2. OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the year under review, the Company along
with its subsidiaries executed 1,524 MWp projects.
This resulted in EPC revenues of ' 1,55,931.22 Lakhs.
The Company's solar plants generated revenues of
' 2,538.38 Lakhs. The year saw crossing significant
milestones both in order wins and executions.
The unexecuted order book of the Company now
stands at 3,263 MWp.

On Standalone basis the Company clocked
revenues of ' 1,59,746.14 lakhs as against
' 87,617.86 Lakhs. At Consolidated level the
Company achieved revenues of ' 1,59,774.79 Lakhs
as against ' 87,650.27 Lakhs. Profits grew in line
with revenues. Your company achieved Profit After
Tax of ' 22,948.52 Lakhs as against ' 14,547.85
Lakhs on Standalone basis. Consolidated Profit
After Tax stood at ' 22,892.47 Lakhs as against
' 14,521.85 Lakhs.

3. DIVIDEND AND RESERVES

During the year under review, the Board of Directors
of the Company has declared an interim dividend
of Re. 1/- (50%) per equity share having a face
value of ' 2/ - each on the paid-up equity share
capital of the Company. Further the Directors do
not recommend any final dividend for the financial
year 2024-25.

The Company does not propose to transfer any
amount to reserves.

In terms of the regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board approved and
adopted Dividend Distribution Policy of the
Company. The policy is disclosed on the website
of the listed entity and can be accessed at https://
waareertl.com/static/media/Code-and-Policy-
Dividend-Distribution-Policy-20240320075231.pdf.

4. SHARE CAPITAL

As on March 31, 2025, the Company has authorized
Equity Share Capital of ' 21,31,00,000/- consisting of
10,65,50,000 equity shares of ' 2/- each.

The Issued, Subscribed and Paid-up Share Capital
of the Company is ' 20,84,93,138/- dividing into
10,42,46,569 fully paid up Equity Share of ' 2/- each.

The Company has issued 97,304 equity shares of
' 2/- each to eligible employees under its Waaree
Renewable Technologies Limited - Employee Stock
Options Plan 2022" (“Waaree RTL ESOP 2022").

The Company has not issued any equity shares
with differential rights during the year under review
and hence no information as per provisions of
Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity
shares during the year under review and hence no
information as per provisions of Rule 8(13) of the
Companies (Share Capital and Debenture) Rules,
2014 is furnished.

There are no shares held by trustees for the benefit
of employees and hence no disclosure under
Rule 16(4) of the Companies (Share Capital and
Debentures) Rules, 2014 has been furnished.

5. EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Waaree Renewable Technologies Limited -
Employee Stock Options Plan 2022" (“Waaree RTL
ESOP 2022") was approved by the Members of the
Company by Special Resolution passed by Postal
Ballot on June 25, 2022. The Company has granted
5,463 stock options to the eligible employee under
the Waaree RTL ESOP 2022 during the year under
review. Each option, when exercised, would entitle
the holder to subscribe for one equity share of
the Company of face value ' 2/- each. Further
the Company has issued 97,304 equity shares of
' 2/- each to eligible employees under its Waaree
Renewable Technologies Limited - Employee Stock
Options Plan 2022" (“Waaree RTL ESOP 2022").

A certificate from the Secretarial Auditor on the
implementation of Waaree RTL ESOP 2022 will be

placed at the ensuing Annual General Meeting for
inspection by the Members.

2,43,602 stock options exercisable as on March
31, 2025.

The particulars with regard to stock options as on
March 31, 2025, as required to be disclosed pursuant
to the provisions of Companies (Share Capital and
Debentures) Rules, 2014 read with the applicable
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, are set out at Annexure-1
to this Report.

The Scheme is avaliable on the website of the
Company at https://waareertl.com/wp-content/
uploads/2025/02/Amended-ESOP-Scheme.
pdf and https://waareertl.com/wp-content/
uploads/2025/02/Original-ESOP-Scheme.pdf

6. SUBSIDIARY AND ASSOCIATES COMPANIES

As on March 31, 2025 the Company has the
following subsidiary:

• Waasang Solar One Private Limited (51%
shareholding)

• Sunsational Solar Private Limited (Wholly
Owned Subsidiary)

• Sunsantional Energy Private Limited (Wholly
Owned Subsidiary)

Further the a also incorporated a Wholly Owned
Subsidiary under the name Sunsational Power
Private Limited with effect from 20^th May 2025.

