Your directors are pleased to present the 12th Annual Report
on the business and operations of the Solarworld Energy
Solutions Limited ("the Company” or "SESL") along with the
Audited (Standalone and Consolidated) Financial Statements
for the Financial Year ("FY") ended March 31,2025 (hereinafter
referred as "FY 2025" or "during the year").

The Board appreciates and is thankful for the continued
support of all the shareholders throughout the Company's
journey from its incorporation as a Private Limited Company
and thereafter its subsequent conversion into a Public Limited
Company and is now a listed Company.

1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

The Company's financial performance, for the year ended March 31,2025 is summarized as below:

The annual Audited Financial Statements for the
financial year ended March 31,2025 have been prepared
in accordance with the applicable provisions of the
Companies Act 2013 ("the Act") and Indian Accounting
Standards ('IND AS').

The Board of Directors review the operations of the
Company as a whole, as one single segment. There are
no separate reportable segments.

2. STATE OF COMPANY'S AFFAIRS

The Company undertakes solar engineering,
procurement and construction business. The ongoing
contracts with customers are for solar utility project.
The type of work in these contracts involve construction,
engineering, designing, supply of materials, development
of system, installation, project management, operations
and maintenance etc. The Company derives its revenue
from solar EPC, sale of goods, construction and solar
project related activity, operation and maintenance and
other services.

Standalone performance

During the current financial year, the Company on a
standalone basis earned total income of ' 5585.04 million
as against '5055.10 million of previous financial year.

The Company earned a profit of '876.35 million while
in previous year the profit of the Company was ' 487.01
million. This shows significant growth in the business of
the Company.

Consolidated performance

During the current financial year, the Company on a
consolidated basis earned total income of ' 5510.85
million as against ' 5055.02 million of previous financial
year. The Company earned a profit of '770.48 million
while in previous year the profit of the Company was
'516.91 million.

Details on the operational and financial performance of
the Company are provided in the Management Discussion
and Analysis, which forms a part of the Annual Report.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business
of the Company during the financial year under
review.

4. CHANGE IN STATUS OF THE COMPANY

During the year under review, the Company converted
from a private limited company to a public limited

company with necessary approvals from the Board
of Directors at its meeting held on August 22, 2024,
shareholders at Extra-Ordinary General Meeting held on
August 24, 2024, and the Registrar of Companies, Delhi.
Consequently, the name of the Company was changed
from "Solarworld Energy Solutions Private Limited”
to "Solarworld Energy Solutions Limited” and a fresh
Certificate of Incorporation was received onSeptember
23, 2024.

Further, the company came out with its Initial Public
Offering ("IPO”), subsequent to which its equity shares
were listed on BSE Limited and National Stock Exchange
of India Limited on September 30, 2025.

5. TRANSFER TO RESERVES

During the financial year under review, the Company has
not transferred any amount to the general reserve or any
other reserve.

6. DIVIDEND

In order to conserve the resources for the future
business requirements of the Company, no dividend has
been recommended for the Current financial year.

The Company has adopted the "Dividend Distribution
Policy” setting out the broad principles for guiding
the Board and the management in matters relating to
declaration and distribution of dividend. The same is
available on the Company's website at https://worldsolar.
in/policies-and-codes/.

7. CHANGES IN CAPITAL STRUCTURE

a) Authorised Share Capital

During the financial year under review, Authorised
Share Capital of the Company has been increased from
'1,00,00,000/- (Rupees One Crore only) consisting of
10,00,000 (Ten Lakhs) equity shares of ' 10/- (Rupees
Ten only) each to '45,00,00,000/- (Rupees Forty-Five
Crores only) consisting of9,00,00,000 (Nine Crores)
equity shares of ' 5/- (Rupees Five only) each.

The aforesaid increase in the Authorised Share Capital
was approved by the shareholders of the Company at
its Extra-Ordinary General Meeting held on August 22,
2024.

b) Issued, Subscribed and Paid-Up Capital

During the financial year under review, the
Paid-up Share Capital of the Company has been
increased from '32,00,000/- (Rupees Thirty-Two
Lakhs Only) divided into 3,20,000 (Three Lakhs
Twenty Thousand) fully paid up Equity Shares of
' 10/- (Rupees Ten only) each to ' 37,06,85,210/-
(Rupees Thirty-Seven Crores Six Lakhs
Eighty-Five Thousand TwoHundred&Ten Only) divided
into 7,41,37,042 (Seven Crores Forty-One Lakhs
Thirty-Seven Thousand & Forty-Two) fully paid up
Equity Shares of ' 5/- (Rupees Five only) each.

Employee Stock Options:

During the year under review, the Company had one
operative Employee Stock Option Scheme namely
Solarworld Employee Stock Option Plan 2024 ("ESOP
2024”), which was approved by the shareholders of the
Company on September 18, 2024, with an objective to
reward the Eligible Employees for their performance in
the Company and to share with them the wealth created
by the Company.

