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Waaree Energies Ltd IPO
Status: Closed
Overview
IPO date
21 Oct 2024 to 23 Oct 2024
Face value
₹ 10 per share
Price
₹ 1427 to ₹1503 per share
Issue Size
28,752,095 shares
(aggregating up to ₹ 4321.44 Cr)
(aggregating up to ₹ 4321.44 Cr)
Allotment Date
24 Oct 2024
Listing at
NSE
Issue type
Book Building
Sector
Capital Goods - Electrical Equipment
Objectives of Waaree Energies Ltd IPO
Initial public offering of 28,752,095 equity shares of face value of Rs. 10 each of the company ("Equity Shares") for cash at a price of Rs. 1,503 per equity share (including a share premium of Rs. 1,493 per equity share) ("Offer Price") aggregating to Rs. 4321.44 crores (the "Offer") comprises a fresh issue of 23,952,095 equity shares aggregating to Rs. 3600.00 crores ("Fresh Issue") and an offer for sale of 4,800,000 equity shares ("Offered Shares") aggregating to Rs. 721.44 crores comprising 4,350,000 equity shares by Waaree Sustainable Finance Private Limited aggregating to
Rs. 653.81 crores ("Promoter Selling Shareholder") and 450,000 equity shares by Chandurkar Investments Private Limited aggregating to Rs. 67.64 crores ("Other Selling Shareholder" and together with the promoter selling shareholder, the "Selling Shareholders", and such offer for sale of equity shares by the selling shareholders, the "Offer for Sale"). The offer included a reservation of 432,468 equity shares aggregating to Rs. 65.00 crores, for subscription by eligible employees (as defined hereinafter) (the "Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer constituted 10.01% and 9.86% of the post-offer paid up equity share capital of the company, respectively.
The face value of the equity share is Rs. 10 each. The offer price is 150.30 times the face value of the equity shares.
Waaree Energies Ltd IPO Strategy
- Implement strategic backward integration to enhance operations and increase profitability.
- Maintain leadership position in the utility and enterprise modules sales market with continued capacity expansion in India and abroad.
- Comparative cost of solar module facilities executed in the past.
- Focus on technology upgrades to manufacture high quality modules.
- Continue to grow and diversify our export markets.
- Continue our focus on maintaining leadership position in commercial and industrial, and residential business verticals.
About Waaree Energies Ltd
Waaree Energies Limited was originally incorporated as Anmol Fluid Connectors Private Limited' at Mumbai on December 18, 1990, issued by the RoC. Thereafter, name of Company changed to Waaree Solar Private Limited' on April 25, 2007 and later on the name was further changed to Waaree Energies Private Limited', pursuant to Certificate of Incorporation on December 12, 2007. Accordingly, the Company converted into a Public Company on March 8, 2013, and consequently, the name was changed to Waaree Energies Limited', pursuant to a fresh Certificate of Incorporation issued by the RoC on May 2, 2013.
The Company is the largest manufacturer of solar PV modules in India with the largest aggregate installed capacity of 12 GW. Presently, it is engaged in manufacture of Solar Photo-voltaic Modules, setting up of Projects in solar space and sale of electricity. The Company operated five manufacturing facilities in India spread over an area of 143.01 acres. It operate one factory each located at Surat, Tumb; Nandigram, Chikhli in Gujarat, India and the IndoSolar Facility, in Noida, Uttar Pradesh.
The solar PV modules are currently manufactured using multicrystalline cell technology, monocrystalline cell technology and emerging technologies such as Tunnel Oxide Passivated Contact (TopCon) which helps reduce energy loss and enhances overall efficiency. In 2007, the Company got into the business in manufacturing line of solar energy with an operational capacity of 30 MW module.
In 2014, it formed a joint venture with North Eastern Electric Power Corporation Limited (NEEPCO) for implementation of solar power project in Sehore, Madhya Pradesh.
In 2017, it acquired 40% shares in Waaneep Solar Private Limited from NEEPCO and accordingly, Waaneep Solar Private Limited became the wholly owned subsidiary of the Company.
