Your Directors have pleasure in presenting Company's 35^th Board Report along with the audited financial statements
of your Company for the financial year ended March 31, 2025.

1) FINANCIAL STATEMENTS

The summarised standalone statements of your Company are given in the table below:

' in Crores except EPS

2) STATE OF COMPANY'S AFFAIRS

During the year under review the Company
successfully commissioned and operationalised
module manufacturing facility of 1.6 GW at its
factory premises located in the state of Texas, USA.
In addition, the Company's subsidiary, Indosolar
Limited, commenced commercial production with
a capacity of 1.3 GW at its facility in Noida, Uttar
Pradesh, with these additions, the Company's
total module manufacturing capacity for the year
stands at 15 GW.

The commissioning of these new capacities has
strengthened the Company's ability to pursue and
fulfil larger orders, both in domestic and international
markets. The management is confident that the
enhanced manufacturing capability will enable
the Company to address growing demand and
capitalise on substantial opportunities in the
renewable energy sector, thereby supporting its
vision of expanding market share and driving long¬
term growth.

During the year, the Company continued the
outstanding run from previous year to register a
significant growth in exports to markets like USA
and sizably improved the order book from major
developers. PV module production increased to
7133 MW in FY 2024-25 as against 4773 MW in
FY 2023-24.

During the year under review, the Company
achieved ~ 19 % growth in total revenue from
operations to ' 12,764.55 Crores as against
' 10,717.64 Crores in the previous year. The Company
registered significant growth in PAT to ' 1782.16
Crores as against ' 1147.98 Crores in previous year.

3) CREDIT RATING

CARE Ratings has reviewed / revised rating for the
Long-Term Bank Facility with CARE A ; Stable (Care
Single A Plus; Outlook: Stable) and for Short Term
Bank Facility with CARE A1 (Care A One Plus). This
indicates Company's sound financial health and its
ability to meet the financial obligations.

The Board of Directors has decided to retain the
entire amount of profits for FY 2024-25 in Profit and
Loss account.

6) CHANGES IN SHARE CAPITAL

During the financial year 2024-25, the Company
successfully launched an Initial Public Offer (IPO)
by way of fresh issue and an Offer for Sale (OFS)
aggregating to 2,87,52,095 equity shares of face
value of ' 10 each for cash, at a price of ' 1503 per
equity share (including a premium of ' 1493 per
equity share) aggregating to ' 4,321.44 Crores.

The IPO comprised of (a) fresh issue of 2,39,52,095
equity shares aggregating to ' 3,600 Crores (b) an
offer for sale of 43,50,000 equity shares aggregating
to ' 653.80 Crores by Waaree Sustainable Finance
Private Limited, and (c) 4,50,000 equity shares
aggregating to ' 67.63 Crores by Chandurkar
Investments Private Limited. The equity shares were
allotted to eligible applicants on October 23, 2024,
and the listing and trading of the Company's shares
commenced on October 28, 2024, on BSE Limited
and National Stock Exchange of India Limited.

Consequently, the issued, subscribed and
paid-up share capital of the Company was at
' 287.28 Crores comprising of 28,72,83,199 equity
shares of face value of ' 10 each as on March 31, 2025,
as against ' 262.96 Crores comprising of 26,29,61,550
equity shares of face value of ' 10 each as on
March 31, 2024. The Company has only one class of
equity shares.

7) MATERIAL CHANGES AND COMMITMENTS
Expansion of business

During the year under review the Company has
commissioned 1.6 GW of module manufacturing

facilities at Texas in the USA and 1.3 GW at Noida
in the state of UP and 5.4 GW cell production
at Chikhli in the state of Gujarat. The Board of
Directors at its meeting held on June 20, 2025, has
approved a proposal for the change in location
of the projects, from Odisha to Gujarat (for solar
cell and module manufacturing capacity) and
Maharashtra (for Ingot-Wafer manufacturing
capacity) subject to the approval of the
shareholders. The shareholders has approved
the special resolution for the change in location
which is effective from August 02, 2025. Further,
the total cost of setting up these plants remains in
line with the objects of the IPO issue. The Board of
Directors at its meeting held on July 28, 2025, has
approved an additional capex of ' 2,754 Crores
for expansion of cell capacity by 4 GW in Gujarat
and Ingot-wafer by 4 GW in Maharashtra.

8) PARTICULARS OF LOANS, GUARANTEES
SECURITY AND INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

Disclosure on details of loans, guarantees and
investments pursuant to the provisions of Section
186 of the Companies Act, 2013 ('the Act') are
provided in the audited financial statements for the
period ended March 31, 2025. Further register under
Section 186 is maintained and kept at the registered
office of the Company pursuant to the Companies
Act, 2013 and its amendment thereof.

9) SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on March 31, 2025, the Company has 16
subsidiaries, details of which are tabled below:

10) NAME OF SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES CEASED DURING THE
YEAR

There were no Subsidiaries, Joint Venture or
Associate Companies ceased during the year
under review.

11) PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

All related party transactions that were entered into
during the financial year were on arm's length basis.
The particulars of such contract or arrangements
entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the
Companies Act, 2013, are furnished herewith in
Annexure II in Form No. AOC-2.

12) ANNUAL RETURN

The Annual Return as required under Section
92 and Section 134 of the Companies Act,

2013 read with Rule 12 of the Companies
(Management and Administration) Rules,

2014 is available on the Company's website
https://waaree.com/investor/annual-return/.

13) CHANGE IN THE NATURE OF BUSINESS

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

14) DEPOSITS

Your Company has neither accepted / renewed any
deposits from public during the year nor has any
outstanding deposits in terms of Section 73 of the
Companies Act, 2013. Further there were no Deposits
which are not in compliance of the requirements of
Chapter V of the Companies Act, 2013.

15) ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

Auditors have given report on Internal Financial
Controls under clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013. The Company has
an Internal Control System, commensurate with
the size, scale and complexity of its operations. The
Audit Committee comprises of qualified Directors,
who interact with the statutory auditors, internal
auditors and management in dealing with matters.
Your Company has a proper and adequate
system of internal controls. These controls ensure
that transactions are authorised, recorded and
reported correctly and assets are safeguarded

and protected against loss from unauthorised
use or disposition. To maintain its objectivity and
independence, the internal auditor monitors and
evaluates the efficacy and adequacy of internal
control system in the Company, its compliance
with operating systems, accounting procedures
and policies at all locations of the Company and its
subsidiaries. Based on the report of internal auditor,
process owners undertake corrective action in
their respective areas and thereby strengthen the
controls. Significant audit observations, if any and
corrective actions proposed to fix the observations
are presented to the Audit Committee of the Board.

16) NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES

Regular meetings of the Board and its Committees
are held to discuss and decide on various business
policies, strategies, financial matters and other
businesses. Due to business exigencies, the Board
has also been approving several proposals by
circulation from time to time.

During the FY 2024-25, (12) Board Meetings were
convened and held, the details of which are given in
the Report on Corporate Governance, which forms
part of this Annual Report .

Details of the various Committees constituted by
the Board, including the Committees mandated
pursuant to the applicable provisions of the
Companies Act 2013 and SEBI Listing Regulations,
are given in the Corporate Governance Report,
which forms part of this Annual Report.

17) COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee,
which has Mr. Rajender Mohan Malla as the
Chairman and Ms. Richa Manoj Goyal and Mr. Hitesh
Pranjivan Mehta as members. More details on the
Committee are given in the Corporate Governance
Report forming part of this Report. During the year
under review, all recommendations made by the
Audit Committee were accepted by the Board.

18) BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As of March 31, 2025, your Company's Board had
eight members comprising of one Managing
Director, three Whole-time Directors, and four
Independent Directors, including one Woman
Director. The details of Board and Committee
composition, tenure of directors, and other details

are available in the Corporate Governance Report,
which forms part of this Report.

Directors

Appointment/Reappointment

Based on the recommendation of the Nomination
and Remuneration Committee ("NRC") the Board
of Directors has appointed Dr. Amit Paithankar
(DIN: 02435057) as an Additional Director with effect
from December 23 , 2024 and the shareholders by
way of Postal Ballot on March 18, 2025 approved his
appointment as Whole-time Director designated
as Whole-time Director and CEO liable to retire by
rotation for a period of 5 years with effect from
December 23, 2024 till December 22, 2029.

Independent Director

Based on the recommendations of the Nomination
and Remuneration Committee ("NRC") the Board of
Directors has appointed Mr. Rajinder Singh Loona
(DIN: 02305074) as an Additional Director with
effect from March 26,2025 and the shareholders
by way of Postal Ballot on June 14, 2025 approved
his appointment as Non-Executive Independent
Director for a period of 5 years with effect from
March 26, 2025 till March 25, 2030.

Based on the recommendations of the Nomination
and Remuneration Committee ("NRC"), the Board
of Directors has appointed Mr. Mahesh Ramchand
Chhabria (DIN: 00166049) as an Additional Director
with effect from July 1, 2025, and further as a Non¬
Executive Independent Director for a term of five
years from July 1, 2025 to June 30, 2030, subject to
the approval of the shareholders at the ensuing
Annual General Meeting.