Further, during the financial year under review, the
Nomination and Remuneration Committee at their
meeting held on December 19, 2024 approved grant of
77,256 (Seventy Seven Thousand Two Hundred and Fifty
Six) options under ESOP 2024.

Details of Change in Paid Up Share Capital due to
Initial Public Offering (“IPO") post Financial Year 2024¬
25 are as follows:

On September 26, 2025, pursuant to IPO and approval of
members dated September 27, 2024 the Company has
allotted 1,39,60,113 Equity Shares of ' 5/- each.

Post IPO and as on the date of this report the Issued,
Subscribed and Paid-up share capital of the Company
is ' 43,33,63,270 (Rupees Forty-Three Crores Thirty-
Three Lakhs Sixty-Three Thousand Two Hundred
& Seventy Only) divided into 8,66,72,654 (Eight
Crores Sixty-Six Lakhs Seventy-Two Thousand Six
Hundred & Fifty-Four ) equity shares of ' 5/- each.

The Company has not issued any shares with differential
voting rights or sweat equity shares during the year.
There was no buyback of shares undertaken by the
Company.

8. MATERIAL EVENTS DURING THE YEAR

The Company on September 29, 2024 filed the Draft
Red Herring Prospectus (DRHP) with the Securities
and Exchange Board of India (SEBI), BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE) in
connection with the proposed Initial Public Offering (IPO)
of its equity shares.

Further, subsequent to the close of the financial year
ended March 31, 2025 till the signing of this report, the
Company has successfully completed its Initial Public
Offering (IPO). The Offer comprised a fresh issue of
upto 1,25,35,612 Equity Shares of face value ' 5/- each
for cash along with an Offer for Sale of 14,24,501 equity
shares by Pioneer Facor IT Infradevelopers Private
Limited, existing shareholder, and the Company's shares
were listed on both BSE Limited and the National Stock
Exchange of India Limited on September 30, 2025.

The IPO received an overwhelming response from
investors across categories, reflecting strong confidence
in the Company's business model, financial performance,
and growth prospects in the renewable energy and
EPC sector. The issue was subscribed multiple times,
with particularly strong participation from Qualified
Institutional Buyers and Retail Investors.

The successful completion of the IPO marks a significant
milestone in the Company's journey, positioning it
strongly to pursue its strategic objectives and enhance
long-term shareholder value. The Board places on
record its sincere appreciation to all stakeholders,
investors and intermediaries for their support and trust
during this landmark event.

9. APPROVAL FOR EXTENSION OF TIME FOR
CONVENING OF THE ANNUAL GENERAL
MEETING FOR THE FINANCIAL YEAR 2024-25

The Company had made an application to the Registrar of
Companies, Delhi (ROC), seeking approval for extension
of time for convening of AGM for a further period of three
months, i.e. on or before December 31,2025, for the
financial year ended March 31, 2025. In this regard, the
ROC, vide its letter dated September 11,2025, had granted
an extension of 2 months & 1 day, for the financial year
ended March 31,2025. Hence, the AGM is being convened
as per the extension of time approved by the ROC.

10. ALTERATION OF MEMORANDUM OF
ASSOCIATION & ARTICLES OF ASSOCIATION

a) Alteration of Memorandum of Association (“MOA”)

During the year under review, the Capital Clause

i.e. Clause V of Memorandum of Association was
amended by the Board of Directors, at its meeting
held on August 19, 2024, and the shareholders, at
the Extra-Ordinary General Meeting held on August
22, 2024, due to sub-division of shares and increase
in Authorised Share Capital of the Company.

Further, pursuant to the conversion of the Company
from a Private Limited Company to a Public Limited
Company and in order to reflect the change in such
status, shareholders of the Company at its Extra¬
Ordinary General Meeting held on August 24, 2024
approved alteration of MOA.

b) Alteration of Articles of Association (“AOA")

During the year under review, the Board of
Directors, at its meeting held on August 22, 2024,
and the shareholders, at the Extra-Ordinary General
Meeting held on August 24, 2024, approved the
conversion of the Company from a private limited

company to a public limited company. In view of
this conversion, and with the requisite approvals, a
revised set of Articles of Association was adopted to
reflect the Company's new status as a public limited
company and addition of few clauses related to
public company.

Further, the Board of Directors, at its meeting held
on September 23, 2024, and the shareholders, at the
Extra-Ordinary General Meeting held on September
24, 2024, approved alteration of articles by addition
of few clauses and deletion of some in line with the
requirements of the Companies Act, 2013, for the
proposed initial public offering (IPO) of the Equity
Shares and in order to ensure compliance to the
fullest extent.

Furthermore, the Board of Directors, at its meeting
held on January 24, 2025, and the shareholders,
at the Extra-Ordinary General Meeting held on
February 19, 2025, approved alteration of articles
by inserting new clauses, deleting and substituting
existing clauses to conform to the requirements set
forth by SEBI and relevant stock exchanges.