The National Company Law Tribunal (“NCLT"),
Mumbai Bench has by their order dated
21/03/2024, further revised by Corrigendum
order on 24/05/2024, approved the Scheme of
Amalgamation (“Scheme") of between Sangam
Rooftop Solar Private Limited (Transferor Company
01), Waaree PV Technologies Private Limited
(Transferor Company 02), and Waasang Solar
Private Limited (Transferor Company 03), all
wholly owned subsidiaries of the Company, with
the Company. The Appointed date of the Scheme
is 01/04/2022. The said scheme has been made
effective from 11/06/2024. Consequently, the
above mentioned wholly owned subsidiaries of the
Company stand dissolved without winding up.

The Company has no associate or joint venture
Company during the financial year and as on
March 31, 2025.

The details as required under Rule 8 of the
Companies (Accounts) Rules, 2014 regarding
the performance and financial position of the
Subsidiaries, Associates and Joint Ventures of
the Company are provided in Form AOC-1 as
Annexure-2, which form part of the Consolidated
Financial Statements of the Company for the
financial year ended March 31, 2025.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and implementation
requirements of Indian Accounting Standards ('IND-
AS') on accounting and disclosure requirements
and as prescribed by the SEBI Listing Regulations,
the Audited Consolidated Financial Statements are
provided in this Annual Report

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial
Statements of the Subsidiaries, Associates and
Joint Ventures of the Company in the prescribed
form AOC-1 is annexed at Annexure-2 to this
Annual Report

Pursuant to Section 136 of the Act, the Financial
Statements of the Subsidiaries are available on the
website of the Company i.e., www.waareertl.com.
under the Investors Section.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adheres
to the Corporate Governance requirements as
stipulated by the Securities and Exchange Board of
India ('the SEBI').

The report on Corporate Governance as prescribed
in the SEBI Listing Regulations forms an integral part
of this Annual Report.

The requisite certificate from MMJB & Associates
LLP, Practising Company Secretary, confirming
compliance with the conditions of Corporate
Governance along with a declaration signed by MD
of the Company stating that the Members of the
Board of Directors and Senior Management have
affirmed the compliance with code of conduct of
the Board of Directors and Senior Management, is
attached to the report on Corporate Governance.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2025 is available on the website of the Company
at https://waareertl.com/static/media/MGT7-25-
20250820102418.pdf under Investor relations tab.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of Section 152 of
the Companies Act, 2013 and of Articles of
Association of the Company, Mr. Hitesh Mehta
(DIN: 00207506), Director of the Company
retires by rotation at the ensuing Annual
General Meeting and being eligible, seeks re¬
appointment.

• All Independent Directors have furnished the
declarations to the Company confirming that
they meet the criteria of Independence as
prescribed under Section 149 of the Act and
Regulation 16 (1)(b) read with Regulation 25(8)
of the SEBI Listing Regulations and the Board
has taken on record the said declarations after
undertaking due assessment of the veracity of
the same.

• The Company has also received Form DIR-8
from all the Directors pursuant to Section 164(2)
and Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re¬
appointment has been given as an annexure
to the Notice of the ensuing AGM.

• During the year under review following
appointment and resignations have
taken place:

? The tenure of Ms. Anita Jaiswal had expired,
and she cessed to be the Independent
Director of the Company with effect from
June 19, 2024.

? In order of comply with the requirement of
Women Independent Director for top 1000
companies as per SEBI (LODR), Ms. Ambika
Sharma was appointed as Women
Independent Director of the Company
with effect from June 20, 2024.

? Mr. Sunil Jain was appointed as
Independent Director of the Company
with effect from September 27, 2024.

? Mr. Dilip Panjwani had resigned as Chief
Financial Officer of the Company with
effect from January 31, 2025.

• As on March 31, 2025 the following persons
were the Key Managerial Personnel (kmp) of
the Company pursuant to Section 2(51) and
Section 203 of the Act read with the Rules
framed thereunder:

? Mr. Pujan P. Doshi : Managing Director

? Ms. Heema Shah : Company Secretary &

Compliance Officer

• With effect from April 16, 2025, Mr. Sudhir Arya
was appointed as Independent Director of
the Company, Mr. Manmohan Sharma was
appointed as Chief Financial Officer of the
Company and Mr. Mitul Mehta had resigned as
Independent Director of the Company.

