The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the audited
financial statements, for the financial year ended 31^st March, 2025.

STATE OF COMPANY’S AFFAIRS

Financial Performance

During the year, the Company successfully operated its newly
installed 600 MW solar cell line and 550 MW module line. This
addition led to a significant increase in revenue across all quarters,
demonstrating strong and consistent growth. EBITDA improved
quarter-over-quarter, reflecting enhanced operational efficiency
and profitability Consequently, profit after tax (PAT) also exhibited
a steady upward trend throughout the year.

Driven by this robust financial performance, the Company
has strengthened its overall financial position. Building on this
momentum, it is now in the advanced stages of establishing an
additional 600 MW solar cell line at its Falta plant. This new capacity
expansion is being fully funded through internal accruals and is
expected to substantially boost the Company’s revenue in the
upcoming financial year.

Future Expansion Plans

With the commissioning of an additional 600 MW cell line at Falta,
the Company will conclude Phase II of its ongoing expansion
strategy Reinforcing its commitment to long-term and sustainable
growth, the Company has outlined an ambitious plan to further
expand its manufacturing capacity by adding 4 GW of solar cell and
4 GW of solar module lines in two subsequent phases.

Phase III will involve the installation of a 2 GW solar cell line and a 2
GW solar module line, targeted for completion byJune 2027.

Phase IV will further enhance capacity with an additional 2 GW solar
cell line and 2 GW solar module line, scheduled for completion by
June 2028.

The expansion will be financed through a combination of debt,
equity, and internal accruals.

Change in nature of business

There was no change in the nature of business of the company.

Management Discussion and Analysis Report

The Company’s business activity primarily falls within a single
business segment i.e., production of Solar Photo-Voltaic Cells and
Modules. The analysis on the performance of the industry, the
Company, internal control systems, risk management are presented
in the Management Discussion and Analysis Report forming part of
this report.

SHARE CAPITAL

Equity Shares

The paid-up Equity Share Capital as on 31^st March, 2025 is
Rs. 42,20,63,470. During the Financial Year under review, the
Company has issued and allotted Warrants convertible into equity
shares at a ratio of 1:1 on 21^st September, 2024 on preferential basis
to the following investor:

Other than above, there was no changes in the share capital of
the Company.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital
and Debentures) Rules, 2014, the Company has not issued any
Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of The Companies (Share Capital and
Debenture Rules, 2014), the Company has not issued any share with
Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of The Companies (Share Capital and
Debenture Rules, 2014), the Company has not issued any Employee
Stock Options.

DIVIDEND

Your Directors have not recommended any dividend for the year
under review. The Dividend Distribution Policy of the Company is
available at the website of the Company i.e www.websolenergy.
com.

Transfer of unpaid & unclaimed Dividends & Shares to Investor
Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
there was no unclaimed/unpaid dividend, hence the company
is not required to transfer any amount to Investor Education and
Protection Fund.

RESERVES

During the year under review, your Directors have not proposed to
transfer any amount to Reserves.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took place
after the close of financial year till date which will have any material
or significant impact on the financials of the Company.

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

Conservation of Energy

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to
be disclosed under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 as
amended from time to time, are set out in the Annexure I’.

RISK MANAGEMENT

The Board of Directors have developed a risk management
framework for the Company, identifying therein the elements of
risk and concern that may threaten the existence of the Company.
The senior management continuously evaluates the risk elements
through a systematic approach to mitigate or reduce the impact of
risk elements. The elements of risks and concerns are reviewed by
the Board of Directors. Discussion on risks and concerns have been
made under 'Management Discussion and Analysis Report’.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the brief details of the CSR Committee are
provided in the Corporate Governance Report, which forms part
of this Annual Report. The CSR policy is available on the website of
your Company at www.websolenergy.com.The details of the CSR
are given in Annexure II’ to this Report.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

The Company has not given any loan or provided any guarantee
or made any investment under provisions of Section 186 of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial
year were on an arm’s length basis and were in ordinary course
of business and the provision of Section 188 of the Companies
Act, 2013 are not attracted. There are no materially significant
related party transactions during the period under review made
by the Company with Promoters, Directors or other designated
person which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC- 2 is not required.
However, details of all related party transactions are given in Notes
to Financial Statements.

