May 30, 2018

BSELimited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001

Dear SirlMadam,

WAARFF® One with the Sun

Sub: Audited Financial Results for the Financial Year ended March 31, 2018

Ref: Scrip Code: 957239 & 957242

Further to our letter dated April 21 , 2018, Board of Directors of the Company at its Meeting held on May 30, 2018 has approved Standalone and Consolidated Financial Results of the Company for the financial year ended March 31, 2018.

Pursuant to Regulation 52 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 ("Listing Regulations"), we are enclosing/furnishing the following:

a. Audited Standalone and Consolidated financial results of the Company for the year ended March 31, 2018 together with auditors report; [~,,~v.-e. 1;1

b. Declaration pursuant to Regulation 52(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; L~II\e>(v= 2j

c. Regulation 52(7) statement of material deviation if any, in the use of proceeds of issue of non-convertible debt securities from the objects stated in the offer documents. ~ 1\ eltVO"{lL ~ 3 J

Thanking you,

Yours faithfully,

For Waaree Energies Limited

Hitesh Mehta Director & CFO Ene!: as above

WAAREE Energies Ltd. Registered Office: 602. Westem Edge-I, Westem Express Highway. Borivali IE). Mumbai - 400 066. INDIA. Tel: +91-22-6644 44441 Fax: +91-22-M44 4400 I EmaU: waaree@waaree.com I Website: wwwwaaree.com Corporate Identity Number: U29248MH I 99OPl.C059463

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WMREE ENERGIES LIMITED elN: U29248MH1990PLC059463

Registered Office: 602, Western Edge- J, Western Express Highway, BOrivali(East), Mumbai - 400066, Maharashtra, India Tel.: +91-22-66444444 I Fax: +91-22-66444400 I Website: www.waaree.com I Email: waaree@waaree,com

Statement of Audited Financial Results for the year ended March 31, 2018 ( R . M·lI" s.m I Ions

Standalone Consolidated

Particulars

Income (a) Revenue from operations (b) Other income

Total income

Expenses (a) Cost of materials consumed (b) Purchases of stock-il-trade

(e) Changes in inventories of finished goods, work·in-progress and slock-in-trade (d) Other manufacturing and EPC project expenses (e) Employee benefits expense (ry Sales,administration,and other expenses (g) Finance costs (h) Depreciation and amortisation expense

Total expenses

Profit I (Loss) before exceptional items and tax Exceptional items Profit I (Loss) from ordinary activities before tax Share of Profit/(Ioss) of Associate Profit f (Loss) from ordinary activities before tax Tax expense

CurrentTax Tax for earlier years Deferred Tax

Net Profit f (Loss) forthe period Addf(Less) Other comprehensive income

Total comprehensive income Net Profit f (Loss) attributable to -Owners - Non Controlling Interest

Total comprehensive income attributable to - Owners - Non Controlling Interest

Paid-up equity share capital (Face Varue per share of Re. 10f-)

Other Equity(excluding revaluation reserve)

Debenture Redemption Reserve

Earnings per share (Basic and Diluted) (Rs.) i) basic (not armualised) iij diluted (not annualisedj

Ratios (a) Debt equity ratio (irl Urnes) (b) Debt service coverage ratio (in times) (c) Interest servk:e coverage ratio (in times) (d) Paid-up debt capital ratio (in times)

Hitesh Doshi Chairman & Managing Director (DIN 00293868)

Year ended Year ended 31.03.2018 31.03.2017

/Audited) Audited)

12,772.58 10,651.19 108.42 197.55

12,881.00 10,848.74

8.314.93 6,693.00 2,518.46 2,141.90

(281 .20) 24.89 569.45 311.66 353.30 248.50 723.90 522.84 184.18 119.12 75.06 79.26

12,458.08 10,141.17

422.92 707.57

422.92 707.57

422.92 707.57

168.22 281.45 11.04 14.12 (9.35) (49.23)

253.01 461.23 0.67 (1.90)

253.66 459.33

1,971.38 758.23

257.09 1,216.58

250.00

1.29 2.34 1.29 2.34

069 0.24 3.79 7.27 4.67 9.77 1.00

~ Hitesh Mehta Director & CFO (DIN 00207506)

Year ended 31.03.2018 (Audited

13,410.09 162.42

13,572.51

8,250.30 2,519.73

(303.75) 573.48 361.62 903.67 571.95 281.56

13,158.55

413.96

413.96 (0.03)