• The shareholders in the 25^th Annual General
Meeting held on September 16, 2024, had
approved the re-appointment of Mr. Pujan
Doshi for a period of 5 years with effect from
June 15, 2025, to June 14, 2030.

• With effect from August 26, 2025, Mr. Viren
Doshi, Mr. Hitesh Mehta and Mr. Sunil Rathi has
been appointed as Whole Time Directors of the
Company subject to approval of members in
26^th Annual General Meeting.

MEETINGS

A calendar of Board Meetings, Annual General
Meeting and Committee Meetings is prepared
and circulated in advance to the Directors of your

Company. The Board of Directors of your Company
met 9 (nine) times during the financial year 2024¬

25. The details of these Meetings are provided in
the Corporate Governance Section of the Annual
Report. The maximum time gap between any two
consecutive Meetings did not exceed one hundred
and twenty days.

12. BOARD COMMITTEES

The Board had constituted/re-constituted various
Committees in compliance with the provisions
of the Act and the SEBI Listing Regulations viz.
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and
Risk Management Committee.

All decisions pertaining to the constitution of
Committees, appointment of Members and fixing
of terms of reference/role of the Committees are
taken by the Board

The details of the role and composition of these
Committees, including the number of Meetings
held during the financial year and attendance
at these Meetings are provided in the Corporate
Governance Section of the Annual Report.

13. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and
the SEBI Listing Regulations, the Board has carried
out an Annual Evaluation of its own performance,
performance of the Independent Directors and the
working of its committees based on the evaluation
criteria specified by Nomination and Remuneration
Committee for performance evaluation process of
the Board, its Committees and Directors.

The Board's functioning was evaluated on various
aspects, including, inter-alia, the structure of the
Board, Meetings of the Board, functions of the
Board, degree of fulfilment of key responsibilities,
establishment, and delineation of responsibilities
to various Committees and effectiveness of Board
processes, information and functioning.

The Committees of the Board were assessed on
the degree of fulfilment of key responsibilities,
adequacy of Committee composition and
effectiveness of Meetings. The Directors were
evaluated on aspects such as attendance,
contribution at Board/ Committee Meetings and
guidance/support to the management outside
Board/Committee Meetings.

As mentioned earlier, the performance assessment
of Non-Independent Directors, Board as a whole
and the Chairman were evaluated in a separate
Meeting of Independent Directors. The same was
also discussed in the Board Meeting. Performance
evaluation of Independent Directors was done
by the entire Board, excluding the Independent
Director being evaluated.

14. CRITERIA FOR SELECTION OF CANDIDATES
FOR APPOINTMENT AS DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has
laid down well-defined criteria, in the Nomination
and Remuneration Policy, for selection of candidates
for appointment as Directors, Key Managerial
Personnel and Senior Management Personnel.

The said Policy is available on the Company's
website and can be accessed by web link https://
waareertl.com/static/media/Code-and-Policy-
Nomination--Remuneration-and-Evaluation-
Policy-20240320074421.pdf.

15. FAMILIARIZATION PROGRAM OF INDEPENDENT
DIRECTORS

In compliance with the requirements of the SEBI
Listing Regulations, the Company has put in
place a familiarization program for Independent
Directors to familiarize them with their role, rights
and responsibility as Directors, the operations of
the Company, business overview etc.

The details of the familiarization program are
explained in the Corporate Governance Report
and the same is also available on the website of
the Company and can be accessed by web link
https://waareertl.com/details-of-familiarization/.

16. A STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE, AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR

The Company has received declaration from the
Independent Directors that they meet the criteria
of independence as prescribed under Section
149 of the Act and Regulation 16 (l)(b) read with
Regulation 25(8) of the SEBI Listing Regulations. In
the opinion of the Board, they fulfil the condition
for appointment/re-appointment as Independent
Directors on the Board and possess the attributes
of integrity, expertise and experience as required
to be disclosed under Rule 8(5) (iiia) of the
Companies (Accounts) Rules, 2014.

17. INDEPENDENT DIRECTORS' MEETING

In terms of Schedule IV of the Act and Regulation
25 of the SEBI Listing Regulations, Independent
Directors of the Company are required to hold at
least one meeting in a financial year without the
attendance of Non-Independent Directors and
Members of Management.