Re-appointment of Director(s) retiring by
rotation

In accordance with the provisions of Section
152 of the Companies Act, 2013 with rules made
thereunder and the Articles of Association of the
Company, Mr Hitesh Pranjivan Mehta (DIN:00207506)
is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for re-appointment. The Board recommends the
re-appointment of Mr. Hitesh Pranjivan Mehta as
Director for your approval.

Brief details as required under Secretarial Standard
- 2 are provided in the Notice of the Annual General
Meeting being sent to the shareholders along with
the Annual Report.

Cessation and Retirement

Dr. Arvind Ananthanarayanan had resigned from
the position of the Non-Executive, Non-Independent
Director w.e.f. December 23, 2024 due to his pre¬
occupation and unavailability in India. Dr. Arvind
confirmed that there was no other material reason
other than those provided herein above. The Board
recognised and expressed their gratitude for the
contributions made by Dr. Arvind during his tenure
as the Non-Executive Director of the Company.

Mr. Jayesh Dhirajlal Shah was appointed as Non¬
Executive, Independent Director for the first term of
5 (Five) consecutive years, w.e.f. March 26, 2016 to
March 25, 2021 and further, was re-appointed for the
second term w.e.f March 26, 2021 to March 25, 2025.

Pursuant to completion of his 2nd term which is the
maximum allowed under the Companies Act 2013
and SEBI Listing Regulations Mr Jayesh Dhirajlal Shah
retired w.e.f March 26, 2025. The Board placed on
record its appreciation for the contribution made
by Mr. Shah during his tenure as Non-Executive,
Independent Director of the Company.

Key Managerial Personnel

During the year under review, Mr. Amit Ashok
Paithankar CEO was appointed as Whole-time
Director designated as Whole-time Director and
Chief Executive Officer w.e.f. December 23, 2024.
Ms. Sonal Shrivastava was appointed as the Chief
Financial Officer w.e.f September 26, 2024.

In accordance with the provisions of Section 2(51)
and Section 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, including
any statutory modification(s) or re-enactment(s)
thereof for the time being in force the following are
the KMP's of the Company:

• Mr. Hitesh Chimanlal Doshi - Chairman and
Managing Director

• Mr. Viren Chimanlal Doshi - Whole-time Director

• Mr. Hitesh Pranjivan Mehta - Whole-time
Director

• Mr. Amit Ashok Paithankar - Whole¬
time Director and Chief Executive Officer
(w.e.f December 23, 2024)

• Ms. Sonal Shrivastava - Chief Financial Officer
September 03, 2024

• Mr. Rajesh Ghanshyam Gaur - Company
Secretary

19) skills/ expertise/ competencies identified

BY THE BOARD OF DIRECTORS

The Board of Directors have identified the following

core skills/ expertise/competencies of independent

directors in the context of Company's business:

• Leadership and Management: Wide
management and leadership experience
including in areas of strategic planning, business
development, mergers and acquisitions etc.
focusing on strong business development both
organic and in-organic way.

• Financial Expertise: Knowledge and skills in
accounting, finance, treasury management, tax
and financial management of large corporations
with understanding of capital allocation, funding
and financial reporting processes.

• Risk Management: Ability to understand and
assess the key risks to the organisation, legal
compliances and ensure that appropriate
policies and procedures are in place to effectively
manage risk.

• Global Experience: Global mindset and staying
updated on global market opportunities,
competition experience in driving business
success around the world with an understanding
of diverse business environments, economic
conditions and regulatory frameworks.

• Corporate Governance & ESG: Experience in
implementing good corporate governance
practices, reviewing compliance and governance
practices for a sustainable growth of the
Company and protecting stakeholders' interest.
The current composition of the Board meets the
requirements of skills, expertise a competencies
as identified above.

• Industry and Sector Experience: Knowledge and
experience in the business sector to provide
strategic guidance to the management in fast
changing environment.

• Mergers and Acquisitions: Proficiency in
evaluating build vs. buy strategies, assessing
strategic fit of M&A targets, and overseeing
integration planning.

20) PARTICULAR OF EMPLOYEES AND

REMUNERATION

Details as required under the provisions of section

197(12) of the Act read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing,
inter alia, ratio of remuneration of directors and
KMP to median remuneration of employees and
percentage increase in the median remuneration
are annexed to this Directors' Report as 'Annexure
VII'. Further, a statement containing details of top
ten employees in terms of the remuneration drawn
and other specified employees as required under
the provisions of section 197(12) of the Act read with
rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, forms part of this Directors'
Report. In terms of the provisions of section 136 of
the Act, the report is being sent to the members
excluding the aforesaid statement. This statement
will be made available by email to members of the
Company seeking such information. The members

22) STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS

The Independent Directors have submitted their
disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 so as to qualify themselves to

can send an email to investorrelations@waaree.
com. It shall also be kept open for inspection by any
member at the registered office of the Company
during business hours.