413.93

168.22 11.04 (7.59)

242.26 0.67

242.93

230.34 11.92

231.01 11.92

1,971.38

(250.67)

250.00

1.23 1.23

2.93 1.59 2.34 1.00

Year ended 31.03.2017

Audited)

9,917.98 248.59

10,166.56

5,543.51 2,153.52

31.96 315.63 224.44 599.57 526.81 280.49

9,675.93

490.63

490.63

49D.63

281.49 14.13

(53.81) 248.82

(1.90) 246.92

307.52 (58.70)

305.62 (58.70)

758.23

769.79

1.23 1.23

2.70 1.82 2.56

Kiran Jain Company Secretary

WAAREE ENERGIES LIMITED ClN : U29248MHI990PlC059463

Registered 0IIIce: 602, Westem EOgt-I, Western ExpfBSS Highway, Bor1vaIi(East), Mumbai - 400066, t.l8harashtra, Ir.dia

Tel.: +91-22-66444444 I F3l\ : -+91·22-664444()O I website: www.waaree.com ! Email: wearoe@Waaree.com

The above audited financial results of the Company have been reviewed and recommended by the AtKIit Committee aoo approved and taken on record by the Board 01 flrectors n their respective meelilgs held on May 3{), 2018.

The fmancials resuUs have been prepared in accordance with Ir.dioo A<x:ounlilg Standards ("\rId AS") as ftOtified under the Companies (Indian Accounting Standards) RuleS, 2015 as specified in Section 133 of the Companies Act, 2013

3 The Company has adopted Indian Accounting Standards ('Ind AS') w.er. April 1, 2017 and accordngly 1M above f(1ancial results have been prepared in accordance v-ith the recogrition aod measurement prirlcipIes as laid dovm iI the "Ind-AS" as prescripted under Section 133 of the ~ies Act, 2013 read with the relevant rules issued !hereunder.:m OM aCOOI.mlilg pOndpies generally accepted in India. The dale of l1<W1siOOo to "Ind-AS" is Apri I , 2016.

4 The results for the preceeding corresponding previous year ended March 31, 2017 are 'Ind AS' Compliant and have been subfected to audit by Statutory Aooik>rs.

5 The Canpany has issued 14.00% Sectre;I, listed, Rated, Redeemable 450 Nos of Noo·CovertJlIe Debentures ( Series - I ) of fare value Rs.l mll~ each aggregalilg to Rs.45O mllbn and 15.50% Secured, Usted, Rated, Redeemable 550 Nos of Non-Covertible Debentures (Series· II ), of face value Rs.l million each aggregating to Rs.550 million totaUing to Rs.l00D millions on private placement basis. The Non-Convertible Debentl!res of the Company were listed on January 1. 2018 on BSE lrnited (SSE). Hence, the results for the har year ended September 30, 2017 and March 31, 2018 has not been fufnished.

6 (M February 16, 2016, the Compafly has akIted 12, 13, 15,992 Eqlity Shares of Rs.l0 each as flJly paid-up Bonus Shares, alot1ed in IX'OPOrtion of eight Bo~s Shares for every five Equky Shares hekf by the shareholders as on the record dale. The earntngs per share disclosed above has been adjusted for the issue of bonus shares as per Ind-AS-33 'Earning per Share'

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Reconcilation 01 Net Profit and Total Cclrrvehensive l()XItne on atCOlInt of transitk:m from the previ)us Indian GAAP to IOO-AS for the yew ended March 31, 2017 is as oodet:

( Rs. In Millions) Standalone Consolidated

Particulars For the year For the year ended 31.03.2011 ended 31.03.2017

Net Profit I (toss) as per previous Indian GAAP (IGMP) 346.87 193.02

Adjustment to restate to Ind AS Notional ncome from Corporate Guarantee in favor of subsidiaries 10.59

Recak:utalion ritransOCtiClII cost for borrowilg as per effective interest rate (0.24) (0.24)

