Waaree Energies Limited

1. Leading solar PV module manufacturer in India well positioned to capture strong industry tailwinds and growth prospects for solar energy

2. Marquee customer base in India and globally

3. Deep penetration into the rooftop segment through its pan-India franchisee network

4. Consistent track record of financial performance leading to strong balance sheet position

5. High quality manufacturing with stringent quality control and global accreditations

6. Experienced senior management team with a committed employee base

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.