Vikram Solar

Maintain domestic market position through strategic expansion of solar PV module manufacturing and backward integration into solar cell manufacturing.

Continued focus on developing new and innovative products and services.

Further our BESS manufacturing operations.

Strengthen domestic presence through a dedicated retail network and distribution model.

To become a significant global player in the international solar PV module market.

Diversify our supply chain.

Expand into captive projects and cater to the untapped potential in the C&I renewable energy market.

Further our new initiatives for decarbonization.

We are one of the largest Indian solar PV module manufacturers with 4.50 GW operational capacity and actual production of 1,286.10 MW as on March 31, 2025.

Strong R&D focus with robust quality control systems.

We have strong technical proficiency in the solar PV module manufacturing.

Strong presence in domestic and international markets.

We have a strong brand recognition and customer base due to good understanding of our customers and the high quality of our products.

Robust financial performance with a strong order book, providing clear visibility on future growth.

Led by promoters and an experienced management team with an excellent track record.

As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derive 98.23%, 97.34%, and 46.84%, respectively, of our operational revenue from only solar photovoltaic modules and therefore its continued success is necessary for our business and prospects. Any decline in the demand for such product could have an adverse impact on our business, revenue and profitability.

As of Fiscal 2025, 77.50% and 88.72% of our revenue from operations is derived from our top five customers and top ten customers, respectively, and thus our revenue from operations is highly dependent upon a limited number of customers. Any adverse changes affecting our customers or our relationship with such customers could have an adverse effect on our financial performance and result of operations.

Our success depends on our ability to build a new manufacturing facility under our wholly owned subsidiary VSL Green Power Private Limited, in Tamil Nadu which is being proposed to be set up in two phases and expand the capacity of our existing plants in a cost-effective manner, both of which are subject to risks and uncertainties. Any failure to build new manufacturing plants and add production lines, could have an adverse impact on our business, reputation, financial condition, and results of operations.

Changes in the price of wafers, solar photovoltaic cells and other raw materials due to changes in demand or other factors could adversely affect our cost of materials, which may then have a material adverse effect on our business, financial condition and results of operations.

Our Company, certain of our Directors, some of whom are also our Promoters, and one of our Corporate Promoter are involved in certain legal proceedings. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business, results of operations, financial condition and cash flows.

Our Promoters and members of our Promoter Group have provided guarantees in favour of certain lenders. Enforcement of such guarantees by the lenders may affect our business, results of operations and financial condition.

Technological changes, evolving customer requirements and emerging industry trends may affect our business, may render our current technologies obsolete and may require us to make substantial capital investments. If we are unable to adapt in a timely manner to changing market conditions, evolving customer requirements or technological changes, our business, financial condition and results of operations could be materially and adversely affected.

As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, 80.68%, 61.42%, and 57.47%, respectively, of our cost of imported raw materials is from China, East Asian and South East Asian countries. Any restrictions on raw materials from these countries may adversely affect our business prospects, financial performance and cash flows.

Reduced growth in, or the reduction/removal of, exemption of, elimination or expiration of, government subsidies and economic incentives to promote solar energy and domestic production could reduce demand for our solar modules, which in turn could cause our revenue from operations to decline and adversely affect our business and financial condition.

Our Statutory Auditor has included certain emphasis of matters in their report on our financial statements. Any similar emphasis of matters in the future may occur and affect our results of operations.

Our statutory auditors have included the following qualifications or adverse remarks in their audit report on our financial statements for certain periods. We cannot assure you that our Statutory Auditors` observations for any future financial period will not contain similar remarks and that such matters will not otherwise affect our results of operations.

Our exports, which as of Fiscal 2025, Fiscal 2024 and Fiscal 2023 represented 1.00%, 61.58%, and 21.63%, respectively, of our total revenue, may be dependent on the policies passed by the governments of importing countries, in particular, the United States, since in Fiscal 2025, Fiscal 2024 and Fiscal 2023, 96.60%, 99.22%, and 83.80%, respectively, of our total export sales is derived from the United States. Any unfavourable change in policies including any imposition of additional duties, pre-conditions or prohibitions imposed by the United States may adversely affect our business, results of operations, and prospects.

We do not have long-term contracts with suppliers of solar photovoltaic cells and all other raw materials and therefore are susceptible to potential unavailability of raw materials, which could have an adverse impact on our business, financial condition, results of operations, and cash flows.

Our business operates in many locations in India and around the world and relies on global supply chains, and any adverse change to the economic, regulatory, social and political conditions in the jurisdictions in which we operate or any disruptions to the global supply chains may adversely affect our business, financial condition and results of operations.

Our financing agreements contain covenants that limit our flexibility in operating our business. Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, results of operations and financial condition.