Financial assets measured at amortised cosl{securitydeposit Given) (0.33) (0.33) Actuaria! gain Of loss on deflOed benefit plan transferred to Other Comprehensive Income 291 2.91 Amo(ti:;ation of non current Trade Receivables 0.09 0.09 Expected credit lOss on Trade recelvebles (10.30) (10.30) Prior Period Hem AdjllSlment 111.97 111.97 Impact of Irwestments carried at fa:r vakte through Profit and loss 7.25 Deferred Tax rnpact on above Mjuslments (0.33) 3.14 Profitl (loss) for the year ended as per INO AS 461.23 301.52 Other Comprehenstve Income a) Actuarial gan Of loss on defim~d benefit plan transferred from profit and loss 1.'" 1.'" Total Comprehensive Income' (loss) 459.33 305.62

8 The recoodliatiOn of equity between previous Indian GAAP (IGAAP) and Ind AS is as under : (Rs. In Millions SIan_. Consolidated

5.No Particulars For the year For the year

ended 31.03.2011 ended 31.03.2017 Audited Audited

1 E<l'Jity as reported under previous Indian GAAP (IGAAP) 1,980.66 1.533.14

Adjustment to restate 10 lnd AS

I Notional income from Corporate Guarantee in favor of subsidiaries 10.59

II Recalculation of transaction cost for borrowing as per effective interest rate 0. 12 0.12 III Financial assets measured at amortised cost(security deposk Qven) (0.65) 10.65) IV Acluarial gain or loss OIl defined benefit plan transferred to Olher Comprehensive Income (0.00) (0.00)

V Amortisaoon of non cullent Trade Receivables (1.60) (1.60)

1<1 Expected credit lOss on Trade receivables (28.74) (28.74)

W Impact of Investments carried at fair value through Profit and loss 8.10

1<111 Deferred Tax impact on above Adjustments 14.43 17.65 Equity as per kld AS 1,974.81 1,528.01

WAAREE ENERGIES LIMITED CIN: U292481JHI9!KJ>lC059463

Registered Offict: 502, Western E(!g8·1, 'Western Express HigtlNay. Borival~ East), 6Aumbai - 400066, Maharashtra, India Tel.: +91·22·66444444 I Fax : ..g1 ·22.s6444400 I W9bs~e: www.waaroo.Com I Ema~ : waaroe@waaree.com

9 Segment information ()pefating segments ale reported 11 a manner consistent wah the internal repotting provided to the Chief OperaHng Decision Maker rCOOM") of lhe Company. As per COOM, the Company operates only ., one Business Segment i.e. "Sctlr Photovoltaic Modules and EPC of Solar Power Plants' , hence does r.ot have any reportable Segments as per Ind AS 108 'Operating Segments" in Standalorre Financial Statements of the Company. However, in the Consolidated FInancial Statements, based on the business activities during the flllancial year, the Company has identified the foIowing business segments as its prmary ~enls:

a) Solar PhoIovolIaIc Modtks and EPC of Solar Power Plants b) Generation of Power.

(Rs in Millions) Consolidated

Particulal1i Year ended Year ended 31.03.2018 31.03.2017

(Audited) (Audited)

A. Segment Revenue Solar PhotoYOltaic Modules and EPC of Solar Power Plants 12,606.50 9,220.66

Generation of Power 80159 697.31 Total Revenue 13,410.09 9,917.98

B. Segment Results Solar Photovokalc Modules and EPC of Solar Power Plants 724.88 769.91

Generaoon of Power 380.17 279.43

Less : Unakable Expenses less : Depreciation 281.56 280.49

Operating Profit 823.49 768.86

Less : Finance Cost 571.95 526.81

Add: Other Income 162.42 248.59

ProfilBefore Tax & Exceptiooalltems 413.96 49ll .S3

Less: Exceptional Expenses Profit Before Tax 413.96 490.63

Less: Tax expense (Net) 171.70 241.81

Profit After Tax 242.26 24 .. ,

C. Segmenls Assels Solar Photo~ol1aic Modules and EPC of Solar Power Plants 4,285.49 4,1 44.36

Generation of Power 6,511.33 6,779.84

Tolal 10,196.12 10,924.20

O. Segments Uabllities Solar Pholovoltaic Modules and EPC of Solar Power Plants 4,206.09 3,866.18

Generation of Power 4,833.08 4,810.09

Tolal 9,039.11 1,616.11

10 Comparifrve financial infofmation of the previous year ended have been fegrouppedfreartanged wherever considered necessary \0 correspond to the rtgures of current year ended ,

Hitesh Doshi Chairman & Managing Director IllINOO293M8)

~ Hitesh Mehta Oirector & CFO lOIN 00207506)