In 2018, it commissioned solar photovoltaic modules plant having capacity of 1,000MW. It got into a Share Purchase Agreement for sale of investments in the wholly-owned subsidiary, Waaneep Solar Private Limited.
In March, 2021, the Company acquired 500 MW Solar Module manufacturing facility which took the total installed capacity to 2GW. The Company initiated construction activities for a solar cell manufacturing unit in 2022. It increased capacity to 12GW in 2023 and has further increased 13.3 GW capacity with the commissioning of 1.3 GW of module manufacturing facility at Indosolar Limited's Noida facility in 2024.
In October 2024, the Company has come out with an Initial Public Offering of 28,752,095 Equity Shares by raising funds aggregating to Rs. 4321 Crore, comprising a Fresh Issue of 23,952,095 Equity Shares aggregating to Rs 3600 Crore and 48,00,000 Equity Shares Offer for Sale aggregating to Rs. 721 Crore.
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Strengths vs Risks of Waaree Energies Ltd
Know the pros & cons
Strengths
Largest solar PV module manufacturer in India well positioned to capture industry tailwinds and growth prospects for solar energy in India and globally.- Diversified base of global and Indian customers with a large order book.
- Advanced manufacturing facilities with global accreditations.
- Extensive pan-India retail network.
- Consistent track record of financial performance.
- Experienced senior management team with a committed employee base.
Risks
- The company's business is dependent on certain key customers and the loss of any of these customers or loss of revenue from sales to any key customers could have a material adverse effect on its business, financial condition, results of operations and cash flows.
- Its customer agreements include terms relating to liquidated damages and the company has paid liquidated damages and other related claims in Fiscal 2023 and Fiscal 2024 and the three months ended June 30, 2023 and June 30, 2024. In the event the company is unable to reduce such liquidated damages and other related claims its business, financial condition, results of operations and cash flows may be adversely impacted.
- Its export sales make the company operations subject to risks and uncertainties of various international markets, in particular the United States. Further, its revenue from operations is significantly dependent on export sales and there is no assurance that its may be able to continue its export sales going forward.
- The company intend to utilise a major portion of the Net Proceeds for funding its capital expenditure requirements. This includes part financing the cost of establishing the proposed fully integrated 6 GW facility by way of an investment in its wholly owned subsidiary Sangam Solar One Private Limited which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks and uncertainties.
- The proposed Project is dependent on various government subsidies. In the event such subsidies does not materialize or the state or central government does not approve the entire subsidy amount, its may have to raise additional working capital, which may materially impact its cash flows, financial condition and results of operations.
- Its ability to grow the company Retail Sales particularly, commercial and industrial, and residential business verticals, depends on the success of its relationship with the company franchisees and an inability to maintain or further expand its retail network, could negatively affect the company's business, cash flows and results of operations.
- The company, through its Subsidiary, Waaree Solar Americas Inc., are in the process of expanding its manufacturing operations in the United States. The proposed facility is to be funded through its internal accruals as well financing agreements with lenders, which are yet to be finalized. Any failure to properly implement its manufacturing operations may have an adverse impact on the company's business, financial condition, and cash flows.
- The company import a portion of its raw material supply from China. Restrictions on or import duties relating to materials and equipment imported for its manufacturing operations as well as restrictions on or import duties levied on the company products in its export markets may adversely affect the company's business prospects, financial performance and cash flows.
- The company bid for solar projects for power supply with state power generation companies and for EPC and O&M projects through a competitive bidding process that expose it to risks, the occurrence of which may delay or prevent completion of such projects and may lead to unforeseen increases in costs and could adversely impact its business, financial condition, cash flows, and results of operations.
- Growing its business through acquisitions or joint ventures may subject it to additional risks that may adversely affect its business, financial condition, cash flows, results of operations and prospects.
- Implementing its growth strategy and the company's business operations will depends on its ability to maintain access to multiple funding sources on acceptable terms.
- The company is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.
- Exchange rate fluctuations may adversely affect its business, results of operations and cash flows.
- The company's ability to access capital at attractive costs depends on its credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company's business, financial conditions, cash flows and results of operations.