BOARD OF DIRECTORS, COMMITTEES AND
MANAGEMENT

Composition:

The composition of the Board of Directors and its Committees,
viz., Audit Committee, Nomination and Remuneration Committee,
Stakeholders’ Relationship Committee, Corporate Social
Responsibility Committee and Risk Management Committee are
constituted in accordance with Companies Act, 2013 (“the Act”)
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [“SEBI (LODR) Regulations, 2015”], wherever

applicable. The details are provided in Corporate Governance
Report which forms the part of the Annual Report.

Appointment

Considering the knowledge, expertise, experience, skills and
based on the recommendation of Nomination and Remuneration
Committee, the Board of Directors had appointed Mr. Rajeewa R
Arya, (DIN: 10620120) as the Non-Executive Non-Independent
Director of the Company in its meeting on 29^th May, 2024.

Mrs. Ritu S Jain (DIN: 00534451) and Mr. Shailesh Kumar Mishra
(DIN: 08068256) have been appointed as Non Executive
Independent Director of the Company on 30^th August, 2024 and
29^th October, 2024 respectively by the Board of Directors on the
recommendation of Nomination and Remuneration Committee.

Resignation

Mr. Kushal Agarwal (DIN: 10266809), Non-Executive Independent
Director has resigned from the directorship of the company
with effect from 6^th February, 2025 and Mr. Deven Kaushik (DIN:
07096599) Non-Executive Independent Director has retired from
the post of Directorship with effect from 10^th February, 2025.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least
two-third of the total number of Directors (excluding independent
directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not
exceeding five years from the date of their appointment and are not
liable to retire by rotation.

Accordingly Ms. Sanjana Khaitan (DIN: 07232095) Executive
Director, being the longest in the office among the Directors liable to
retire by rotation, retires from the Board this year and, being eligible,
has offered herself for re-appointment.

The brief resume and other details relating to Ms. Sanjana Khaitan
(DIN: 07232095) who is proposed to be re-appointed, as required
to be disclosed under Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is incorporated in
the annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

The details of Board and Committee Meetings held during the
Financial Year ended on 31^st March, 2025 and the attendance of the
Directors are set out in the Corporate Governance Report which
forms part of this report. The maximum time gap between any two
Board Meetings was not more than 120 days as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, Companies Act, 2013 and Secretarial Standard on Meetings
of the Board of Directors.

The details of meeting of Independent Directors are set out in the
Corporate Governance Report which forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations
from all the Independent Directors confirming their independence
as per provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The
Board relies on their declaration of independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated a programme for familiarising
the process and development in the plant of the Company in which
it was informed about the business model of the Company etc.
through various initiatives.

Further, at the time of appointment of an Independent Director,
the company issues a formal letter of appointment outlining their
role, function, duties and responsibilities as a director. The details
of programmes for familiarisation for Independent Directors are
available on the website of the Company www.websolenergy.com.

Annual Evaluation of Board’s Performance

In compliance with the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors in its meeting has
carried out an annual evaluation of its own performance, board
committees and individual directors. The details are provided
in Corporate Governance Report which forms the part of the
Annual Report.

Directors’ Responsibility Statement:

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

b) 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 the company at the end of the financial year
and of the profit / loss of the company for that period;

c) the directors had taken proper and sufficient care 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;

d) the directors had prepared the annual accounts on a going
concern basis;

e) 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; and

f) the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31^st March, 2025, the Company has
not appointed any Key managerial Personnel (KMPs) , hence there
is no changes in Key Managerial Personnel of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower
Policy to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior, actual
or suspected fraud or violation of the Company’s Code of Conduct
or Ethics Policy. It aims to provide an avenue for employees
through this policy to raise their concerns on any violation of
legal or regulatory requirements, suspicious fraud, misfeasance,
misrepresentation of any financial statements and reports. It also
provides for direct access to the Chairman of the Audit Committee.
The Vigil Mechanism/Whistle Blower Policy is being made available
on the Company’s website www.websolenergy.com.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act,
2013, the Board, on the recommendation of the Nomination
and Remuneration Committee, has framed a Nomination and
Remuneration Policy for selection, appointment and remuneration
of Directors and Key Managerial Personnel including criteria for
determining qualifications, positive attributes and independence
of Directors. The policy has been duly approved and adopted by
the Board, pursuant to the recommendations of the Nomination
and Remuneration Committee. The Remuneration Policy has been
uploaded on the Company’s website wwwwebsolenergy.com.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 in Form
MGT - 7 is in accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014 and will
be available on the website of the Company at www.websolenergy.
com.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint
venture. There was no Company which has become or ceased to
be Company’s Subsidiary, Joint Venture or Associate during the
Financial Year 2024-25.