For and ~ 7:'~~

~Jaln Cornpat\)' Secretary

WAAREE ENERGIES LIMITED CIN: U29248MH199OPLC059463

Registered Office: 602, WestIIm Edge- I, Western Expi8ss Highw<Jf, Bomai(EasI), Mumbai - .wooGS,loC.aharashtra, India Tet: +91-22-66444444 1 Fax: +91-22-66444400 I Webs~e: www.waaree.com I EmaI: waaree@waaroo.com

Particulars

ASSETS

AI Non-currenl assets a} Property, P\ant and Equipment b) Caplal wo.1;.-il-progress c) Investment Property d) Intangible Assets e) Intangible assets under development f) Goodwin on Consoidation g) Fblancial Assets

I) Investments ii) Trade receivables nO Other financial assets w) Securiy Oepo.ts

g) Deferred tax assets (nel) h) Othef non-axrenl assets iJ Income tax assets (net)

Bl Current assets a) Inventories b) Filancial Assets

il Current lnves1ments Ii) Trade receivables Ii} Cash and cash equivalents iY) Bcrtk balances v) Loans

vi) other financial assets c) Other o'ment assets

Total Assets

EQUITY AND UABIUTlES

EQUITY a) Equity Sha"e captal b) 04h" E<>Ji1y Equity attributable to Owner of the Company Non Controllilg Interest Total Equity

LIABILITIES AJ Non·curfen! Htlbilitles

a) Financialliabili\ies i) Non·Cunenl Borrowings II) Other fiIranclalliabi~ties

b) Other NorK;urrent Uabiilies c) Long·\enn provisions

81 Current liabilities a) Fmancial Uabil ies

i) Borrowings ii) Trade payables ji) Other finar.cialliabi\ies

b) Other current liabiities c) Provisions

Total Equity and LIabilities

Hltesh DO$hl Chainnan & Managing OIrector (DIN 00293668)

Statement of Assets and Liabilities as at March 31, 2018 I Rs. in Millions

Standalone Consolidated As at 31.03.2018 As at 31.03.2017 As at 31.03.2018 As at 31.03.2017

Hitesh Mehta OIrector & CFO (DIN 00201506)

(Audited)

258.01 271.73

5.09 39.84

3,110.26 147.95 73.72 30.11 3093 71.92 23.14

4,062.70

96150

889.73 19.90

132.62 542.74

6.31 13254

2,685.34

6,748.04

1,971.36 257.09

2,228.48

2,228.48

957.1 3 50.73

152.57 1,160.42

355.67 2,311 .82

29939 303.80 88.47

3,359.14

6,748.04

(Audited)

250.96 556.12 271.73

5.09 5.09 41.68 4,729.68

528.16 115.23

2,271.23 819.74 80.59 147.95 28.29 74.08 22.57 30.11 21.93 37.30 12.25 310.83 22.88 26.51

2,757.47 7,852.54

593.19 985.26

144.36 1,505.77 803.34

40.12 61.79 144.73 223.39 772.78 664.54

8.33 6.31 148.39 255.29

3,209.31 3,144.28

5,966.78 10,796.82

758.23 1j;71 38 1,216.58 213.73 1,974.81 1,757.65

0.00 1974.81 1,757.65

4.57 4,106.85 61.32 -

991.24 117.68 152.78 183.57 5,250.87

446.24 507.80 2,244.89 2,057.71

77.12 1S5.29 751.05 368.73 289.10 88.76

3,803.40 3,788.30

5,966.78 10,796.82

For and on beh.,f of the Bo.rd

\/.~~ ~

Kiran Jain Company Secretary

548.51

5.09 4,938.04

506.29 9.00

820.00 80.59 28.57 11.57 30.43

375.67 26.77

7,451.53

594.30

145.69 1,335.89

68.67 144.SO 900.79

6.33 276.20

3,472.67

10,924.20

758.23 769.79

1,528.01 719.31

2,247.33

3,379.86

1,038.24 11 8.88

4,536.98

532.87 2,253.25

249.25 814.64 289.88

4,139.89

10,924.20

SGCO & CO. LLP Chartered Accountants

Auditor's Report on Annual Standalone Financial Results of Waaree Energies Limited Pursuant to Regulation 52 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015