- The company erstwhile auditor and current Auditor have included certain remarks in the annexure to their audit reports on the Companies (Auditor's Report) Order, 2016 / Companies (Auditor's Report) Order, 2020, for the years ended March 31, 2022, March 31, 2023 and March 31, 2024, respectively and in their auditor's report for the year ended March 31, 2024.
- The company is dependent on third party suppliers of materials and components for manufacturing its products. Any disruptions in the supply or availability of materials and components of the appropriate quality standards and fluctuation in their prices may have an adverse impact on its business operations, cash flows and financial performance.
- Its Auditor has included an emphasis of matter in their auditors' report on the company audited financial statements as at and for the year ended March 31, 2023.
- The outstanding orders in its order book may be delayed, modified or cancelled which may have an adverse impact on the company's business, results of operations and cash flows.
- Its funding requirements and proposed deployment of the Gross Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.
- Four out of five of its operational manufacturing facilities are located in Gujarat, India which exposes its operations to potential risks arising from local and regional factors which may restrict the company operations and adversely affect its business, results of operations and cash flows.
- If the company is experience insufficient cash flows from its operations or are unable to borrow to meet the company working capital requirements, it may materially and adversely affect its business, results of operations and cash flows.
- Decline in the price of solar PV module prices may have an adverse impact on its business, results of operations and cash flows.
- The company is exposed to credit risk from its customers and the recoverability of the company trade receivables is subject to uncertainties.
- Its may not be able to adequately protect or continue to use the company intellectual property. In addition, the use of the brand "Waaree" or similar trade names by third parties could have a material adverse effect on its business growth and prospects, financial condition, results of operations and cash flows.
- The company derives a substantial portion of its Retail Sales from Gujarat and are in the process of expanding its retail network to target new customers. Any adverse change in the demand of the company products in Gujarat or failures to expand into new markets may have an adverse impact on its business, financial condition, cash flows and results of operations.
- Information relating to the installed capacity, effective installed capacity and capacity utilization of its manufacturing facilities included in this Red Herring Prospectus are based on certain assumptions and estimates and future production and capacity may vary.
- Its business has grown rapidly in recent periods, and the company may not be able to sustain its rate of growth in the future.
- The company is dependent on third-party transportation providers for the supply of materials for its manufacturing process and delivery of the company finished products.
- In the past, one of its Group Companies had failed to meet certain legal requirements of SEBI and the Stock Exchanges. Further, in the past the Company and its Subsidiaries, Waaree Renewable Technologies Limited and Indosolar Limited, had failed to meet certain legal requirements.
- The growing reliance on renewable energy sources presents certain risks which may adversely affect its business, results of operations, financial condition and cash flows.
- The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.
- There have been certain instances in the past involving the Company wherein there have been delays in timely payment of the Company's contribution to the employee provident fund. The Company may be subjected to penalties in case of any such delays in the future.
- Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on its financial condition.
- The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future on an arm's length basis, and there can be no assurance that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties.
- Its Restated Consolidated Summary Statements for the relevant financial reporting periods are not comparable on account of certain acquisitions and divestments made by the Company in the relevant financial reporting periods.
- The loss of one or more members of its senior management or key employees may adversely affect its ability to conduct the business and implement the company strategy. Its success depends upon its management team and skilled personnel and its ability to attract and retain such persons.
- Unsatisfactory performance of or defects in its products may cause it to incur additional expenses and warranty costs, damage its reputation and cause the company sales to decline.
- An inability to accurately forecast demand or price for its products and manage the company inventory may adversely affect its business, results of operations, financial condition, and cash flows.
- Improper storage, processing and handling of materials and products may cause damage to its inventory leading to an adverse effect on the company's business, results of operations and cash flows.
- The company has in the past paid rent to certain Promoter Group individuals
- Its may be subject to significant risks and hazards when operating and maintaining its manufacturing facilities, for which its insurance coverage might not be adequate.
- The company has certain contingent liabilities that have been disclosed in its financial statements, which if they materialize, may adversely affect the company results of operations, cash flows and financial condition.
- The company and its Subsidiaries have availed of certain unsecured borrowings which are repayable on demand.