During the year under review, Independent Directors
met separately on January 31, 2025, inter-alia, for

• Evaluation of performance of Non-Independent
Directors and the Board of Directors of the
Company as a whole.

• Evaluation of performance of the Chairman of
the Company, taking into views of Executive
and Non-Executive Directors; and

• Evaluation of the quality, content, and
timelines of flow of information between the
Management and the Board that is necessary
for the Board to effectively and reasonably
perform its duties.

18. REMUNERATION POLICY FOR DIRECTORS,
KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee
has laid down the framework for remuneration of
Directors, Key Managerial Personnel and Senior

Management Personnel in the Nomination and
Remuneration Policy recommended by it and
approved by the Board of Directors. The Policy,
inter-alia, defines Key Managerial Personnel and
Senior Management Personnel of the Company
and prescribes the role of the Nomination and
Remuneration Committee. The Policy lays down
the criteria for identification, appointment and
retirement of Directors and Senior Management.
The Policy broadly lays down the framework
in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel. The Policy also provides for the criteria
for determining qualifications, positive attributes
and independence of Director and lays down the
framework on Board diversity.

The said Policy is available on the Company's
website and can be accessed by web link www.
waareertl.com.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY COMPANY

Particulars of Loans, Guarantees and Investments
made during the year as required under the
provisions of Section 186 of the Act are given in the
notes to the Financial Statements forming part of
Annual Report.

Also, pursuant to Paragraph A (2) of Schedule
V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, ('SEBI Listing Regulations')
particulars of Loans/Advances given to subsidiaries
have been disclosed in the notes to the Financial
Statements forming part of Annual Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy
to provide a formal mechanism to the Directors
and employees to report their concerns about
unethical behaviour, actual or suspected fraud
or violation of the Company's Code of Conduct
or Ethics Policy. The Policy provides for adequate
safeguards against victimization of employees
who avail of the mechanism and provides for direct
access to the Chairman of the Audit Committee. It

is affirmed that no person has been denied access
to the Audit Committee.

The said Policy is available on the Company
website and can be accessed by weblink www.
waareertl.com .

21. RELATED PARTY TRANSACTIONS AND POLICY

The related party transactions attracting the
compliance under the Companies Act, 2013 and/or
the SEBI Listing Regulations were placed before the
Audit Committee and/or Board and/or Members
for necessary review/approval.

The routine related party transactions were
placed before the Audit Committee for its
omnibus approval. A statement of all related party
transactions entered was presented before the
Audit Committee on a quarterly basis, specifying
the nature, value and any other related terms and
conditions of the transactions.

Transactions to be reported in Form AOC-2 in terms
of Section 134 of the Act read with Companies
(Accounts) Rules, 2014, with related parties are
annexed as Annexure-3.

The Related Party Transactions Policy in line with
the requirements of Regulation 23 of the SEBI Listing
Regulations is available on the Company website
and can be accessed by web link www.waareertl.
com .

22. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant and material orders passed
by the Regulators/Courts that would impact the
going concern status of the Company and its
future operations.

The National Company Law Tribunal (“NCLT"),
Mumbai Bench has by their order dated
21/03/2024, further revised by Corrigendum
order on 24/05/2024, approved the Scheme of
Amalgamation (“Scheme") of between Sangam
Rooftop Solar Private Limited (Transferor Company
01), Waaree PV Technologies Private Limited
(Transferor Company 02), and Waasang Solar

Private Limited (Transferor Company 03), all
wholly owned subsidiaries of the Company, with
the Company. The Appointed date of the Scheme
is 01/04/2022. The said scheme has been made
effective from 11/06/2024. Consequently, the
above mentioned wholly owned subsidiaries of the
Company stand dissolved without winding up.

23. MATERIAL CHANGES AND COMMITMENT IF
ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF FINANCIAL YEAR
TILL THE DATE OF THE REPORT

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year to which the Financial
Statements relate and the date of this Report.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the
Companies Act, 2013, the Directors confirm that;

i. i n the preparation of the Annual Accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed
along with proper explanation relating to
departures, if any;

ii. appropriate accounting policies have been
selected and applied consistently and such
judgments and estimates have been made
that are reasonable and prudent so as to give
a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the
profit of the Company for the year ended on
that date

iii. proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions
of this Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

iv. the annual accounts have been prepared on a
“going concern" basis;

v. proper internal financial controls are laid
down and such internal financial controls are
adequate and operating effectively;

vi. proper systems to ensure compliance with the
provisions of all applicable laws have been
devised and such systems were adequate and
operating effectively.