11. DIRECTORS AND KEY MANAGERIAL
PERSONNELS

The Board of Directors of the Company comprises of 6
(Six) Directors as on March 31, 2025, including 1 (One)
Managing Director, 1 (One) Whole-time Director, 2 (Two)
Non-Executive Non-Independent Directors and 2 (Two)
Non-Executive Independent Directors.

The composition of Board of directors as on March 31,
2025 is as follows:

During the financial year under review, there were
following changes in the composition of Board of
Directors of the Company:

a) Mr. Sushil Kumar Jain (DIN: 00002069) was
appointed as an Additional Director of the
Company with effect from March 26, 2024. He was
subsequently regularised as a Director pursuant to
the approval of shareholders at the Annual General

Meeting of the Company held on September 18,
2024.

b) Ms. Aastha Gupta (DIN: 10335621) and Ms.
Samiksha Jain (DIN: 10367781), who were appointed
as Additional Directors on March 26, 2024, resigned
from their respective positions with effect from
June 27, 2024 due to personal reasons.

c) Ms. Rini Chordia (DIN: 07285481) and Mr. Ramakant
Pattanaik (DIN: 10724949) were appointed as
Independent Directors of the Company pursuant
to the approval of shareholders with effect from
September 18, 2024.

d) Mr. Kartik Teltia (DIN: 06610105) was appointed and
designated as Managing Director of the Company
for a period of 3 years, pursuant to the approval of
shareholders w.e.f. September 18, 2024.

e) Mr. Rishabh Jain was appointed and designated as
Whole-Time Director of the Company for a period of
3 years, pursuant to the approval of shareholders
w.e.f. September 18, 2024.

f) There was a change in designation of Mr. Mangal
Chand Teltia (DIN: 00002186) from Executive
Director to Non-Executive Non-Independent
Director of the Company, pursuant to the approval
of shareholders with effect from September 18,
2024.

g) Ms. Varsha Bharti was appointed as the Company
Secretary and Compliance Officer, and Mr. Mukut
Goyal was appointed as the Chief Financial Officer,
both with effect from August 22, 2024.

Section 152 of the Act provides that unless the Articles
of Association provide for retirement of all directors at
every AGM, not less than two-third of the total number of
directors of a public company (excluding the Independent
Directors) shall be persons whose period of office is
liable to determination by retirement of directors by
rotation, of which one-third are liable to retire by rotation.
Accordingly, Mr. Sushil Kumar Jain (DIN: 00002069) will
retire by rotation at the ensuing AGM and being eligible,
has offered himself for re-appointment.

12. DESIGNATED PERSON FOR THE PURPOSE OF
DECLARATION OF BENEFICIAL INTEREST IN
THE SHARES OF THE COMPANY:

Pursuant to the amendment in the Rule 9(4) of Companies
(Management and Administration) Rules, 2014, every
Company is required to designate a person who shall be
responsible for furnishing, and extending co-operation
for providing, information to the Registrar or any other
authorized officer with respect to beneficial interest in
shares of the company.

Accordingly, the Company has designated Ms. Varsha
Bharti, Company Secretary of the Company to be a
Designated Person for the purpose of declaration of
beneficial interest in the shares of the Company.

13. BOARD MEETINGS

The Board meets at regular intervals to discuss and
review the business operations and other statutory
matters. During FY 2024-25, the intervening gap between
the two consecutive meetings was within the period
prescribed under the Act and Secretarial Standard-1
(SS-1) issued by Institute of Company Secretaries of
India (ICSI), as amended from time to time.

During the year under review, 28 (Twenty-Eight) Board
Meetings were convened and held on April 17, 2024, April
18, 2024, April 22, 2024, May 22, 2024, May 28, 2024, June
12, 2024, June 18, 2024, June 20, 2024, June 27, 2024,
July 10, 2024, August 13, 2024, August 19, 2024, August
22, 2024, September 13, 2024, September 16, 2024,
September 20, 2024, September 23, 2024, September 25,
2024, September 27, 2024, October 03, 2024, October 16,
2024, November 07, 2024, November 21,2024, December
14, 2024, January 24, 2025, February 11, 2025, March 17,
2025 and March 28, 2025.

The details of the meetings are disclosed in the Corporate
Governance Report forming part of this Annual Report.

