Solarworld Energy Solutions Ltd Auditor Reports

To,

The Board of Directors Solarworld Energy Solutions Limited

(Formerly known as Solarworld Energy Solutions Private Limited)

501, Padma Palace, 86, Nehru Place South Delhi, New Delhi Delhi, India, 110019

Dear Sirs / Madams,

1. We S S Kothari Mehta & Co. LLP the statutory auditors of the Company have examined the attached Restated Consolidated Financial Information of Solarworld Energy Solutions Limited (the “Company” or the “Holding Company” or the “Issuer”) and its subsidiary (the Company and its subsidiary together referred to as the “Group”) and its associate and its joint ventures, comprising the restated consolidated statement of assets and liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of cash flows and the restated consolidated statement of changes in equity for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, the summary statement of material accounting policies, and other explanatory information (collectively as the “ Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on September 27, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus (the “DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity shares of face value of Rs. 5 each (“Offer”), prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

2. The Companys Board of Directors are responsible for the preparation of the restated consolidated financial information which have been approved by the Board of Directors for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (the “SEBI”), the stock exchanges where the equity shares of the Company are proposed to be listed (“Stock Exchanges”) in connection with the proposed IPO. The restated consolidated financial information has been prepared by the management of the Company on the basis of preparation stated in note 2 to the restated consolidated financial information. The respective Board of Directors of the companies included in the Group and its associate, and its joint ventures are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the respective restated financial information, which have been used for the purpose of preparation of this restated consolidated financial information. The respective Board of Directors are also responsible for identifying and ensuring that the Group, associate and its joint ventures complies with the Act, SEBI ICDR Regulations and the Guidance Note.

3. We have examined such restated consolidated financial information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated August 14, 2024, in connection with the proposed IPO of equity shares of the Issuer;

b) The Guidance Note which also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) The requirements of Section 26 of the Act and the SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the IPO.

4. This restated consolidated financial information have been compiled by the management of the Company from the following:

(a) Audited consolidated financial statements of the Group and its associate and joint venture as at and for the year ended March 31, 2024, prepared by the management in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended (referred to as “Ind AS”), and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September,16, 2024;

(b) Audited special purpose consolidated financial statements of the Group and its associate and its joint ventures as at and March 31, 2023 and March 31, 2022 prepared by the management in accordance with the basis of preparation in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India (“Special Purpose Consolidated Financial Statements”), which have been approved by the Board of Directors at their Board meetings held on September 25, 2024 respectively.

The special purpose Consolidated financial statements have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 01, 2022) and as per the presentation, accounting policies and grouping/classifications including Revised Schedule III to the Companies Act, 2013, disclosures followed as at and for year ended March 31, 2024.

Audited special purpose consolidated financial statement of the Group and its associate and its joint ventures as at and for the year ended March 31, 2023, and audited special purpose consolidated financial statement of the Group and its associate and its joint ventures as at and for the year ended March 31, 2022, together is referred as “Audited Special Purpose Consolidated Financial Statements”.

(c) Audited consolidated financial statements and special purpose consolidated financial Statements referred to in paragraph (a) and (b) above includes financial statements in relation to the Companys subsidiary, associate and joint ventures (collectively termed as ‘Component/s), as listed below, which are audited by respective component statutory auditors;

Name of entity	Relationship	Name of component statutory auditors	Year audited by component statutory auditors
Ortusun Renewable Power Private Limited	Subsidiary	DARPN and Company	March 31, 2024
Kehan Solarworld Private Limited	Joint venture	Vidya & Co.	March 31, 2024, March 31, 2023 and March 31,2022
Ankita Agro and Food Processing Private Limited	Joint venture	Lov Bhatia & Associates	March 31,2024 and March 31, 2023
		Vinod Kumar & Associates	March 31, 2022
Danton Power Private Limited	Joint venture	DARPN and Company	March 31, 2024, March 31, 2023 and March 31,2022
Futurelife Foods Private Limited	Joint venture	DARPN and Company	March 31, 2024, March 31, 2023 and March 31,2022
Pioneer Global Enterprise Private Limited	Associate	Shiv Rattan Garg & Company	March 31, 2024
		Lov Bhatia & Associates	March 31, 2023

5. As informed to us by the management of the Holding Company, the predecessor auditor did do not hold a valid peer review certificate as issued by the ‘Peer Review Board of the ICAI and have therefore, expressed their inability to perform any work on the restated consolidated financial information for the year ended March 31, 2022, to be included in Offer Documents. Accordingly, in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, we have audited the special purpose consolidated financial statements of the Group and its associate and its joint ventures for the year ended March 31, 2022.