- There are outstanding material legal proceedings involving the Company, Subsidiaries, Promoters and Directors.
- The company Directors have been unable to locate specific records of their prior experience to supplement their past experience and therefore the company has been constrained to include limited disclosure for their respective profiles in this Red Herring Prospectus.
- Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures which may adversely affect its business, results of operations and cash flows.
- The loss of accreditation for its manufacturing facilities and operations could damage the company reputation, business, results of operations and cash flows.
- Inability to meet the quality standard norms prescribed by applicable regulatory authorities in the markets the company sell its products could result in the sales of the company products being banned or suspended or becoming subject to significant compliance costs, which could have a material adverse effect on its business, results of operations and cash flows.
- An inability to obtain or maintain regulatory approvals and permits required for its business operations in a timely manner may adversely affect the company's business, results of operations and cash flows.
- If the company is unable to establish and maintain effective internal controls and compliance system, its business and reputation could be adversely affected.
- Some of its corporate records relating to changes in the share capital of the Company, allotments made by the Company, and transfers and acquisitions of Equity Shares made by its Promoters, are not traceable.
- The Company has issued Equity Shares at a price that may be lower than the Offer Price in the last 12 months.
- The Company cannot assure payment of dividends on the Equity Shares in the future.
- Its registered office, corporate office and some of the company manufacturing facilities are located on leased premises. There can be no assurance that such lease agreements will be renewed upon termination or that its will be able to obtain other premises on lease on the same or similar commercial terms.
- The land on which its Chikhli facility in Gujarat is located was acquired from SGP Industrial Infrastructure Private Limited (formerly, Waaree Renewables Private Limited), an erstwhile Group Company.
- Its Promoters and Promoter Group will continue to exercise significant influence over the Company after completion of the Offer.
- Its Promoters, Directors, Key Managerial Personnel and Senior Management are interested in the Company's performance in addition to their remuneration and reimbursement of expenses.
- Industry information included in this Red Herring Prospectus has been derived from an industry report commissioned by it, and paid for by the company for such purpose.
- Any unscheduled or prolonged disruption of its manufacturing operations could materially and adversely affect the company's business, financial condition, results of operations, and cash flows.
- Its may be subject to unionization, work stoppages or increased labour costs, which could adversely affect the company's business, cash flows and results of operations.
- The company import machinery from foreign countries and the same is subject to certain risks which may adversely affect its business, results of operations, financial condition and cash flows.
- Damage to and/or malfunction of any of its operating systems or cyber security risks could disrupt the company operations and adversely affect its business, results of operations, financial condition and cash flows.
- An inability to provide adequate customer support and ancillary services may adversely affect its relationship with the company existing and prospective customers, and in turn its business, results of operations, financial condition and cash flows.
- While its business is not seasonal, however, the company's business prospects and future financial performance depends on the demand for solar power products. Any decrease in demand for such products could adversely affect its business, results of operations and cash flows.
- An inability to produce quality products that address customer needs or adopt new solar technologies and in an effective and timely manner may adversely affect its business, results of operations and cash flows.
- Its business is dependent on the regulatory and policy environment affecting the renewable energy sector in India.
- The company faces intense competition in its markets, and the company may lack sufficient financial or other resources to maintain or improve its competitive position.
Waaree Energies Ltd Peer Comparison
Understand the company’s industry standing
Waaree Energies Ltd
Websol Energy System Ltd
Premier Energies Ltd
Face Value
10
10
10
Standalone / Consolidated
Consolidated
Consolidated
Consolidated
Total Income Rs. Cr.
11632.763
26.81
3171.311
EPS-Basis
48.05
-29.99
6.93
EPS-Diluted
47.86
-29.99
5.48
NAV Per Share
154.96
---
14.63
P/E-Basic EPS
---
---
151.13
P/E-Diluted EPS
---
---
---
RONW(%)
30.36
---
37.46
Latest NAV Period
---
---
---
Latest NAV
---
---
---
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The IPO opens on 21 Oct 2024 & closes on 23 Oct 2024.