Orders in our Order Book may be delayed, modified or cancelled, and letters of intent may be withdrawn or may not translate to confirmed orders. Any such instance may have an adverse impact on our business, results of operations and cash flows.

We have certain contingent liabilities and capital commitments that have been only disclosed in our financial statements, which if they materialise, may adversely affect our financial condition, cash flows and results of operations.

We may not remain eligible for or benefit from certain government policies. Any failure to remain eligible for or benefit from such government policies, could have an adverse impact on our business, financial condition, and results of operations.

We have in the past entered into transactions with related parties and may continue to do so in the future. These or any future related party transactions may potentially involve conflicts of interest and there can be no assurance that we could not have achieved better terms, had such arrangements been entered into with unrelated parties.

Our Promoters, members of the Promoter Group or Directors may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from our Company. Certain of our Promoters, members of the Promoter Group or Directors, either directly or indirectly, may have interests in ventures or entities involved in a business similar to us or our Group Company, which may result in a real or potential conflict of interest.

We operate in a competitive industry and any failure to compete effectively may result in a decline in our market share, which may have an adverse impact on our business, results of operations, prospects, and financial condition.

The industry surrounding solar photovoltaic module and related technologies may not achieve the growth we anticipate, and in such case, our revenues may decline and we may be unable to sustain our profitability.

Declining solar PV module prices due to market oversupply could adversely affect our profitability, revenue from operations, future cash flows and financial condition.

There are certain instances of delays in payment of statutory dues by us. Any further delay in or non-payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on our financial condition and cash flows.

An inability to accurately forecast demand or price for our products and manage our inventory may adversely affect our business, results of operations, financial condition, and cash flows.

Our customers may fail to meet their contractual commitments or may become subject to insolvency or liquidation proceedings, in which case, may materially and adversely affect our business, results of operations, financial condition and cash flow.

Our manufacturing capacities may not reach their rated capacity and we may also be unable to effectively utilize our expanded manufacturing capacities, and such instances could have an adverse effect on our business, prospects, financial condition and cash flows.

Our design, research and development efforts may not yield meaningful results. Any failure to design, research and develop suitable solutions and services for our projects/products may affect our ability to win bids and/or to successfully implement our existing projects and our business profitability and financial condition may be materially and adversely affected.

Any issues with our product quality or performance may require us to incur additional expenses and warranty costs, damage our reputation and cause our sales to decline.

We have no prior experience in the manufacturing of battery energy storage systems, and any inability to successfully produce such systems, achieve commercial viability for solid-state battery technology, or comply with associated regulatory requirements could materially and adversely affect our business, financial condition, reputation, and future projects.

Certain of our Subsidiaries, including step-down subsidiaries, have incurred aggregated losses of Rs.1.01 million, Rs.1.47 million and Rs.5.73 million during Fiscals 2025, 2024 and 2023, respectively. Any similar losses in the future may adversely affect our reputation or our business.

We have significant working capital requirements and our inability to meet the working capital requirements may have an adverse effect on our results of operations.

We intend to utilise a majority portion of the Net Proceeds to invest in our wholly owned Subsidiary, VSL Green Power Private Limited for funding its capital expenditure requirements, including in relation to purchase of various machinery to be installed at the proposed facility. We are yet to enter into definitive agreements or place orders for such capital expenditure and purchase of such machinery, and the utilisation of such portion of the Net Proceeds may be subject to the risk of unanticipated delays in implementation, cost overruns and other risks and uncertainties.

Certain of our corporate records relating to share transfers involving our Promoters and members of our Promoter Group are not traceable. Accordingly, secondary documents have been relied upon to include disclosures in this Red Herring Prospectus and we cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial condition and reputation.

Improper storage, processing and handling of materials and products may cause damage to our inventory leading to an adverse effect on our business, results of operations and cash flows.

An inability to provide adequate customer support and ancillary services may adversely affect our relationship with our existing and prospective customers, and in turn our business, results of operations and financial condition.

Our operations are dependent on one of our material foreign Subsidiaries, Vikram Solar US Inc., incorporated in Nevada, United States for the sale and marketing of our solar PV modules in the United States. Any disruption in the operations of Vikram Solar US Inc. could have a material adverse effect on our business, prospects, financial condition and results of operations.

Our success will depend on our ability to attract and retain our key managerial personnel, design, technical and engineering team and other key personnel. Any failure to do so may have a material adverse effect on our business, financial condition and results of operations.

We may not have sufficient insurance coverage to cover all possible losses, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

We depend on various subcontractors and suppliers to procure materials, provide construction services and provide our products and solutions, and any failure of these subcontractors and suppliers to perform their respective obligations may affect our business, reputation, financial conditions and results of operations.

We are dependent on third-party transportation providers for the supply of materials for our manufacturing process, capital equipment and delivery of our finished products. Any disruption to such transportation providers` operations or any delivery delays of and damages to our materials or products during the course of transportation may affect our business, financial conditions and results of operations.