Your Auditors have opined that the Company has
in, all material respects, maintained adequate
internal financial controls over financial reporting
and that they were operating effectively

25. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and Companies (Audit and
Auditors) Rules, 2014, M/s KKC & Associates LLP,
(Formerly known as Khimji Kunverji & Co. LLP)
Chartered Accountants (FRN 105146W/ W100621)
were appointed as Statutory Auditors of the
Company at the 22^nd Annual General Meeting held
on September 30, 2021 for the term of Five years i.e.;
from the conclusion of 22^nd Annual General Meeting
till the conclusion of 27^th Annual General Meeting
to be held in 2026. As required under Section 139
of the Act, the Company has obtained certificate
from them to the effect that their continued
appointment, would be in accordance with the
conditions prescribed under the Act and the Rules
made thereunder, as may be applicable.

The Auditors' Report is unmodified i.e., it does
not contain any qualification, reservation or
adverse remark

26. REPORTING OF FRAUD

There was no instance of fraud during the year
under review, which required the Statutory Auditors
to report under Section 143(12) of the Act and the
Rules made thereunder.

27. COST AUDIT AND COST RECORDS

Provision of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company
during the financial year under review.

28. SECRETARIAL AUDITTOR AND SECRETARIAL
AUDIT REPORT

In terms of Section 204 of the Act and Rules
made thereunder, M/s MMJB & Associates LLP
(Peer Review No. 2826/2022), were appointed as
Secretarial Auditor of the Company to carry out the
secretarial audit for FY 2024-25. The report of the
Secretarial Auditor for FY 2024-25 is enclosed as
Annexure-4 forming part of this Report. There has
been qualification in the Report of the Secretarial
Auditors and management response to the
qualifications are as below:

Pursuant to the provisions of Section 204 and other
applicable provisions, if any, of the Act (including
any statutory modification or re-enactment
thereof for the time being in force) and the rules
made thereunder, as amended from time to time
and pursuant to the Regulation 24A of the Listing
Regulations, as amended, M/s Makarand M. Joshi &
Co. Practicing Company Secretaries are proposed
to be appointed as Secretarial Auditor of the
Company for a term of five consecutive financial
years, commencing from the financial year 2025-26,
subject to the approval of Members in the ensuing
AGM. The necessary resolution for appointment of
M/s MMJB & Associates LLP, as Secretarial Auditor
form part of the Notice convening the ensuing AGM.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable
SS-1 (Secretarial Standard on Meetings of the
Board of Directors) and SS-2 (Secretarial Standard
on General Meetings) issued by the Institute of
Company Secretaries of India and approved by
the Central Government under Section 118(10) of
the Companies Act, 2013.

30. TRANSFER OF UNCLAIMED DIVIDEND AND
EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (lEPF)

Pursuant to Section 124 of the Act read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund Rules), 2016
('the IEPF Rules'), during the year under review, no
amount of Unclaimed dividend and corresponding
equity shares were due to be transferred to
IEPF account

31. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an adequate system of internal
control to ensure that the resources are used
efficiently and effectively so that:

• assets are safeguarded and protected against
loss from unauthorized use or disposition.

• all significant transactions are authorised,
recorded and reported correctly.

• financial and other data are reliable for
preparing financial information.

• other data are appropriate for maintaining
accountability of assets.

The internal control is supplemented by an
extensive internal audits programme, review by
management along with documented policies,
guidelines and procedures.

32. I NTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has in place adequate internal
financial controls commensurate with the size, scale
and complexity of its operations. The Company
has policies and procedures in place for ensuring
proper and efficient conduct of its business, the
safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records and the
timely preparation of reliable financial information.
The Company has adopted accounting policies,
which are in line with the Accounting Standards
and the Act

33. RISK MANAGEMENT

The Company has established a well-documented
and robust risk management framework under
the provisions of the Act. Under this framework,
risks are identified across all business processes
of the Company on a continuous basis. Once
identified, these risks are managed systematically
by categorizing them into Enterprise Level Risk &
Project Level Risk. These risks are further broken
down into various subcategories of risks such as
operational, financial, contractual, order book,
project cost and time overrun etc. and proper
documentation is maintained in the form of activity
log registers, mitigation reports, and monitored by
respective functional heads.