Waaree Energies Limited was originally incorporated as Anmol Fluid Connectors Private Limited' at Mumbai on December 18, 1990, issued by the RoC. Thereafter, name of Company changed to Waaree Solar Private Limited' on April 25, 2007 and later on the name was further changed to Waaree Energies Private Limited', pursuant to Certificate of Incorporation on December 12, 2007. Accordingly, the Company converted into a Public Company on March 8, 2013, and consequently, the name was changed to Waaree Energies Limited', pursuant to a fresh Certificate of Incorporation issued by the RoC on May 2, 2013.
The Company is the largest manufacturer of solar PV modules in India with the largest aggregate installed capacity of 12 GW. Presently, it is engaged in manufacture of Solar Photo-voltaic Modules, setting up of Projects in solar space and sale of electricity. The Company operated five manufacturing facilities in India spread over an area of 143.01 acres. It operate one factory each located at Surat, Tumb; Nandigram, Chikhli in Gujarat, India and the IndoSolar Facility, in Noida, Uttar Pradesh.
The solar PV modules are currently manufactured using multicrystalline cell technology, monocrystalline cell technology and emerging technologies such as Tunnel Oxide Passivated Contact (TopCon) which helps reduce energy loss and enhances overall efficiency. In 2007, the Company got into the business in manufacturing line of solar energy with an operational capacity of 30 MW module.
In 2014, it formed a joint venture with North Eastern Electric Power Corporation Limited (NEEPCO) for implementation of solar power project in Sehore, Madhya Pradesh.
In 2017, it acquired 40% shares in Waaneep Solar Private Limited from NEEPCO and accordingly, Waaneep Solar Private Limited became the wholly owned subsidiary of the Company.
In 2018, it commissioned solar photovoltaic modules plant having capacity of 1,000MW. It got into a Share Purchase Agreement for sale of investments in the wholly-owned subsidiary, Waaneep Solar Private Limited.
In March, 2021, the Company acquired 500 MW Solar Module manufacturing facility which took the total installed capacity to 2GW. The Company initiated construction activities for a solar cell manufacturing unit in 2022. It increased capacity to 12GW in 2023 and has further increased 13.3 GW capacity with the commissioning of 1.3 GW of module manufacturing facility at Indosolar Limited's Noida facility in 2024.
In October 2024, the Company has come out with an Initial Public Offering of 28,752,095 Equity Shares by raising funds aggregating to Rs. 4321 Crore, comprising a Fresh Issue of 23,952,095 Equity Shares aggregating to Rs 3600 Crore and 48,00,000 Equity Shares Offer for Sale aggregating to Rs. 721 Crore.
Waaree Energies Ltd IPO will close on 23 Oct 2024.
- Largest solar PV module manufacturer in India well positioned to capture industry tailwinds and growth prospects for solar energy in India and globally.
- Diversified base of global and Indian customers with a large order book.
- Advanced manufacturing facilities with global accreditations.
- Extensive pan-India retail network.
- Consistent track record of financial performance.
- Experienced senior management team with a committed employee base.
| S.No | Promoters Name | Pre Issue Shares | Pre Issue Percentage | Post Issue Shares | Post Issue Percentage |
|---|---|---|---|---|---|
| 1 | Hitesh Chimanlal Doshi | 14104082 | 5.36 | 14104082 | 4.91 |
| 2 | Viren Chimanlal Doshi | 10954007 | 4.16 | 10954007 | 3.81 |
| 3 | Pankaj Chimanlal Doshi | 24604384 | 9.34 | 24604384 | 8.56 |
| 4 | Waaree Sustainable Finance P L | 57117331 | 21.69 | 52767331 | 18.37 |
| 5 | Bindiya Kirit Doshi | 19816212 | 7.53 | 19816212 | 6.9 |
| 6 | Nipa Viren Doshi | 16202139 | 6.15 | 16202139 | 5.64 |
| 7 | Binita Hitesh Doshi | 15982944 | 6.07 | 15982944 | 5.56 |
| 8 | Kirit Chimanlal Doshi | 10192782 | 3.87 | 10192782 | 3.55 |
| 9 | Pankaj Chimanlal (HUF) | 7384088 | 2.8 | 7384088 | 2.57 |
| 10 | Viren Chimanlal Doshi (HUF) | 6573908 | 2.5 | 6573908 | 2.29 |
| 11 | Hitesh Chimanlal Doshi (HUF) | 2805365 | 1.07 | 2805365 | 0.98 |
| 12 | Kirti Chimanlal Doshi (HUF) | 2616641 | 0.99 | 2616641 | 0.91 |
| 13 | Pujan Pankaj Doshi | 726700 | 0.28 | 726700 | 0.25 |
| 14 | Sonal T Ramani | 1500 | --- | 1500 | --- |
- The company's business is dependent on certain key customers and the loss of any of these customers or loss of revenue from sales to any key customers could have a material adverse effect on its business, financial condition, results of operations and cash flows.
