBS Bank, SMBC Bank and Kotak Mahindra Bank over the company's Stock of raw material, stock in process & finished goods, book debts and other current assets both present & future as primary Security.
Note 24 : Short term borrowings (Contd.)
ii) Collaterally secured by mortgage of factory land & building of the company situated at plot no 231-236, SEZ, Surat and hypothecation of Plant and Machinery situated at Nandigam, Umbergaon.
iii) Second charge mortgage of factory land and building and hypothecation of plant and machinery of the company's Module Lines situated at plot No 1934/1, Chikhli, Navsari.
iv) First charge on pari passu basis on office no. 504, 5th Floor, Western Edge - I, Western Express Highway, Borivali East, Mumbai belongs to Waaree Energies Limited
v) First charge on pari passu basis on office no. 602, 6th Floor, Western Edge - I, Western Express Highway, Borivali East Mumbai belongs to Waaree Energies Limited
vi) Cash collateral of ' 13.02 Crore offered as additional collateral.
vii) Cash credit facility carries interest rate : (a) State Bank of India - 6 Months MCLR 1.30 % (b) Indusind Bank Ltd - 1 year MCLR 1.15% (c) HSBC Bank - Overnight MCLR 0%, (d) Kotak Mahindra Bank - 6 Months MCLR 1%, (e) ICICI - 6 Months MCLR 0.25%, (f) SMBC - Overnight MCLR.
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.
Note 45 : Disclosure pursuant to IND AS - 19 - "Employee Benefit Expense"[a] Post employment benefit plans:
Defined benefit plans
The Company has the following defined benefit plans.
Gratuity: In accordance with Gratuity Act, 1972, the Company provides for gratuity, a defined benefit retirement plan ("The Gratuity Plan") covering eligible employees. The gratuity plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the gratuity plan are determined by actuarial valuation on the reporting date and the company makes contribution to the gratuity fund administered by life insurance companies under their respective group gratuity schemes.
This defined benefit plan exposes the Company to actuarial risks, such as legislative risks, liquidity risk, market risk, and investment risk.
Assumptions
With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
[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 ' 9.67 Crore (March 31, 2025 : ' 6.24 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 Executive 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, 2025: ' Nil Crore) more than 10% of the total revenue from operations.
(iii) Information about Geographical revenue and non-current assets
Note 47 : Disclosure pursuant to IND AS - 24 "Related Party Disclosures" (Contd.)
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 ' 4,140.27 Crore (March 31, 2025: ' 1635.39 Crore) to subsidiaries and ' 4.36 Crore (March 31, 2025: ' 14.54 Crore) 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 7.83 % 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 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:
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.
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
Note 47 : Disclosure pursuant to IND AS - 24 "Related Party Disclosures" (Contd.)
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.
Investment in Equity Shares and Optionally Convertible Redeemable Preference Shares (OCRPS):
The Company has invested in equity shares and Optionally Convertible Redeemable Preference Shares (OCRPS) of a 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.
Note 48 : Leases
Effective April 1, 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 period 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.
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.
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 as at March 31, 2026 is ' 187.82 Crore and '3,888.76 Crore (March 31, 2025: ' 322.51 Crore & ' 6,697.02 Crore) respectively. 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.
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.
Sensitivity analysis
A reasonably possible strengthening / (weakening) of the Indian Rupee against US dollars, CHF, GBP, AED, and Euro as at 31st March would have affected the measurement of financial instruments denominated in US dollars and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. In cases where the related foreign exchange fluctuation is capitalised to fixed assets or recognised directly in reserves, the impact indicated below may affect the Company's income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing respectively.
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counter party for this contracts is generally a bank or exchange. This derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place.
iv (b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. The Company manages its interest rate risk by monitoring the movements in the market interest rates closely.
Exposure to interest rate risk
Company's interest rate risk arises primarily from borrowings. The interest rate profile of the Company's interest-bearing financial instruments is as follows.
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, Preference shares 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.
Cash flow sensitivity analysis for variable-rate instruments
The sensitivity analysis below have been determined based on the exposure to interest rates for financial instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates :
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, 2026 and March 31, 2025.