To The Board of Directors

Waaree Energies limited

1. We have audited the Standalone Financial Results ('the Results") of Waaree Energies Limited ("the Company'')"lor the year ended March 31,2018 included in the accompanying Statement of Filldlll;idl Rlibullo ("1I11i 3Idltillltilll"), utiillY :,uulllillo;:d by Ih" COI"!',pany pUI'~U"'1t 10 the requirement of Regulation 52 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with SESI Circulars CIR/IMD/DF1 1912015 dated 27 November 2015 and CIRIIMD/DFl/69/2016 dated 10 August 2016. The Results, which are the responsibility of the Company's Management and approved by the Board of Directors, have been compiled from the related financial statements which have been prepared in accordance with the Indian Accounting. Standards, prescribed under section 13301 the Companies Act, 2013, the relevant rules issued thereunder ('Ind AS') and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the Results based on our audit of the financial statements.

2. We conducted our audit in accordance with the Standards on Auditing issued by the Institute 01 Chartered accountants of India. Those standards require that we comply with ethical requirements and plan and perfonn the audit to obtain reasonable assurance about whether the Results are free from material misstatement.

An audit involves perfonning procedures to obtain audit evidence about the amounts and the disclosures in the Results. The procedures selected depend on the auditor's jUdgement, including the asseS3ment of the risl(s of moterial misstatement of the ReGults, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and lair presentation of the Results in order to design audit procedures that are appropriate in the circumstances, but not lor the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounUng policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the Results.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3. In our opinion atd ~~tft4il~ll."atitn ~i'fa~~1~~~i5~lPlanations gi ,~:;} ... ,the Results: Near Andhen Station, E-mail: Info@sgco.co.in ... H, C "'Q

Andheri (East), www.sgco.co.in ~ ',u' A lID Mumbal - 400 069. India ,~.. ~.,~J.

, :f"6Q' Ac:t:JJ"l

Mumbai • Bengaluru

Formerty, S G C 0 & Co .. a Partnership Rrm under Reg. No. SA 99817. converted into lLP w.e.f. 17" December. 2016 vide LLPIN: AAt-0379

, . =

S G C 0 & CO. LLP Chartered Accountants

a. are presented in accordance with the requirement of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, read with SEBI Circular No. CIRJIMD/DF1/9f2015 dated 27 November 2015 and CIRJIMD/DF1/69f2016 dated 10 August 2016; and

b. give a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India, of the net profit, total comprehensive income and other financial Information of the Company for the year ended March 31, 2018.

FoeS G C 0 & Co. LLP Chartered Accountants

Firm Registration No. 112081WIW100184

sureShM~ Partner Mem. No. 44739

Place: Mumbai Date: 30th May, 2018.

4A, Kaledonia-HDIL, 2nd Floor, Sahar Road. Near Andheri Station, Andheri (East), Mumbai - 400069. India

Tei.: +91 22 6625 6363 Fax: +91 2266256364 E-mail: info@sgco.co.in www.sgco.co.in

Mumbai ~ Bengaluru

Formerly, S G C 0 & Co., a Partnership Firm under Reg. No. SA 99817, converted into LLP w.e.f. 17'" December, 2016 vide LLP1N: AAI-0379

To

~~-. --.- - - ..

S G C 0 & CO. LLP Chartered Accountants

Auditor's Report on Annual Consolidated Financial Results of Waaree Energies Limited Pur!;uQnt to RegulQtion 62 of the SEBI {Li5ting Obligotiona ond

DJmwlre ReQuirements) Regulations. 2015

The Board of Directors

WCI~I till Elltll!!ill~ Lilllillld

1 WP. have audited the accompanying statemp.nt of Annllnl GonsolirlntP.rl Fimmdnl Rflsllils of Wuurcc Ellcrnic~ Limited (hcrdllurtcr rcrwcd Iu ill tlir: '1Ioldin~ Gomnnnv') nnd It.~ flllh.~h1Inrt/',.~

and Associates (the Holding Company and its subsidiary and associate together referred to as 'the Group') for the year ended March 31, 2018 ("the Statement"), being submitted by the Holding Company pursuant to the requirement of Regulation 52 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circulars CIRIIMD/DF1/9/2015 dated 27 November 2015 Rnd CIRIIMD/DF1/69/20 16 dated 10 August 2016. This Statement is the responsibility of the Holding Company's Management and approved by the Board of Directors. This Statement has been prepared on the basis of annual Consolidated Financial Statements. Our responsibility Is to express an opinion on this Statement, based on our audit of such Annual Consolidated Financial Statements, which have been prepared in accordance with the Accounting Standards specified under section 133 of The Companies Act, 2013 (,the Act') read with Rule 7 of the Companies (Account) Rules, 2014 and other accounting principles generally accepted in India.