- Its customer agreements include terms relating to liquidated damages and the company has paid liquidated damages and other related claims in Fiscal 2023 and Fiscal 2024 and the three months ended June 30, 2023 and June 30, 2024. In the event the company is unable to reduce such liquidated damages and other related claims its business, financial condition, results of operations and cash flows may be adversely impacted.
- Its export sales make the company operations subject to risks and uncertainties of various international markets, in particular the United States. Further, its revenue from operations is significantly dependent on export sales and there is no assurance that its may be able to continue its export sales going forward.
- The company intend to utilise a major portion of the Net Proceeds for funding its capital expenditure requirements. This includes part financing the cost of establishing the proposed fully integrated 6 GW facility by way of an investment in its wholly owned subsidiary Sangam Solar One Private Limited which may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks and uncertainties.
- The proposed Project is dependent on various government subsidies. In the event such subsidies does not materialize or the state or central government does not approve the entire subsidy amount, its may have to raise additional working capital, which may materially impact its cash flows, financial condition and results of operations.
- Its ability to grow the company Retail Sales particularly, commercial and industrial, and residential business verticals, depends on the success of its relationship with the company franchisees and an inability to maintain or further expand its retail network, could negatively affect the company's business, cash flows and results of operations.
- The company, through its Subsidiary, Waaree Solar Americas Inc., are in the process of expanding its manufacturing operations in the United States. The proposed facility is to be funded through its internal accruals as well financing agreements with lenders, which are yet to be finalized. Any failure to properly implement its manufacturing operations may have an adverse impact on the company's business, financial condition, and cash flows.
- The company import a portion of its raw material supply from China. Restrictions on or import duties relating to materials and equipment imported for its manufacturing operations as well as restrictions on or import duties levied on the company products in its export markets may adversely affect the company's business prospects, financial performance and cash flows.
- The company bid for solar projects for power supply with state power generation companies and for EPC and O&M projects through a competitive bidding process that expose it to risks, the occurrence of which may delay or prevent completion of such projects and may lead to unforeseen increases in costs and could adversely impact its business, financial condition, cash flows, and results of operations.
- Growing its business through acquisitions or joint ventures may subject it to additional risks that may adversely affect its business, financial condition, cash flows, results of operations and prospects.
- Implementing its growth strategy and the company's business operations will depends on its ability to maintain access to multiple funding sources on acceptable terms.
- The company is required to comply with certain restrictive covenants under its financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.
- Exchange rate fluctuations may adversely affect its business, results of operations and cash flows.
- The company's ability to access capital at attractive costs depends on its credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company's business, financial conditions, cash flows and results of operations.
- The company erstwhile auditor and current Auditor have included certain remarks in the annexure to their audit reports on the Companies (Auditor's Report) Order, 2016 / Companies (Auditor's Report) Order, 2020, for the years ended March 31, 2022, March 31, 2023 and March 31, 2024, respectively and in their auditor's report for the year ended March 31, 2024.
- The company is dependent on third party suppliers of materials and components for manufacturing its products. Any disruptions in the supply or availability of materials and components of the appropriate quality standards and fluctuation in their prices may have an adverse impact on its business operations, cash flows and financial performance.
- Its Auditor has included an emphasis of matter in their auditors' report on the company audited financial statements as at and for the year ended March 31, 2023.