14. COMMITTEES OF THE BOARD

During the year under review, the Committees of the
board were constituted on September 20, 2024, except
IPO Committee which was constituted on September
27, 2024, pursuant to conversion of a company from
Private Limited Company to Public Limited Company.
The Board has also in place an Executive Committee,
constituted on December 14, 2024 to expedite the
day-to-day operations and address various urgent
operational and financial matters and Independent
Directors' Committee formed on June 10, 2025 in
accordance with the provisions of the Companies Act,
2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, to finalize the draft Price Band
Advertisement for the Initial Public Offer and to confirm
that the price band is justified based on the "Basis for
Offer Price” disclosures. As on the date of this Report,
the following are the Committees of the Board except
IPO Committee which got dissolved on October 17, 2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Executive Committee

g) Initial Public Offer ("IPO”) Committee

h) Independent Directors' Committee

The Committees are represented by a combination
of Executive Directors, Non-Executive Directors
and Independent Directors of the Company. These
Committees play an important role in the overall
Management of various affairs and governance of the
Company. The Committees meet at regular intervals and
take necessary steps to perform its duties entrusted by
the Board. The recommendations of the Committee(s)
are submitted to the Board for information or approval.

During the year, all recommendations of the
Committee(s) on matters where such a recommendation
is mandatorily required, were duly considered and
approved by the Board. The Minutes of proceedings of
Committee meetings are circulated to the respective
Committee Members and placed before the Board for
noting.

a) Audit Committee (“AC")

I n accordance with the provisions of Section 177
of the Act, the Company has formed its Audit
Committee, composition and terms of reference of
which are in conformity with the said provisions.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

There were no such instances where the
recommendation of Audit Committee has not been
accepted by the Board during the financial year
under review.

b) Nomination and Remuneration Committee
("NRC”)

In accordance with the provisions of Section 178 of
the Act, the Company has formed its Nomination
and Remuneration Committee (NRC), composition
and terms of reference of which are in conformity
with the said provisions.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

There were no such instances where the
recommendation of Nomination and Remuneration
Committee has not been accepted by the Board
during the financial year under review.

c) Stakeholders’ Relationship Committee (“SRC")

The Stakeholders' Relationship Committee is
constituted by the Board, in line with the provisions
of Section 178(5) of the Act.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

d) Corporate Social Responsibility (“CSR”)
Committee

In accordance with the provisions of Section
135(1) of the Act, the Company has formed its CSR
Committee, composition and terms of reference of
which are in conformity with the said provisions.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

e) Risk Management Committee (“RMC”)

The Risk Management Committee is constituted by
the Board, in line with the applicable provisions of
the Act.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

f) Executive Committee (“EC”)

The Executive Committee is constituted by the
Board, in line with the provisions of Section 179(3)
of the Act.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

g) Initial Public Offer (“IPO”) Committee

For the purpose of giving effect to the Issue and
listing of Equity Shares on one or more of the stock
exchanges, the Board has constituted a committee
named the "Initial Public Offer (IPO) Committee”.

The details of the Committee along with their
composition and meetings held during the year are
given in the Corporate Governance Report forming
part of this Annual Report.

h) Independent Directors’ Committee

The Independent Directors' Committee is constituted
by the Board, in accordance with the provisions of
the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, each
as amended.

The details of the Committee along with their
composition are given in the Corporate Governance
Report forming part of this Annual Report.

15. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the provisions of
secretarial standards during the financial year under
review.

16. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
are no funds which are required to be transferred to the
Investor Education and Protection Fund.

17. ASSOCIATES COMPANIES, JOINT VENTURE
AND SUBSIDIARY COMPANIES INCLUDING
HIGHLIGHTS OF PERFORMANCE OF
SUBSIDIARIES, ASSOCIATE AND JOINT
VENTURES AND THEIR CONTRIBUTION TO THE
OVERALL PERFORMANCE OF THE COMPANY
DURING THE PERIOD UNDER REVIEW

During the year under review, following are the
Subsidiary(ies)/Joint ventures/Associates Company of
the Company:

During the year under review, the following have become
the subsidiaries of the Company:

Znshine Solarworld Private Limited (Wholly-owned
Subsidiary)(w.e.f 22.05.2024)

Kartik Solarworld Private Limited (Wholly-owned
Subsidiary)(w.e.f 23.09.2024)

Solarworld BESS One Private Limited (Wholly-owned
Subsidiary)(w.e.f 04.03.2025)

Further, Subsequent to the end of the financial year
2024-25 and up to the date of this report, the company
has incorporated one more associate company as per the
provisions of the Companies Act, 2013 namely Zentrix PV
Labs Private Limited in which the company holds directly
50 % of the equity shares.

The financial statements of the subsidiaries have been
prepared and consolidated with the Company and forms
an integral part of this report. The consolidated financial
statements of the Company are prepared in accordance
with Indian Accounting Standards (Ind AS) notified under
the Companies (Indian Accounting Standards) Rules,
2015 read with the Companies (Accounts) Rules, 2014.

The financial statements of its aforesaid subsidiaries are
not attached to this report and pursuant to the provisions
of Section 136 of the Companies Act, 2013, the Company
will make available the said financial statements of
the subsidiaries upon a request by any member of
the Company. The members desiring the financial
statements of the subsidiaries may send their request
in writing to the Company at cs@worldsolar.in. The
Company has placed separately, the audited accounts
of its subsidiaries on its website at www.worldsolar.

in compliance with the provisions of Section 136 of the
Companies Act, 2013.