2. We conducted our audit of the Statement in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement. An audit inr.lllrles p.x~mining, on ~ tp.st hflSis, flvirlp.nr.p. slIr[lQrting the ~mounts disclosed in the Statement An Audit also includes assessing the accounting principles used and sign~icant

estimates made by the Management

3. The aforesaid consolidated financial statements includes unaudited financial statements/financial information of two subsidiaries viz. Rasila International Pte Limited & Waaree Japan KK which are non-matenal to the Group reflect total assets of Rs. 11.48 millions as at 31 st March, 2018, total leVellUtib ur Rb. 46.76 i1ll1l1uJl~ ~lItJ Net c~~1i uulnuw ~lI luuntillY tu RS.1.4lI millions for the year ended on that date, as considered in the consolidated financial statements. These financial statements I financial information have been fu nished to us by the Management an' ro.n

4A Kaledonia-HDIL, Tel. : +91 2266256363 v o . . 0 2n

i( Floor, Sahar Road. Fax: +91 2266256364 ""')81W/~ Near Andheri Station. E-mail: info@sgco.co.in '" fR~t?::WI: ~ 1 Andheri (East), www.sgco.co.in ~ .'p"'f;/§1oI1. ;' Mumbal - 400 069. India ~ .• UMB .•.

7 t9reqA ", ··

Mumbai • 8engaluru

Formel1y. S G C 0 & Co., a Partnership Firm under Reg_ No. BA99B17 , converted into LLP w.e.f. H '" December. 2016 vide LLPIN: AAI-D379

S G C 0 & CO. LLP Chartered Accountants

on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3) and (11) of

Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such unaudited financial statements I financial information.

4. The consolidated Ind As financial statements I financial information of four subsidiaries viz. Waaneep Solar Private Limited, Blue Rays Solar Private Limited, Waaree Solar Energy Private Limited, and Saswata Solar LLP whose financial statements I financial information reflect total assets of Rs. 7921.70 millions as at 31st March, 2018, total revenues of Rs.819.95 millions and net cash inHow amounting to Rs. 19.44 millions for the year ended on that date, as considered in the consolidated Ind AS financial statements which have not been audited by us. These Ind As financial statements I financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated Ind As financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

5. We believe that the audit evidences obtained by us is sufficient and appropriate to provide a reasonable basis for our opinion on the Statement.

6. In our opinion and to the best of our information and according to explanation given to us, the statement:

(i) includes the Annual Financial Result of the Following entity:

Sr. No. Name of the Entity Relationship

1 Waaree Energies Limited Holding Company

2 Blue Rays Solar Private Limited Subsidiary

3 WaaNeep Solar Private Limited Subsidiary

4 Waaree Solar Energy Private Limned Subsidiary

5 Rasila Intemational Pte. Ltd Subsidiary

6 Waaree Japan Kk Subsidiary

Iy' Saswata Soalr LLP Subsidiary

8 Shalibhadra Energies Private Limited Associate Comp~o ~c~ A.. . ,j ... nll Tg' . ... 01 ?? ",[.,,, ,,~,,~ " < 2nd Floor, Sahar Road. Fax: +91 22 6625 6364 rn .R:' . ! :- :~:"'!\-:' Near Andheri Station, E-mail: info@sgco,co.in * VI~.:;, Andheri (East), www,sgco,co.in ~ MU ~~ Mumbai - 400 069, India '?'&,'ect A[;:Ji;"

Mumbai _ Bengaluru

Formerly. S G C 0 & Co., a Partnership Firm under Reg. No. SA 99817. converted. into LlP w.e.f. 17'" Oecember. 2016 vide LLPIN: AAI·Q379

S G C 0 & CO. LLP Chartered Accoun1ants

SGCO & GO. LLP

(ii) is presented in accordance with the requirements of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015; and

(iii) give a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India, of the net profit, total comprehensive income and other financial Information of the Group for the year ended March 31, 2018.

For S G C 0 & Co. LLP Chartered Accountants

Firm Registration No. 112081WIW100184

sureSh~ Partner Mem. No. 44739

Place: Mumbai Date: 30th May, 2018.