The Company has constituted a Risk Management
Committee on May 19, 2023 as required in term
of the provisions of regulation 21 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to
provide guidance in management of risk and to

support the achievement of corporate objectives,
protect staff and business assets and ensure
financial stability.

34. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing
a conducive work environment devoid of
discrimination and harassment including sexual
harassment. The Company has a well formulated
Policy on Prevention and Redressal of Sexual
Harassment. The objective of the Policy is to prohibit,
prevent and address issues of sexual harassment
at the workplace. This Policy has striven to prescribe
a code of conduct for the employees and all
employees have access to the Policy document
and are required to strictly abide by it. The Policy
covers all employees, irrespective of their nature of
employment and is also applicable in respect of
all allegations of sexual harassment made by an
outsider against an employee.

The Company has duly constituted an Internal
Complaints Committee in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. During the year 2024-25,
no case of Sexual Harassment was reported.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

A brief outline of the Corporate Social Responsibility
('CSR') Policy as recommended by the CSR
Committee and approved by the Board of Directors
of the Company, and the initiatives undertaken by
the Company on CSR activities during the year
are set out in Annexure-5 of this Report in the
prescribed format.

The said Policy isavailableon the Company's website
and can be accessed by web link https://waareertl.
com/static/media/Code-and-Policy-Corporate-
Social-Responsibility-Policy-20240320075329.pdf.

36. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound
Safety, Health and Environmental (she)
performance related to its activities, products and
services. Your Company is taking continuous steps

to develop Safer Process Technologies and Unit
Operations and has been investing heavily in areas
such as Process Automation for increased safety
and reduction of human error element.

The Company is committed to continuously
take further steps to provide a safe and
healthy environment.

37. INDUSTRIAL RELATIONS

The industrial relations continued to be generally
peaceful and cordial during the year under review.

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information relating to the Conservation
of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required to
be disclosed under the Companies (Accounts)
Rules, 2014 is given in Annexure-6 forming part of
this Report.

39. PUBLIC DEPOSITS

Your Company has not accepted any deposit falling
under Chapter V of the Act during the year under
review. There were no such deposits outstanding at
the beginning and end of the FY 2024-25.

40. PARTICULARS OF EMPLOYEES AND OTHER
ADDITIONAL INFORMATION

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as Annexure-7A.

Statement containing particulars of top 10
employees and the employees drawing
remuneration in excess of limits prescribed under
Section 197 (12) of the Act read with Rule 5(2)
and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are provided in the Annexure-7B forming
part of this report. None of the employees listed in
the said Annexur-7B is related to any Director of
the Company.

In terms of proviso to Section 136(1) of the Act,
the Report and Accounts are being sent to
the Members, excluding statement containing
particulars of top 10 employees and the
employees, drawing remuneration in excess of
limits prescribed under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The said
Statement is also open for inspection. Any member
interested in obtaining a copy of the same may
write to the Company Secretary.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34 of the Listing Regulations,
the BRSR, initiatives taken from an environmental,
social,

governance and sustainability perspective in the
prescribed format is attached in Annexure-8.

42. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for
the year 2024-25 as stipulated under SEBI (LODR),
Regulations, 2015 has annexed as Annexure-9 of
this Report.

43. DISCLOSURE OF AGREEMENTS

As on date of the notification i.e., June 14, 2023, there
was no agreement are subsisting as specified in
clause 5A of para-A of part A of Schedule III of SEBI
LODR Second Amendment Regulations, 2023.

44. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion
and Analysis, Corporate Governance, notice to the
Shareholders or elsewhere in this Annual Report,
describing the Company's objectives, projections,
estimates and expectations may constitute
'forward looking statement' within the meaning
of applicable laws and regulations. Actual results
might differ materially from those either expressed
or implied in the statement depending on the
Market conditions and circumstances.

45. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders,
Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued Investors and all
other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and
their continued contribution to promote its development.

On behalf of the Board
For Waaree Renewable Technologies Limited

Sd/- Sd/-

Pujan Doshi Hitesh Mehta

Place: Mumbai (Managing Director) (Executive Director)

Dated: August 26, 2025 DIN: 07063863 DIN: 00207506

Registered office

504, Western Edge-I, off. Western Express Highway
Borivali (East), Mumbai 400066