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.
11. The Company has no outstanding balances with the struck off companies except below.
Note 55 - Other Additional Regulatory Information :
1. The Board of Directors at its meeting held on April 29, 2026, has recommended a final dividend of ' 2 per equity share. The payment of dividend is subject to approval of the shareholders at ensuing Annual General Meeting of the Company.
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 period / year ended March 31, 2026 and March 31, 2025.
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 : Employee stock option plan (ESOP)
1. The shareholders of the Company have vide their special resolution dated September 1, 2021 approved the Plan authorizing 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.
Note 61 :
Amounts shown as ' 0.00 represents amount below ' 50,000 (Rupees Fifty Thousand).
Note 62 : Initial Public Offer (IPO)
During the previous 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 crores and offer for sale of 48,00,000 equity shares by selling shareholders aggregating to ' 721.44 crores, totalling to ' 4,321.44 crores. 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 Board of Director's at its meeting held on June 20, 2025 had approved a proposal for the change in location of the Project, from Odisha to Gujarat (for solar cell and module manufacturing capacity) and Maharashtra (for ingot wafer manufacturing capacity). The given proposal has been approved by the Shareholders by way of a special resolution through a postal ballot effective from August 02, 2025. Further, the total cost of setting up these plants remains in line with the objects of the issue.
The Company's share of total offer expenses are estimated to be ' 127.30 crores. The IPO proceeds (net of provisional IPO expenses of ' 127.30 crores) which were unutilised as at March 31, 2026 are temporarily invested in fixed deposits of scheduled commercial banks. The utilization of the IPO proceeds in relation to fresh issue is summarized below:
Note 59 :
The Income tax authorities ('the department') had conducted investigation on the Company during the month of November 2025 at the Company offices and facilities of the Company in India. The Company has submitted the requested information to the department and responding to the further requests and queries raised to the Company in the process. Subsequently, the Company has received summons under section 131(1A) of the Income Tax act asking for various documents and details as stated in the summons which have been duly provided by the Company. Pending final outcome of the matter, no further adjustments have been made to the standalone financial statements.
Note 60 : Business Combinations :
On October 7, 2025, the Company subscribed to 64% of the equity shares of Kotson's Private Limited for a consideration of '192.00 crores and On November 7, 2025, Waaree Power Private Limited, one of the subsidairy of the Company has subscribed to 76% of the equity shares of Racemosa Energy (India) Private Limited for a consideration of ' 53.20 crores. Accordingly, Kotsons Private Limited and Racemosa Energy (India) Private Limited has became the subsidiaries of the Company with effect from respective dates of acquisition. Subsequently, the name of the Kotson's Private Limited has changed to Waaree Transpower Private Limited and name of the Racemosa Energy (India) Private Limited has changed to Waaree Smart Meters Private Limited.
Note 63 :
The Company has received final approval under the Gujarat Electronics Policy from the Government of Gujarat for its Solar Photovoltaic module manufacturing unit at NH-8, Degam-Chikhli, Navsari, Gujarat ("Module Line"). Accordingly, the Company has accrued incentives of Rs. 79.27 crores as Other Operating Revenue and Rs. 31.77 crores as Other Income.
Note 64 :
During the year, the U.S. Customs and Border Protection ("CBP") formally commenced an investigation against the Company and its subsidiary, Waaree Solar Americas, Inc. under the Trade Facilitation and Trade Enforcement Act of 2015, known as the Enforce and Protect Act (EAPA). The investigation pertains to the origin of components used in solar modules manufactured by Company in India and exported to the United States of America (USA) and related duties applicable thereon since January 2021. Based on external legal advice and management's assessment, the Company has recognised a provision of ' 294.78 crores.Further, the Company based on its best estimates and in consultation with legal counsel perfected its prior disclosure with CBP. Pending final outcome, no further adjustments have been made to these standalone financial statements.
Note 65 :
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 database 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, to the extent appilcable.
Note 66 : Subsequent events
There have been no events or transactions subsequent to the date of Balance Sheet, which may have impact on these standalone financial statements.
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