The highlights of the Performance of subsidiaries, joint
venture, and associates during the year are as follows:

Pursuant to Section 129(3) of the Companies Act, 2013, a
statement containing the salient features of the financial
statements of the Subsidiaries, Joint Ventures and
Associates of the Company in Form AOC-1, as required
under the Companies (Accounts) Rules, 2014, as
amended, is annexed herewith as Annexure I and forms
part of this Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of
SEBI Listing Regulations, Management Discussion and
Analysis Report with detailed review of the operations,
state of affairs, performance and outlook of the Company
for the reporting year is provided separately forming part
of this Annual Report.

19. CORPORATE GOVERNANCE REPORT

The Company strives to undertake best Corporate
Governance practices for enhancing and meeting
stakeholders' expectations while continuing to comply
with the mandatory provisions of Corporate Governance
under the applicable framework of SEBI Listing
Regulations.

Pursuant to Regulation 34(3) read with Schedule V of the
SEBI Listing Regulations, as amended from time to time,
a report on Corporate Governance is provided separately
forming part of this Annual Report.

20. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability
Report as required under Regulation 34(2)(f) of SEBI
Listing Regulations, applicable to top 1000 companies
determined on the basis of market capitalization, is not
applicable for the Company.

21. DEPOSITS

The Company has not accepted any deposits falling under
the provisions of the Section 73 and 76 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014 and there are no unpaid or overdue deposits
during the year under review.

22. WEB-LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and
Section 92(3) of the Companies Act, 2013 read with
Rules made thereunder, the draft Annual Return of the
Company for the Financial Year ended March 31, 2025
is uploaded on the website of the Company and can be
accessed at https://worldsolar.in/annual-return/ .

23. LOAN FROM DIRECTORS OF THE COMPANY

During the period under review the Company has
obtained loan from the Director's and their relatives.
The details of the same has been given in the financial
statements and notes thereto.

The directors and their relatives have given declaration
that the loan provided by them are from their owned fund
not from the borrowed fund.

24. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors has appointed M/s P Arora
& Associates, Practicing Company Secretaries (ACS
19670/ CP No. 20971), as the Secretarial Auditor of the
Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended
2025 in Form MR-3 is annexed herewith as Annexure
II to this Report. During the period under review the
Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above subject to the following observations:

1. The Company has filed various forms, with some
accompanied by additional fee.

2. The Company appointed S S Kothari Mehta & Co
LLP as joint statutory auditor in its Extra Ordinary

General Meeting held on 19.06.2024 whose tenure
was up to the date of the Annual General Meeting of
the company However, pursuant to the provisions of
section 139 of the Companies Act, 2013, an auditor,
other than the first auditor and auditor appointed in
casual vacancy, shall be appointed only in the Annual
General Meeting of the Company. That the aforesaid
auditor was re-appointed in the Annual General
Meeting of the company held on 18.09.2024 as per
the provisions of section 139 of the Companies Act,
2013

3. As reported to us by the management and as
provided in the draft red herring prospectus filed
with the Securities and Exchange Board of India, BSE
Limited, National Stock Exchange of India Limited,
the Electricity Act, 2003 and rules and regulations
made thereunder are applicable to the Company,
However, the Company is not required to obtain any
approval(s), license(s) under the aforesaid Act and
rules regulations made thereunder as of now.

Further, Pursuant to SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment)
Regulations, 2024, which came into effect on December
13, 2024, significant amendments were introduced to the
SEBI LODR Regulations, including Regulation 24A(1b),
which mandates that listed entities appoint or re-appoint
a Peer Reviewed Secretarial Auditor for a continuous
term of 5 years, subject to approval by the shareholders
at the Annual General Meeting (AGM).

In view of the above, Audit Committee and the Board of
Directors at their respective meeting held on October 17,
2025, have recommended and approved the appointment
of M/s. P Arora & Associates, Peer Reviewed Firm of
Practicing Company Secretaries having firm registration
number S2018HR634800 and Peer Review No. 6173/2024
as the Secretarial Auditors of the Company for a term
of 5 (Five) consecutive years from the FY 2025-26 till
FY 2029-30, subject to the approval of the Members at
ensuing AGM.

Brief profile and other details of M/s. P Arora &
Associates, are disclosed in the AGM Notice approved
by the Board. They have given their consent to act as
Secretarial Auditors of the Company and have confirmed
their eligibility for the appointment. The Secretarial
Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Company Secretaries of India (ICSI) and hold valid
certificate issued by the Peer Review Board of the ICSI.

25. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Act read
with the Companies (Audit and Auditors) Rules, 2014, at
the 9th Annual General Meeting (AGM) of the Company
held on September 29, 2022, M/s. D A R P N and Company,

Chartered Accountants (Firm Registration No. 016790C)
were appointed as the Statutory Auditors of the Company
for a term of 5 (five) consecutive years to hold office until
the conclusion of the 14th Annual General Meeting to be
held for the FY 2026-27.

The Company has received the eligibility certificate
from the Statutory Auditors confirming that they are
not disqualified from continuing as an Auditors of the
Company.

Further, pursuant to the provisions of Section 139 of
the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, at the Extra-Ordinary
General Meeting ("EOGM") of the Company held on
June 19, 2024, S S Kothari Mehta & Co LLP, Chartered
Accountants (FRN: 000756N/N500441), were appointed
as Joint Statutory Auditors of the Company, along with
the existing Statutory Auditors, to hold office until the
conclusion of the next Annual General Meeting of the
Company.

Subsequently, the said firm has been re-appointed as the
Joint Statutory Auditors of the Company to hold office
from the conclusion of the 11th Annual General Meeting
till the conclusion of the 16th Annual General Meeting of
the Company to be held in the year 2029.

26. EXPLANATIONS OR COMMENTS BY THE
BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE STATUTORY
AUDITOR IN THEIR REPORT

There are no qualifications, reservations or adverse
remarks in the Audit Report that may call for any
explanation from the Directors. Further, the report being
self-explanatory, no further explanation or information
from the Board is required pursuant to the provisions of
Section 134 (3)(f) of the Companies Act, 2013.

27. INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Act read with
rules made there under, Protiviti India Member Private
Limited was appointed as an Internal Auditor by the
Board, on the recommendation of Audit Committee, at its
meeting held on 24th January, 2025 for the financial year
2024-25 to check the internal controls and functioning
of the activities of the Company and also recommends
way of improvement. They have provided Internal Audit
Report of the Company for the period from 1st April, 2024
to 31st December, 2024. The Report do not contain any
qualification, observation, reservation, adverse remark
or disclaimer.

28. DETAILS IN RESPECT OF FRAUDS UNDER
SECTION 143 (12) OF THE COMPANIES ACT,
2013

The Statutory Auditors in their audit report for the
Financial Year ended on March 31,2025 have not reported
any instances of fraud committed against the Company
by its officers and employees, covered under sub section
12 of Section 143 of the Companies Act, 2013.

29. MAINTENANCE OF COST RECORDS AND
COST AUDIT

In terms of Section 148 of the Companies Act, 2013
('the Act') read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to maintain
cost records. Further, the cost audit is also required to
be carried out on the cost records of the Company. For
the same, the Board of Directors in its meeting held on
September 16, 2024, had appointed M/s MM & Associates
(Reg. No. 000454), Cost Accountants in practice as cost
auditors to conduct the audit of the cost account records
of the Company for the FY 2024-25 for all the applicable
products.

The Company has prepared and maintained cost
accounts and records for the FY 2024-25, as per sub¬
section (1) of Section 148 of the Companies Act, 2013 and
the Companies (Cost Records and Audit) Rules, 2014.

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 and the Companies (Cost Records
and Audit) Rules, 2014, based on the recommendation
of the Audit Committee, the Board of Directors in
their meeting held on September 03, 2025, had re¬
appointed M/s MM & Associates (Reg. No. 000454), Cost
Accountants in practice, as Cost Auditors to conduct the
audit of the cost account records of the Company for FY
2025-26 for all applicable products. The Company has
received from them a consent letter and confirmation of
eligibility for their re-appointment as the Cost Auditors
of the Company for FY 2025-26.

The remuneration payable to the Cost Auditors is
required to be ratified by the shareholders in the ensuing
12th AGM in terms of Rule 14 of the Companies (Audit &
Auditors) Rules, 2014.

30. STATEMENT ON DECLARATION GIVEN BY
THE INDEPENDENT DIRECTORS

The Board comprises of two Independent Directors as
on March 31, 2025. The tenure of both the Independent
Directors is in accordance with the Companies Act, 2013.

The Company has received necessary declarations from
each Independent Director of the Company under Section
149(7) of the Companies Act, 2013 that the Independent
Directors of the Company meet with the criteria of their
Independence as laid down in Section 149(6) of the
Companies Act, 2013. The Board is of the opinion that
no circumstances have arisen till the date of this report
which may affect their status as Independent Directors
of your Company.

The Board is satisfied with the integrity, expertise,
experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board. Further, in terms
of Section 150 of the Act together with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank
of Independent Directors maintained with the Indian
Institute of Corporate Affairs. The Independent Directors
have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

Based on disclosures provided by them, none of them
are disqualified/debarred from being appointed or
continuing as Directors of the Company by any order
of Ministry of Corporate Affairs or any other statutory
authorities.

