Waaree Technologies' record carries six consecutive clean audit opinions, but the clean opinions sit alongside a three-year qualified internal-financial-control opinion and cash losses every year since FY2022. The immediate issue is a proposed ₹20 crore borrowing from a promoter-linked entity with zero turnover, which would nearly double an already-high debt-to-equity ratio while the company is loss-making and cash-negative.
Key findings
- Shareholders asked to approve ₹20 crore loan from a zero-turnover promoter entity
Major- The FY2025-26 AGM notice proposes borrowing up to ₹20 crore from Waaree Sustainable Finance Private Limited (WSFPL), equal to 280.41% of consolidated turnover, while WSFPL reported FY2024-25 turnover of ₹0. The borrowing would lift the debt-to-equity ratio from -3.47 to -6.75. The promoter family holds a 25% indirect interest in WSFPL through a trust. - Related-party approvals pass with zero dissent despite losses
Major- The AGM also proposes a ₹5 crore transaction with Waaree Energy Storage Solutions, an entity with zero recorded purchases and sales in FY2025-26. Remuneration for Executive Director & CFO Rushabh Pankaj Doshi passed with 100% votes in favour at the 9th AGM, and his revised package is payable as minimum remuneration even without profits. The promoter-MD draws nil remuneration, with the company citing losses. - Clean audit opinions coexist with a qualified internal-controls view
Major- R T Jain & Co. issued unqualified opinions for FY2021 through FY2026, with a Key Audit Matter on warranty provisions reported in FY2026. The auditor qualified its internal-financial-controls opinion for FY2021-FY2023, citing a lack of system manuals and standard operating procedures. CARO-reported cash losses were ₹23 lakh in FY2021, none in FY2022, ₹79.88 lacs in FY2023, ₹771.54 lacs in FY2024, ₹3,45,83,287 in FY2025 and ₹3.13 crore in FY2026. - Deferred tax assets booked on losses year after year
Minor- The company recognised deferred tax assets on carried-forward losses in FY2020-21, FY2023-24 and FY2025-26, each time citing management's belief in future taxable income. Net losses were ₹1.09 crore in FY2022-23, ₹7.50 crore in FY2023-24, ₹5.65 crore in FY2024-25 and ₹4.18 crore in FY2025-26. The CEO/CFO certifications in FY2022-23, FY2023-24 and FY2024-25 stated that significant changes in accounting policies were disclosed in the notes to the financial statements. - BSE fine for a six-month gap without a Company Secretary
Minor- The company lacked a Company Secretary and Compliance Officer from October 15, 2022 to April 28, 2023, breaching the Companies Act and SEBI LODR, and paid the BSE-imposed fine. The secretarial audit for FY2022-23 also recorded non-compliance with Regulation 46 of SEBI LODR. Reporting of the new appointment to BSE was delayed. - Cash flow negative in four of five years, interest coverage at -8.3x
Minor- Operating cash flow was negative in FY2021-22, FY2023-24, FY2024-25 and FY2025-26, including ₹15.12 crore of outflow in FY2023-24 against a ₹7.50 crore loss. Interest coverage was -8.3x in FY2025-26. No dividend or transfer to reserves was made in FY2023-24 or FY2024-25.
What to watch
- ₹20 crore WSFPL borrowing vote. Shareholders vote on the proposed borrowing and the ₹5 crore WESSPL transaction at the 13th AGM on 5 September 2026.
- Auditor transition. R T Jain & Co.'s term ends at the 13th AGM in 2026; BHATTER & CO.'s five-year appointment is subject to shareholder approval at the same meeting.
Bottom line: This is a disclosed record with a clean audit opinion every year, but the clean opinions sit awkwardly beside a three-year qualified internal-controls view and a cash-burning operation. The character of the risk is concentrated in related-party dealings with promoter-linked entities that have no revenue of their own. Watch the 13th AGM vote on the ₹20 crore borrowing, and the change of auditor that follows.