DEPOSITS

During the year under review, your Company has neither accepted
nor renewed any deposits from public within the meaning of Section

73 of the Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS
ADEQUECY

The Company has established a system of internal controls,
policies, and procedures to ensure the orderly and efficient conduct
of its operations. This system is designed to support compliance
with Company policies, safeguard assets, prevent and detect
fraud and errors, ensure the accuracy and completeness of
accounting records, and enable the timely preparation of reliable
financial disclosures.

The existing internal financial control framework is aligned with
applicable statutory requirements. Its effectiveness is continuously
monitored through management reviews, self-assessment
mechanisms, and independent evaluations conducted by the
Internal Auditor.

AUDIT AND ALLIED MATTERS
Statutory Auditor

M/s G. P Agrawal & Co., (FRN: 302082E) Chartered Accountants,
was re-appointed as Statutory Auditors of the Company at the 33^rd
Annual General Meeting held on 21^st September, 2023 for a term of
5 consecutive years to hold office till the conclusion of 38^th Annual
General Meeting to be held in the year 2028.

The requirement to place the matter relating to appointment of
Auditors for ratification by members at every AGM has been done
away with by Companies (Amendment) Act, 2017 with effect
from 7^th May, 2018 issued by Ministry of Corporate Affairs (MCA).
Accordingly, no resolution is being proposed for ratification of
appointment of Statutory Auditors at the ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified
from continuing as Auditors of the Company.

The Statutory Auditor Report to the Members for the year ended
31^st March, 2025 does not contain any qualification, reservation,
adverse remark or disclaimer. Also there has been no instance of
fraud reported by the statutory auditors for the period under review.

Internal Auditor

As recommended by the Audit Committee, the Board of Directors
had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants,
as Internal Auditors of the Company to conduct internal audit and
their report on findings is submitted to the Audit Committee on
periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors had
re-appointed Mr. Abhijit Majumdar, Company Secretary in Practice,

to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the Financial Year 2024-25 in the prescribed Form
MR-3 is appended as 'Annexure III’ to this Board’s Report.

COSTRECORDS

The Company is not required to maintain cost records as specified
by the Central Government under sub-section (1) of Section 148 of
the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance.
As per Regulation 34 read with Schedule V (C) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
Report on Corporate Governance along with a certificate received
from the Secretarial Auditors confirming compliance is annexed
and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS

There were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year under review
impacting the going concern status and the operations of the
Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH
Act’) and Rules made thereunder, your Company have constituted
Internal Complaints Committee for providing a redressal mechanism
pertaining to sexual harassment of women employees at workplace.
The table below provides details of complaints received/disposed
during the financial year 2024-25:

During the year under review, no complaint was filed under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

REMUNERATION RATIO TO DIRECTORS/KMP/
EMPLOYEES

The disclosures pertaining to remuneration and other details as
required under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure IV’ forming part of this report.

OTHER DISCLOSURES

Secretarial Standards

The company has complied with the applicable provisions of
Secretarial Standards SS-1 and SS-2 with respect to convening
of Board Meetings and General Meetings during the period
under review.

Proceeding pending under the Insolvency and
Bankruptcy Code, 2016

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year is not applicable.

Business Responsibility and Sustainability Report

Regulation 34(2) (f) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is applicable to the Company during the year under review,
based on the market capitalization. Your Company becomes
top 1000 Listed Company based on market capitalization in the
previous financial year. The BRSR is annexed to and forms part of
Annual Report describing the initiatives taken by the Company from
the Environment, Social and Governance perspective.

Insurance

The Company has taken appropriate insurance for all assets against
foreseeable perils.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance
and co-operation received from the Government authorities,
financial institutions, banks, customers, vendors and members
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services
continuously being rendered by the Company’s executives, staff
and workers.

For and on behalf of the Board
Websol Energy System Limited

Sohan Lal Agarwal

Chairman & Managing Director
(DIN: 00189898)

Sanjana Khaitan

Place: Kolkata Executive Director

Date: September 01, 2025 DIN: 07232095