31. SEPARATE MEETING OF THE INDEPENDENT
DIRECTORS

Pursuant to the requirement of Schedule IV of the
Companies Act, 2013, a separate meeting of Independent
Directors of the Company was held on 1st February, 2025
without the attendance of non-independent directors
and members of management. All independent directors
were present in the meeting.

32. COMPANY'S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS, KEY
MANGERIAL PERSONNEL AND OTHER
EMPLOYEES

The Nomination and Remuneration Committee
has formulated criteria for appointment of
directors, determining qualifications, positive
attributes and independence of a director. The
Board on the recommendation of Nomination and
Remuneration Committee has laid down the criteria
of remuneration for the directors, Key Managerial
Personnel and other employees in the Nomination
and Remuneration Policy. The Policy approved by
the Board is available on the Company's website at
www.worldsolar.in/policies-and-codes.

The details of the remuneration payable to Directors are
given in the Corporate Governance Report forming part
of this Annual Report.

33. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

Pursuant to Section 177(9) of the Companies Act, 2013,
the Company has a board approved vigil mechanism/
whistle blower policy to provide adequate safeguards
against victimization of employees and directors. It
aims to provide a mechanism to report any unethical
behavior, illegitimate practices or other concerns within
the Company. The Company affirms that no person was
denied access to the Audit Committee.

The policy is available on the website of the Company at
www.worldsolar.in/policies-and-codes.

No complaints were received by the Company under the
Whistle Blower Policy during FY 2024-25.

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

Information pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with sub rule 3 of Rule 8 of the
Companies (Accounts) Rules, 2014, the details regarding
conservation of energy, technology absorption and
foreign exchange earnings and outgo is as follows:-

a) Conservation of Energy:

A statement containing the information as per
Section 134 (3) (m) of the Companies Act, 2013 is
not required to be given as Company is not engaged
in any manufacturing activities. However, Company
continues to implement prudent practices for saving
electricity and other energy resources in day-to-day
activities.

b) Technology absorption:

Not Applicable as the Company is not engaged in
any manufacturing activities.

c) Foreign Exchange Earnings and Outgo:

During the year foreign exchange outgo of the
Company is '166.57 million. There has been no
foreign exchange earnings during the year under
consideration.

35. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY SUBSEQUENT TO THE DATE
OF FINANCIAL STATEMENTS

There were no material changes and commitments
affecting the financial position of the Company during
the period between 1st April, 2024 and the date of this
Board's Report.

36. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
ACT

During the period under review the Company has provided
Loans, Guarantee, and Investments under Section 186 of
the Companies Act, 2013. The details of the same has been
given in the financial statements and notes thereto.

37. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a Policy on Related
Party Transactions in accordance with the provisions of
Sections 177 and 188 of the Companies Act, 2013 and
Rules made thereunder, which has been approved by
the Board and the same is available on the website of
the Company at www.worldsolar.in/policies-and-codes.
The Audit Committee reviews this policy from time to
time and also reviews and approves all related party
transactions ('RPTs'), to ensure that the same are in line
with the provisions of applicable law and the Related
Party Transactions Policy. The Policy intends to ensure
that proper reporting, approval and disclosure processes
are in place for all transactions between the Company
and its related parties.

During the year under review the Company has entered
into Related Party Transactions in the ordinary course of
business and on arm length basis. Therefore, disclosure
of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for FY 2024-25.

The details of related party transactions entered into by
the Company, in terms of Ind AS-24 have been disclosed
in the notes to the accounts in the Financial Statements.

38. ANNUAL EVALUATION OF THE BOARD
PERFORMANCE, PERFORMANCE OF ITS
COMMITTEE AND ITS DIRECTORS

The provisions of section 134(3)(p) of the Companies Act,
2013 relating to annual evaluation of the performance of
the Board, its Committees and of individual Directors are
applicable to the Company. Pursuant to the provisions
of Section 134, 178 and Schedule IV of the Companies
Act, 2013, the Board of Directors has put in place a
process to formally evaluate the effectiveness of the
Board, its Committees and individual Directors. An
annual evaluation of the performance of the Board, its
Committees and of individual Directors, were carried out
during the year.

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

IN TERMS OF RULE 8 (5) (IIIA) OF COMPANIES
(ACCOUNTS) RULES, 2014 AS AMENDED

The Independent Directors are selected as per the
applicable provisions of Act based upon the qualification,
expertise, track record, integrity and the Company
obtains the necessary information and declaration
from the Directors. All the Independent Directors of
the Company have strong academic background and
having long stint experience with renowned Government
and private Organizations/ Corporates. The integrity/
expertise of the Directors has been evaluated by the
Board at the time of appointment.

40. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR), under section
135(1) of the Companies Act, 2013 is applicable to the
Company during the year under report. Your Company
has in place, Corporate Social Responsibility Policy, as
per the provisions of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, which lays down the
guidelines and mechanism for undertaking socially
useful projects for welfare and sustainable development
of the community at large.

