Board Meeting Details

The Board of Directors meeting was held on October 27, 2026, from 02:00 P.M. to 5:30 P.M. (IST).

Key Business Approved

1. Financial Results Approval

The Board approved:

  • Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended September 30, 2026
  • Limited Review Report issued by M/s. S R B C & Co LLP, Statutory Auditors

2. Acquisition Approval

The Board approved acquisition of 100% shareholding of Waaree Green Data Centers Private Limited (formerly Sunsantional Energy Private Limited) along with its two wholly-owned subsidiaries:

  • Aurovault Data Centers Private Limited (incorporated August 30, 2024)
  • Sunstar Data Centers Private Limited (incorporated September 14, 2026)

Acquisition is from subsidiary Waaree Renewable Technologies Limited by Waaree Energies Limited.

Acquisition Details (Annexure A)

Transaction Structure

  • Type: Related party transaction (acquisition from subsidiary)
  • Purpose: Expansion into data center business and digital infrastructure services
  • Consideration: ₹1,00,000 at ₹10 per share (10,000 equity shares of ₹10 each)
  • Stake Acquired: 100% shareholding
  • Timeline: Expected completion in Financial Year 2026-27

Regulatory Approvals

  • No government or legal approvals required for the acquisition
  • Considered on arm's length basis as per independent valuation

Target Business

Waaree Green Data Centers Private Limited is engaged in establishing and operating data centers and allied services including hyper-scale data center operations, providing digital infrastructure services in India.

Financial Results Summary

Consolidated Financials (₹ Crores)

| Period | Total Income | Net Profit | EPS (₹) |

| Q2 FY27 | 7,664.81 | 1,029.75 | 24.98 |

| H1 FY27 | 15,767.41 | 1,876.01 | 54.54 |

| Q2 FY26 | 6,226.54 | 1,231.46 | 29.56 |

| H1 FY26 | 10,823.72 | 2,418.90 | 55.27 |

Standalone Financials (₹ Crores)

| Period | Total Income | Net Profit | EPS (₹) |

| Q2 FY27 | 4,759.14 | 670.88 | 23.33 |

| H1 FY27 | 11,175.73 | 1,409.98 | 49.02 |

| Q2 FY26 | 5,316.38 | 1,159.53 | 40.36 |

| H1 FY26 | 8,883.48 | 1,819.42 | 63.33 |

Auditor's Review Report Key Points

Consolidated Financials

  • Reviewed by S R B C & Co LLP (ICAI Firm registration number: 324982E/E300003)
  • Covers 55 subsidiaries with total assets of ₹8,207.76 crores as of September 30, 2026
  • 7 subsidiaries (₹557.91 crores assets) not reviewed by their auditors

Emphasis of Matter

  • US Customs and Border Protection investigation ongoing regarding exports to USA
  • Provision of ₹294.78 crore made based on management assessment and legal advice
  • No further adjustments made pending final investigation outcome

Significant Events and Contingencies

1. US Customs Investigation

  • Investigation initiated by US Customs and Border Protection under Trade Facilitation and Trade Enforcement Act of 2015
  • Pertains to origin of components used in solar modules exported to USA since January 2021
  • Provision of ₹294.78 crore (USD 32.782 million) recognized
  • Notice of determination received during the period, administrative review filed
  • Refund of reciprocal duties of ₹360.40 crores recognized as other operating revenue

2. Income Tax Investigation

  • Income tax authorities conducted investigation in November 2025
  • Notice received under section 158BC of Income Tax Act, 1961
  • Tax return duly filed as per provisions

3. IPO Proceeds Utilization

  • IPO completed on October 28, 2024 (₹4,321.44 crores total issue size)
  • Fresh issue proceeds: ₹3,600.00 crores
  • Utilization as of September 30, 2026:
  • Project establishment: ₹2,049.74 crores utilized of ₹2,775.00 crores allocated
  • General corporate purposes: ₹697.70 crores fully utilized
  • Offer expenses: ₹90.69 crores utilized of ₹127.30 crores estimated
  • Unutilized amount: ₹761.87 crores temporarily invested in fixed deposits

4. Amalgamation Plan

  • Board approved scheme of amalgamation of Indosolar Limited with Waaree Energies Limited
  • Appointed date: April 1, 2026
  • Exchange ratio: 1 equity share of Waaree for every 11 equity shares of Indosolar
  • Subject to NCLT, BSE, and NSE approvals

Capital Structure

  • Paid-up equity share capital: ₹287.65 crores
  • Face value: ₹10 per share
  • Number of equity shares: 287,652,950

Additional Information

  • Full results available on company website: www.waaree.com
  • Also available on BSE (www.bseindia.com) and NSE (www.nseindia.com)
  • Results reviewed by Audit Committee and approved by Board of Directors