- The outstanding orders in its order book may be delayed, modified or cancelled which may have an adverse impact on the company's business, results of operations and cash flows.
- Its funding requirements and proposed deployment of the Gross Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.
- Four out of five of its operational manufacturing facilities are located in Gujarat, India which exposes its operations to potential risks arising from local and regional factors which may restrict the company operations and adversely affect its business, results of operations and cash flows.
- If the company is experience insufficient cash flows from its operations or are unable to borrow to meet the company working capital requirements, it may materially and adversely affect its business, results of operations and cash flows.
- Decline in the price of solar PV module prices may have an adverse impact on its business, results of operations and cash flows.
- The company is exposed to credit risk from its customers and the recoverability of the company trade receivables is subject to uncertainties.
- Its may not be able to adequately protect or continue to use the company intellectual property. In addition, the use of the brand "Waaree" or similar trade names by third parties could have a material adverse effect on its business growth and prospects, financial condition, results of operations and cash flows.
- The company derives a substantial portion of its Retail Sales from Gujarat and are in the process of expanding its retail network to target new customers. Any adverse change in the demand of the company products in Gujarat or failures to expand into new markets may have an adverse impact on its business, financial condition, cash flows and results of operations.
- Information relating to the installed capacity, effective installed capacity and capacity utilization of its manufacturing facilities included in this Red Herring Prospectus are based on certain assumptions and estimates and future production and capacity may vary.
- Its business has grown rapidly in recent periods, and the company may not be able to sustain its rate of growth in the future.
- The company is dependent on third-party transportation providers for the supply of materials for its manufacturing process and delivery of the company finished products.
- In the past, one of its Group Companies had failed to meet certain legal requirements of SEBI and the Stock Exchanges. Further, in the past the Company and its Subsidiaries, Waaree Renewable Technologies Limited and Indosolar Limited, had failed to meet certain legal requirements.
- The growing reliance on renewable energy sources presents certain risks which may adversely affect its business, results of operations, financial condition and cash flows.
- The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.
- There have been certain instances in the past involving the Company wherein there have been delays in timely payment of the Company's contribution to the employee provident fund. The Company may be subjected to penalties in case of any such delays in the future.
- Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on its financial condition.
- The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future on an arm's length basis, and there can be no assurance that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties.
- Its Restated Consolidated Summary Statements for the relevant financial reporting periods are not comparable on account of certain acquisitions and divestments made by the Company in the relevant financial reporting periods.
- The loss of one or more members of its senior management or key employees may adversely affect its ability to conduct the business and implement the company strategy. Its success depends upon its management team and skilled personnel and its ability to attract and retain such persons.
- Unsatisfactory performance of or defects in its products may cause it to incur additional expenses and warranty costs, damage its reputation and cause the company sales to decline.
- An inability to accurately forecast demand or price for its products and manage the company inventory may adversely affect its business, results of operations, financial condition, and cash flows.
- Improper storage, processing and handling of materials and products may cause damage to its inventory leading to an adverse effect on the company's business, results of operations and cash flows.
- The company has in the past paid rent to certain Promoter Group individuals
- Its may be subject to significant risks and hazards when operating and maintaining its manufacturing facilities, for which its insurance coverage might not be adequate.
- The company has certain contingent liabilities that have been disclosed in its financial statements, which if they materialize, may adversely affect the company results of operations, cash flows and financial condition.
- The company and its Subsidiaries have availed of certain unsecured borrowings which are repayable on demand.
- There are outstanding material legal proceedings involving the Company, Subsidiaries, Promoters and Directors.
- The company Directors have been unable to locate specific records of their prior experience to supplement their past experience and therefore the company has been constrained to include limited disclosure for their respective profiles in this Red Herring Prospectus.
- Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures which may adversely affect its business, results of operations and cash flows.
- The loss of accreditation for its manufacturing facilities and operations could damage the company reputation, business, results of operations and cash flows.
- Inability to meet the quality standard norms prescribed by applicable regulatory authorities in the markets the company sell its products could result in the sales of the company products being banned or suspended or becoming subject to significant compliance costs, which could have a material adverse effect on its business, results of operations and cash flows.