The annual report on CSR activities is annexed
herewith as Annexure III. The total amount of CSR
contribution and payment details are given in the
same Annexure to this Board's Report. The CSR
Policy is available on the website of the Company, i.e.,
www.worldsolar.in/policies-and-codes.

41. RISK MANAGEMENT POLICY

The Company has implemented the well-organised risk
management policy for identification of elements of
risk and providing assurance that the risks are actively
managed. Risk Management Committee is formed with
the overall responsibility of managing and addressing
the various risks to which the Company is exposed to.
The Policy is available on the website of the Company,

i.e., www.worldsolar.in/policies-and-codes.

42. DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Board has in place adequate internal financial
control systems and such internal financial control
systems have been operating effectively. The Company
has established internal financial controls by way of
policies and procedures that are commensurate with the
size of its operations, and these are operating effectively
and adequately. These policies and procedures are
designed to ensure efficient conduct of your Company's
business, safe keeping of its assets, prevention and
detection of frauds and errors, optimal utilization of
resources, accurate and reliable maintenance of the
books of accounts, timely and reliable preparation of
financial information, and adherence to compliance.

43. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act, read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of the
Board's Report as Annexure-IV.

44. REPORT ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company places great emphasis on fostering an
environment that is free from any form of harassment
or discrimination, and has adopted a zero-tolerance
policy towards sexual harassment. As required by the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, the Company has
formulated and implemented a policy on prevention of
sexual harassment at workplace with a mechanism of
lodging complaints and related matters thereto. The
Company has duly constituted the Internal Complaints
Committee under the said Act. During the year under
review, no complaints were reported to the Board.
Details are as follows:

45. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

To the best of our knowledge, the Company has not
received any such order from the regulator(s) or court(s)
or tribunal(s) during the year under review which
may impact the going concern status and company's
operations in future.

46. COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT, 1961

The Company hereby confirms its compliance with the
applicable provisions of the Maternity Benefit Act, 1961,
including adherence to statutory requirements relating
to maternity leave, medical bonus, nursing breaks. The
Company is committed to ensure the welfare and rights
of its women employees by implementing necessary
measures and maintaining adequate policies and
internal procedures. These initiatives aim to promote a
safe, inclusive, and supportive work environment, in line
with the provisions of the Maternity Benefit Act and other

applicable laws.

47. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and
their immediate relatives as per the requirements under
the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended
from time to time. This Code, inter alia, lays down the
procedures to be followed by designated persons while
trading or dealing in the Company's shares and sharing
Unpublished Price Sensitive Information (UPSI). The
Code covers the Company's obligation to maintain
a Structured Digital Database and mechanism for
prevention of insider trading and handling of UPSI. The
Code is available on the website of the Company at www.
worldsolar.in/policies-and-codes.

The Company has also maintained Structured Digital
Database (SDD) as required under Regulation 3(5) of
SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company ensures that the Designated Persons are
familiarized about the Code of Conduct and trained on
maintaining SDD.

48. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of
the Act, the Directors to the best of their knowledge and
ability, hereby confirm and state that:

i. I n the preparation of the annual accounts for the
financial year ended March 31, 2025 the applicable
accounting standards have been followed along with
proper explanation relating to material departures.

ii. the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of your Company as on March 31, 2025 and of the
profit of the Company for that period.

iii. The directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act and rules made there under, to the
extent applicable, as amended for safeguarding
the assets of your Company and for preventing and
detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts
for financial year ended March 31, 2025 on a going
concern basis.

v. The Directors had laid down internal financial

controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively.

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

49. DETAILS OF APPLICATIONS UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during
the financial year 2024-25.

50. THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

During the year under review, there was no instance
of one-time settlement with any bank or financial
institution.

51. GREEN INITIATIVE

As a responsible Corporate Citizen, the Company
embraces the 'Green Initiative' undertaken by the Ministry
of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual
Report and Notices to the Shareholders at their e-mail
address registered with the Depository Participant (DPs)

and Registrar and Share Transfer Agent.

The shareholders who have not registered their e-mail
addresses so far are requested to do the same and
become a part of the initiative and contribute towards a
greener environment.

52. OTHER DISCLOSURES

Additional disclosures as on March 31, 2025, in terms
of the applicable provisions of the Act and SEBI Listing
Regulations,:

• No equity shares with differential rights as to dividend,
voting or otherwise have been issued.

• No sweat equity shares have been issued.

• No buyback of shares have been undertaken.

• No amount or shares were required to be transferred
to the Investor Education and Protection Fund.

• The entire share capital of your Company has been
dematerialized.

• No invitation or Acceptance of fixed Deposit from
public or shareholders

53. ACKNOWLEDGMENT

Your Directors would like to express their grateful
appreciation for the assistance and co-operation
received from the Government, banks and other business
constituents and members during the year under review.