Our business is subject to strikes, work stoppages and/or increased wage demands, as well as other disputes with our employees. Such instances may cause disruptions in our operations, which could materially adversely affect our business, financial condition and results of operations.

Our operations may cause injury and/or death to people or property and therefore could subject us to significant disruptions in our business, legal and regulatory actions, costs and liabilities.

We may be unable to accurately estimate costs under fixed-price Engineering, Procurement, and Construction contracts and may also experience delays in completing the construction of solar power projects. Any failure to accurately estimate costs or delays in completing the construction of such projects could have a material adverse effect on our financial condition, cash flow and results of operations.

Our module supply contracts may include provisions permitting our customers to terminate the agreement at their convenience, which may materially and adversely affect our business, financial condition and results of operations.

We are required to provide bank guarantees and performance guarantees under certain contracts and letters of credit for our suppliers` payments, which if duly invoked may expose us to liabilities and adversely affect our cash flows, financial conditions and results of operations.

We are required to maintain certain licenses, approvals, registrations, consents and permits in the ordinary course of business. Any failure to meet such requirement could have an adverse effect on our business, financial condition and results of operations.

Any failure to maintain our technical knowledge as confidential may erode our competitive position, which may then have a material adverse effect on our current business, future prospects, financial condition and results of operations.

We may not be able to continue to enjoy the existing tax benefits available to us, which may adversely affect our profitability.

Our ability to access capital at attractive costs may depend on our credit rating, and any disruption in our sources of funding or increase in costs of funding could adversely affect our liquidity, financial condition, results of operations and cash flows.

Any fraud, theft, or embezzlement by our employees, vendors or contractors could adversely affect our reputation, results of operations and financial condition. Our operations and contracts are subject to anti-corruption laws and regulations, and any failure to comply with such laws and regulations could have an adverse impact on our business and reputation.

Any failure or disruption of our information technology systems could adversely impact our business and operations.

Exchange rate fluctuations may cause losses to us and therefore adversely affect our results of operations and financial conditions.

We could be exposed to material environmental obligations and liabilities, which may have a material adverse effect on our business, financial condition, cash flow and results of operations.

We recognize the useful life of our assets based on estimations made by our technical experts and approved by our management. Any depletion of our assets ahead of its estimated life may adversely affect our profits and losses for the relevant period.

We recognize revenue based on the `Percentage of Completion Method` of accounting on the basis of our management`s estimates of the Engineering, Procurement, and Construction project cost. Any difference between such estimates and the actual costs may adversely affect our financial performance for the particular years the actual costs are incurred and the following years.

Our inability to protect any of our intellectual property rights including misappropriation, infringement or passing off of our intellectual property or failure to obtain our trademarks could have an adverse impact on our business.

We may be accused of infringing the intellectual property rights of others and we may face claims in this respect that may be costly to defend, resolve and/or limit our ability to use such technology in the future, which may have a material adverse effect on our business, financial condition and results of operations.

Some of our business operations are being conducted on premises leased from third parties and we may be unable to renew existing leases or relocate our operations on commercially reasonable terms, which may have an adverse impact on our operations.

We may not be able to identify or correct defects or irregularities in title to the properties which we own, lease or intend to acquire in connection with the development of our manufacturing facilities as land title in India can be uncertain, which may adversely affect our business, results of operations and cash flows in the future.

Certain of our Subsidiaries (including step down subsidiaries) have common pursuits vis-�-vis our Company, which may in future lead to conflict of interest.

Our ability to pay dividends and issue bonus shares in the future may depend upon our future revenues, profits, financial condition, cash flows, reserves, working capital requirements, capital expenditures and restrictive covenants in our financing arrangements.

Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations.

Information relating to the installed capacity, effective installed capacity and capacity utilization of our manufacturing facilities included in this Red Herring Prospectus are based on certain assumptions and estimates and future production and capacity may vary.

Industry information included in this Red Herring Prospectus has been derived from an industry report commissioned by us for such a purpose. Accordingly, investors should not place undue reliance on or base their investment decision solely on this information.

We have in this Red Herring Prospectus included certain Non-GAAP Measures and certain other industry measures related to our operations and financial performance. These Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian solar industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.

Some of our Directors may not have prior experience as directors of companies listed on recognized stock exchanges in India.

We have had an instance in the past where we could not spend the total amount allocated towards corporate social responsibility activities for Fiscal 2022, aggregating to ?4.30 million of underspending. Any such instances in the future or inability to completely spend the amount within the statutory timelines, may be subject to impositions of notices or penalties under the Companies Act, 2013, which could adversely affect our reputation and business.

We have issued Equity Shares at prices that may be lower than the Offer Price.