5445322026-09-085445322026-09-08in-capmkt:ArrangementsForStrategicOrTechnicalOrManufacturingOrMarketingTieUpMemberSOLARWORLDSolarworld Energy Solutions Limited544532NOTLISTEDINE0TY101024Arrangement/Adoption of new line/Closure of operations (Sub-para 2-Para B)Arrangements for strategic, technical, manufacturing, or marketing tie upNewtrue2026-09-0716:00:0020:30:002026-09-08Joint Venture (JV)Rays Power Infra Limited (“Rays Power”); and Rays Green Energy Manufacturing Private Limited (“Rays Green”).Rays Green is engaged in the business of manufacturing solar photovoltaic (“PV”) cells. a) Business Area: Manufacturing and sale of solar PV cells. b) Project: Establishment, development, construction, commissioning and operation of a 2.4 GW solar PV cell manufacturing facility. c) Location: The project is proposed to be established on approximately 41.30 acres of land situated at Mohasa, Babai, District Narmadapuram, Madhya Pradesh. d) Structure: Rays Green is proposed to be jointly owned by Rays Power and the Company in equal proportions, with each holding 50% of the equity share capital of Rays Green.Domestic50:50Rays Green is proposed to be operated and managed as a joint venture between Rays Power (existing shareholder of Rays Green) and the Company, for the joint establishment, development, construction, commissioning and operation of a 2.4 GW solar PV cell manufacturing facility on a 41.30 acre plot located at Mohasa, Babai, Narmadapuram District, Madhya Pradesh (the “Project”). The Joint Venture Agreement ("JVA") was executed simultaneously with the Seeecurities Subscription Agreement ("SSA") to record the terms governing the rights and obligations of the parties in relation to the operation, control, management, governance, project financing and rights over the output of the Project.The Company is required to (i) pay an aggregate subscription amount of up to ₹100,00,00,000, of which ₹26,82,16,200 shall constitute the initial subscription amount towards subscription to 12,600 Equity Shares of Rays Green; and (ii) extend a loan of up to ₹320,00,00,000 to Rays Green for funding of the Project;The agreements provide, inter alia, for: a) Subscription by Company and Rays Power to the equity shares of the Rays Green; b) Appointment of nominee director(s) on the Board of Rays Green by the Company and Rays Power; c) Affirmative voting rights and reserved matters requiring the prior approval of both, the Company and Rays Power; d) Pre-emptive rights/participation rights in future issuances of securities to the Company and Rays Power; e) Restrictions on alteration of share capital, issue of securities, borrowings, disposal of material assets, amendment of constitutional documents and other reserved matters without prior approval of both, the Company and Rays Power; f) Utilisation of subscription proceeds only in accordance with the agreed business plan/object clause; and g) Other customary rights and obligations contained in the SSA and JVA.falseSize of target entity: The Authorised Share Capital and Paid-up Share Capital of Rays Green are ₹1,00,000 (Rupees One Lakh only) each, divided into 10,000 (Ten Thousand) Equity Shares of ₹10 (Rupees Ten only) each.Pursuant to the execution of the SSA and the JVA, Rays Green is proposed to be operated and managed as a joint venture between Rays Power (existing shareholder of Rays Green) and the Company, for the joint establishment, development, construction, commissioning and operation of a 2.4 GW solar PV cell manufacturing facility on approximately 41.30 acres of land located at Mohasa, Babai, Narmadapuram District, Madhya Pradesh (the “Project”). The Project is expected to provide the following key benefits: a) Improved Capital Efficiency: The Project, with an estimated project cost of approximately ₹1,000 crore for a 2.4 GW facility, translates into a capital cost of approximately ₹417 crore per GW, offering improved capital efficiency. b) Economies of Scale: The proposed 2.4 GW capacity is expected to provide economies of scale, support lower per-unit manufacturing costs and enhance the competitiveness of the Project. c) Favourable Land and Infrastructure: The Project land has relatively flat topography and is situated in an area with established trunk infrastructure, thereby reducing land development requirements and associated project execution costs. d) Strategic Location: The Project is located within a solar manufacturing cluster, which is expected to provide ecosystem benefits, including access to skilled manpower, technical expertise and supporting infrastructure. e) Regulatory Readiness: Rays Green has entered into a lease deed dated March 4, 2025 with Madhya Pradesh Industrial Development Corporation in respect of the Project land and has obtained the consent to establish from the Madhya Pradesh Pollution Control Board. f) Reduced Project Implementation Timeline: Construction activities have commenced at the Project site, which is expected to facilitate an earlier commencement of operations and reduce the overall project implementation timeline. g) Power Cost Advantage: The Project is eligible for electricity at a subsidised tariff of approximately ₹4.30 per unit under the applicable government scheme, which is expected to provide operating cost efficiencies.