4A, Kaledonia-HDIL, 2nd Floor, Sahar Road, Near Andheri Station, Andheri (East), Mumbai - 400 069. India

Tel.: +91 22 66256363 Fax: +91 22 6625 6364 E-mail: info@sgco.co.in www.sgco.co.in

Mumbai • Bengaluru

Formerly, S G C 0 & Co .. a Partnership Firm under Reg. No. SA 99817, converted into LLP w.eJ. 1711> December, 2016 vide LLPIN: AAIR0379

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

WAARFF® One with the Sun

May 30, 2018

Sub: Disclosure pursuant to Regulation 52(4) of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015

Ref: Scrip Code: 957239 & 957242

Dear SirlMadam,

With reference to the captioned subject please find the details as under:

l. Credit Rating assigned by Infomerics 14.00 % Secured Rated Redeemable Listed NCD Valuation and Rating Private Limited Series -:- I

Rating Assigned - IVR BB+/Stable outlook (IVR Double B Plus with stable outlook)

15.50% Secured Rated Redeemable Listed NCD Series - II

Rating Assigned - IVR BB+/Stable outlook (IVR Double B Plus with stable outlook)

2. Asset Cover available Greater than 1.0 x 3. Debt Equity Ratio 0.69 4. Particulars Previous Due Dates Next Due Date

Prind(laI Interest PrincillaI 14.00 % Secured Rated -NA- May 1,2018 and November 1, Redeemable Listed NCD its paid on April 2018 Series - I 27,2018

15.50% Secured Rated -NA- May 1, 2018 and November 1, Redeemable Listed NCD its paid on April 2019 Series - II 27,2018

WAAREE Energies Ltd. Registered Office: 602. Westem Edge-l Western Express Highway, Borivali {EI. Mumbai - 400 066. INDIA Tel: +91-22-6644 4444 1 Fax: +91-22-6644 4400' Email: waaree@waaree.com I Website: wwwwaaree.com Corporate Identity Number: U29248MH I 990PlCOS9463

Interest August 1, 2018

August I, 2018

5. debt service coverage ratio 6. interest service coverage ratio 7. debenture redemption reserve

(Rs in Millions) 8. net worth (Rs in Millions) 9. net profit after tax (Rs in Millions) 10. earnings per share

FO~ ~REE ENERGIES LIMITED

~~/. Hitesh Mehta Director

3.79 4.67 250.00

2228.48 253.68 1.29

May 30, 2018

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001

Dear SirlMadam,

WAARFF® One with the Sun

Sub: Declaration for unmodified ommon with audit report on Annual Audited Standalone and Consolidated Financial Statements for year ended March 31, 2018

Ref: Scrip Code: 957239 & 957242

This is in reference to the regulation 52(3)(a) of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, we here by confirm that the Statutory Auditors of the Company Mis S G C 0 & Co. LLP, Chartered Accountants (Firm Reg. No 112081 W/WlOOI84) has issued audit report with unmodified opinion for the Standalone and Consolidated financials for the year ended March 31, 2018

You are requested to kindly take the same on records.

Thanking you,

Yours faithfully,

FOR W AAREE ENERGIES LIMITED

r Hitesh Mehta Director & CFO

WAAREE Energies Ltd. Registered Office: 602. Western Edge-I. Western Express Highway. Borivali IE). Mumbai - 400 066. INDIA. Tel: +9 1-22-6644 44441 Fax: +91-22-6644 4400 I Email: waaree@waaree.com I Website: wwwwaaree.com Corporate Identity Number: U29248MH 1990PLC059463

May 30, 2018

BSELimited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001

Dear SirlMadam,

WAARFF® One with the Sun

Sub: Statement pursuant to regulation 52(7) of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015

Ref: Scrip Code: 957239 & 957242

This is to inform you that there is no material deviation in the use of proceeds of issue of non-convertible debt securities from the objects stated in the offer documents.

Thanking you,

Yours faithfully,

FOR W AAREE ENERGIES LIMITED

~b. Hitesh Mehta Director & CFO

WAAREE Energies Ltd. Registered Office: 602, Westem Edge-I. Westem Express Highway, Borivali IE), Mumbai - 400 066, INDIA. Tel: +91-22-6644 4444 I Fax: +91-22-6644 4400 I Email: waaree@waaree.com I Website: www.waaree.com Corporate Identity Number: U2924BMHI990PLC059463