Key Quantitative Figures

  • Total IPO proceeds raised: ₹8,900 million (fresh issue of 14,495,114 equity shares)
  • Net IPO proceeds: ₹8,415.14 million
  • Amount proposed for reallocation: ₹1,598.50 million
  • Total project cost for new solar cell plant: ₹4,558.50 million
  • Term loan arrangement for the project: ₹2,960.00 million
  • Unutilized IPO proceeds as of October 8, 2026: ₹2,102.36 million

Dates of Action

  • Notice date: October 12, 2026
  • Cut-off date for voting rights: October 9, 2026
  • E-voting period: October 13, 2026 (9:00 AM IST) to November 11, 2026 (5:00 PM IST)
  • Result declaration: Within 2 working days or 3 days after e-voting conclusion
  • Projected commercial operation date: April 2028

Parties Involved

  • Subsidiary: Oswal Solar Energy Private Limited (formerly Oswal Solar Structure Private Limited)
  • Scrutinizer: Amit Shukla, Proprietor of M/s Amit Shukla & Associates, Company Secretaries
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Regulatory references: SEBI ICDR Regulations, Companies Act 2013, MCA Circulars

Purpose and Rationale

The company proposes to reallocate ₹1,598.50 million from unutilized IPO proceeds originally earmarked for:

  • Aluminium Frame Facility
  • Remaining 300 MW EVA Encapsulant Facility
  • Remaining 500 MW Solar Module Facility

To instead fund a new 1.2 GW solar cell manufacturing plant through subsidiary Oswal Solar Energy Private Limited. The strategic rationale includes:

  • Addressing supply chain constraints for Domestic Content Requirement (DCR) cells
  • Reducing dependence on imported solar cells subject to 20% basic customs duty + 7.5% AIDC
  • Securing ALMM List-II compliance for government projects (PM-KUSUM, PM Surya Ghar)
  • Achieving backward integration and cost competitiveness
  • Expected to meet 75% of company's cell requirements through captive consumption

Deployment Schedule

The proposed deployment of reallocated funds:

  • Financial Year 2027: ₹639.40 million
  • Financial Year 2028: ₹959.10 million

Additional Variation Request

The company also seeks to extend the deployment timeline for ₹443.14 million of capital expenditure funds (original object: funding certain capital expenditure of the company) from Financial Year 2026 to Financial Year 2027 due to:

  • General economic conditions
  • Government policies
  • Delays in equipment/machinery procurement

Current Utilization Status (as of October 8, 2026)

| Object | Allocated (₹ million) | Utilized (₹ million) | Utilization % | Unutilized (₹ million) |

| Capital expenditure | 898.60 | 455.46 | 50.69% | 443.14 |

| Investment in Oswal Solar | 2,727.58 | 1,097.14 | 40.22% | 1,630.44 |

| Debt repayment | 2,800.00 | 2,800.00 | 100% | NIL |

| Subsidiary debt repayment | 310.00 | 310.00 | 100% | NIL |

| General corporate purposes | 1,678.96 | 1,650.18 | 98.29% | 28.78 |

| Total | 8,415.14 | 6,312.78 | 75.02% | 2,102.36 |

Supporting Documentation

The company has obtained:

  • Techno Economic Viability Report from Dun & Bradstreet Information Services India Private Limited
  • Certificate from Independent Chartered Engineer Vinod Kumar Goel
  • Certificate from Independent Chartered Accountants confirming >75% utilization

These documents are available on the company's website during the e-voting period.

Voting Procedure

Members can vote electronically through NSDL's e-voting platform (www.evoting.nsdl.com) using their demat account credentials or folio numbers. Institutional shareholders must submit board resolutions/authority letters to the scrutinizer.

Financial Impact Assessment

The variation is expected to:

  • Secure steady supply of DCR cells
  • Reduce exposure to spot-market price volatility
  • Strengthen cost structure
  • Improve consolidated earnings and cash flow in the long term
  • Financial impact not quantified in the disclosure