- An inability to obtain or maintain regulatory approvals and permits required for its business operations in a timely manner may adversely affect the company's business, results of operations and cash flows.
- If the company is unable to establish and maintain effective internal controls and compliance system, its business and reputation could be adversely affected.
- Some of its corporate records relating to changes in the share capital of the Company, allotments made by the Company, and transfers and acquisitions of Equity Shares made by its Promoters, are not traceable.
- The Company has issued Equity Shares at a price that may be lower than the Offer Price in the last 12 months.
- The Company cannot assure payment of dividends on the Equity Shares in the future.
- Its registered office, corporate office and some of the company manufacturing facilities are located on leased premises. There can be no assurance that such lease agreements will be renewed upon termination or that its will be able to obtain other premises on lease on the same or similar commercial terms.
- The land on which its Chikhli facility in Gujarat is located was acquired from SGP Industrial Infrastructure Private Limited (formerly, Waaree Renewables Private Limited), an erstwhile Group Company.
- Its Promoters and Promoter Group will continue to exercise significant influence over the Company after completion of the Offer.
- Its Promoters, Directors, Key Managerial Personnel and Senior Management are interested in the Company's performance in addition to their remuneration and reimbursement of expenses.
- Industry information included in this Red Herring Prospectus has been derived from an industry report commissioned by it, and paid for by the company for such purpose.
- Any unscheduled or prolonged disruption of its manufacturing operations could materially and adversely affect the company's business, financial condition, results of operations, and cash flows.
- Its may be subject to unionization, work stoppages or increased labour costs, which could adversely affect the company's business, cash flows and results of operations.
- The company import machinery from foreign countries and the same is subject to certain risks which may adversely affect its business, results of operations, financial condition and cash flows.
- Damage to and/or malfunction of any of its operating systems or cyber security risks could disrupt the company operations and adversely affect its business, results of operations, financial condition and cash flows.
- An inability to provide adequate customer support and ancillary services may adversely affect its relationship with the company existing and prospective customers, and in turn its business, results of operations, financial condition and cash flows.
- While its business is not seasonal, however, the company's business prospects and future financial performance depends on the demand for solar power products. Any decrease in demand for such products could adversely affect its business, results of operations and cash flows.
- An inability to produce quality products that address customer needs or adopt new solar technologies and in an effective and timely manner may adversely affect its business, results of operations and cash flows.
- Its business is dependent on the regulatory and policy environment affecting the renewable energy sector in India.
- The company faces intense competition in its markets, and the company may lack sufficient financial or other resources to maintain or improve its competitive position.
The Issue type of Waaree Energies Ltd is Book Building.
The minimum application for shares of Waaree Energies Ltd is 9.
The total shares issue of Waaree Energies Ltd is 28752095.
Initial public offering of 28,752,095 equity shares of face value of Rs. 10 each of the company ("Equity Shares") for cash at a price of Rs. 1,503 per equity share (including a share premium of Rs. 1,493 per equity share) ("Offer Price") aggregating to Rs. 4321.44 crores (the "Offer") comprises a fresh issue of 23,952,095 equity shares aggregating to Rs. 3600.00 crores ("Fresh Issue") and an offer for sale of 4,800,000 equity shares ("Offered Shares") aggregating to Rs. 721.44 crores comprising 4,350,000 equity shares by Waaree Sustainable Finance Private Limited aggregating to
Rs. 653.81 crores ("Promoter Selling Shareholder") and 450,000 equity shares by Chandurkar Investments Private Limited aggregating to Rs. 67.64 crores ("Other Selling Shareholder" and together with the promoter selling shareholder, the "Selling Shareholders", and such offer for sale of equity shares by the selling shareholders, the "Offer for Sale"). The offer included a reservation of 432,468 equity shares aggregating to Rs. 65.00 crores, for subscription by eligible employees (as defined hereinafter) (the "Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer constituted 10.01% and 9.86% of the post-offer paid up equity share capital of the company, respectively.
The face value of the equity share is Rs. 10 each. The offer price is 150.30 times the face value of the equity shares.