6. For the purpose of our examination, we have relied on:

a) Auditors report jointly issued by us dated September 16, 2024 on the consolidated financial statements of the Group associate and its joint ventures for the financial year ended March 31, 2024 prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India on which we have jointly issued unmodified audit opinion.

b) Auditors report issued by us dated September 25, 2024 on the special purpose consolidated financial statements of the Group and its associate and its joint ventures for the financial year ended March 31, 2023 and March 31, 2022 respectively prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS ”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India on which we have issued unmodified audit opinion.

c) The restated special purpose audit of a subsidiary, associate and its joint ventures (the “Component”) for the year ended March 31, 2022 March 31, 2023 and March 31, 2024, were audited by DARPN and Company and accordingly reliance is placed on the restated statement of assets and liabilities, restated statement of profit and loss (including other comprehensive income), the restated statement of changes in equity, the restated statement of cash flows for the year ended March 31, 2022 March 31, 2023 and March 31, 2024, the statement of material accounting policies, information and other explanatory information (“March 2022, and March 2023, and March 31, 2024 Restated Financial Information of the Component”) examined by the DARPN and Company and whose reports have been furnished to us by the Companys Management. Our opinion in so far as it relates to the amounts and disclosures included in respect of the subsidiary, associate and its joint ventures, is based solely on the report of the said auditor. The D A R P N and Company vide their examination report have also confirmed that the March 31, 2022, March 31, 2023 and March 31, 2024 restated financial information of the Component:

i. have been prepared after incorporating adjustments for the changes in accounting policies and regrouping/reclassifications retrospectively in the financial years ended March 31, 2022, and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at the end for the financial year ended March 31, 2024

ii. does not contain any qualifications requiring adjustments; and

iii. have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

7. The auditors reports on the consolidated financial statements and special purpose consolidated financial statements of the Group and its associate and its joint ventures referred to in paragraph 4 above which do not require any adjustment in the restated consolidated financial information, contain the following matters which did not require any adjustment in the restated consolidated financial information:

a) The report on other legal and regulatory requirements included in the auditors report on the consolidated financial statements of the Group, associate and its joint ventures as at and for year ended March 31, 2024, included the following modifications relating to the maintenance of books of account and other matters connected therewith as reproduced below:

i. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and report of the other auditor, except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended;

ii. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended; and;

iii. Based on our examination which included test checks, the Holding Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2024, but the Holding Company has not implemented the feature of recording audit trail (edit log) facility during the financial year (refer note 49 to the restated consolidated financial information).

Further, based on the examination performed by the auditor of the subsidiary associate and its joint ventures which is a company incorporated in India whose financial statements have been audited under the Act, the subsidiary, associate and its joint ventures has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the accounting software system.

8. As indicated in our reports referred above:

(a) The consolidated financial statements includes total assets, net assets as at March 31, 2024, total revenues, net cash inflows/(outflow) net for the year ended on that date, as considered in the consolidated financial statements in respect of one of its subsidiary. The consolidated financial statement also includes Groups share of total loss after tax for the year ended March 31, 2024, and total comprehensive income for the year ended, March 31, 2024, is tabulated below as considered in the consolidated financial statements, in respect of two joint ventures. The financial statements of these subsidiary and joint ventures have been audited by one of the joint auditors (‘DARPN and Company) of the Holding Company in his individual capacity whose reports have been furnished to us by the management and our opinion so far as it relates to the amounts and

disclosures included in respect of the aforesaid subsidiary and joint ventures is based solely on the audit reports issued by one of the joint auditors in his individual capacity.

Our opinion on the consolidated financial statements is not modified in respect of the above matter.

(Rs in million)

Particulars	As at and for the year ended March 31, 2024
Number of subsidiary	One
Number of joint ventures	Two
Total assets (Rs in million)	Nil
Share of profit/ (loss) in its joint ventures	Rs. (2.88) million
Total revenue (Rs in million)	Nil
Net cash (outflows) (Rs in million)	Nil

(b) The consolidated financial statement includes Groups share of total profit after tax and total comprehensive income for the year ended, March 31, 2024, as tabulated below, as considered in the consolidated financial statements, in respect of one associate and its two joint ventures, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statement, in so far as it relates to the amounts and disclosures included in respect of these associate and joint ventures, and our report in terms of subsection (3) of Section 143 of the Act, insofar as it relates to the aforesaid associate and its joint ventures, is based solely on the reports of the other auditors.

(Rs in million)

Particulars	As at and for the year ended March 31, 2024
Number of associate	One
Number of joint ventures	Two
Share of profit/ (loss) in its associate and joint ventures	Rs 25.22 million

Our opinion on the consolidated financial statements is not modified in respect of the above matter.

(c) The comparative financial information of the Group associate and its joint ventures for the year ended March 31, 2023 included in these consolidated financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2021, specified under Section 133 and other relevant provisions of the Act audited by one of the joint auditor whose report for the year ended March 31, 2023 dated September 12, 2023 expressed an unmodified audit opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

(d) The comparative financial information of the Group, associate and its joint ventures on the transition date opening balance sheet as at April 01, 2022 included in these consolidated financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2021, specified under Section 133 and other relevant provisions of the Act audited by the predecessor auditor whose report for the year ended March 31, 2022 dated September 24, 2022 expressed an unmodified audit opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report and audit reports submitted by the other auditors and one of joint auditors for the respective financial years as mentioned in paragraph 8 above, we report that the Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies and regrouping/reclassifications retrospectively in the financial years ended March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at the end for the financial year ended March 31, 2024.

b) do not require any adjustment for modification as there is no modification in the underlying audit reports; and

c) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note.

10. We have not audited any financial statements of the Group, associate and its joint ventures as at any date or for any period subsequent to March 31, 2024. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group associate and its joint ventures as at any date or for any period subsequent to March 31, 2024

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the financial statements mentioned in paragraph 6 above.

12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, and the Stock Exchanges in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For S S Kothari Mehta & Co. LLP

Chartered Accountants

Firm Registration No: 000756N/N500441

Sunil Wahal

Partner

Membership No: 087294

UDIN: 24087294BKAHPX7201

Place: New Delhi

Dated: September 27, 2024