21) EMPLOYEE STOCK OPTION PLAN

The Company has implemented Employee Stock
Option Plan 2021 and created option pool of
1,00,00,000 options for the eligible employees.
During the year under review the Nomination
and Remuneration Committee approved grant
of 3,01,210 options to eligible employees of the
Company.

Details as required under Section 62 (1) (b) Rule 12
(9) of Share Capital and Debenture Rules 2014 are
as below:
be appointed as an Independent Directors under the
provisions of the Companies Act, 2013, its rules and
its amendments thereof. The Independent Directors
have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data bank

of Independent Directors maintained by the Indian
Institute of Corporate Affairs.

In the opinion of the Board and as confirmed by
Independent Directors, they fulfil the conditions
specified in Section 149(6) of the Companies Act,
2013 and the Rules made thereunder about their
status as Independent Directors of the Company.

23) ANNUAL EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS

Nomination and Remuneration Committee ("NRC")
has carried out the evaluation of the performance of
the Board as a whole, functioning of the Committees
of the Board, individual Directors and the Chairperson
of the Board, in accordance with the applicable
provisions of the Companies Act, 2013.

Detailed questionnaires were sent to the NRC
members. The performance of the Board was
evaluated on the basis of various criteria such as
composition of the Board, information flow to the
board and its dynamism, strategic issues, roles
and functions of the Board, relationship with the
management, engagement with the Board and
external stakeholders and other development areas.
The performance of the Committees was evaluated
after seeking the inputs of committee members
on the criteria such as understanding the terms of
reference, Committee composition, Independence,
contributions to Board decisions, etc. The performance
of the individual Directors was evaluated after seeking
inputs from all the Directors other than the one who is
being evaluated. The NRC committee was satisfied
with the overall performance of Board, Committee
and all the Directors.

The evaluation results confirmed a strong level of
commitment and engagement from the Board
and its various committees. The recommendations
arising from the evaluation were discussed at the
Independent Directors' meeting held on March 25,
2025. These suggestions were reviewed by the Board
with a view to enhancing the effectiveness and
functioning of the Board and its committees.

24) COMPANY'S POLICY RELATING TO
REMUNERATION FOR THE DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES

The Company's Policy on remuneration of Directors,
Key Managerial Personnel and other employees

including criteria for determining qualifications,
positive attributes, independence of Directors and
other matters provided under sub-section (3) of
section 178 of the Companies Act, 2013 is furnished
in Annexure III and is attached to this report.

25) STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY

The Company has in place a mechanism to identify,
assess, evaluate, monitor and mitigate various risks
to key business objectives. Major risks as identified
by the management are systematically addressed
through mitigating actions on a continuing basis.

26) DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON CORPORATE
SOCIAL RESPONSIBILITY (CSR)

The details about the development of CSR Policy
and initiatives taken by the Company on CSR
during the year as per the Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014
have been appended as Annexure IV attached to
this report.

The CSR committee meeting was held on
September 2, 2024 during the financial year 2024¬
25 wherein all the members were present.

The Corporate Social Responsibility ("CSR")
Committee consists of the following members:

27) BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT ("BRSR")

In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the
Company's performance on Environment, Social
and Governance parameters for FY 2024-25 in the
prescribed format, is part of this Integrated Report.
Cross-references are provided in relevant sections
of this Integrated Report with suitable references to
the BRSR.

In terms of Listing Regulations, the Company has
obtained BRSR Reasonable assurance on BRSR Core
Indicators and Limited assurance on select BRSR
indicator from Bureau Veritas (India) Private Limited.

28) CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing
Regulations, Report on Corporate Governance along
with the certificate from a Practicing Company
Secretary certifying compliance with conditions of
Corporate Governance is annexed to this Report.

29) MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as
required in terms of the SEBI Listing Regulations, is
annexed to this Report.

30) STATUTORY AUDITORS AND AUDITOR'S REPORT

Pursuant to Section 139 of the Companies Act, 2013
read with rules made thereunder, as amended,
M/s. S R B C & Co. LLP, Chartered Accountants (Firm
Registration No.: 324982E/ E300003) were appointed
as the Statutory Auditors of your Company, for
the first term of 5 years commencing from the
conclusion of the 32^nd AGM of the Company till the
conclusion of the 37^th AGM of the Company to be
held in the year 2027.

The Statutory Auditors have confirmed that they
are not disqualified to continue as Statutory
Auditors and are eligible to hold office as Statutory
Auditors of your Company. Representative of M/s. S
R B C & Co. LLP, Statutory Auditors of your Company
attended the previous AGM of the Company
held on September 27, 2024. Statutory Auditors
have expressed their unmodified opinion on the
Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers. The
Notes to the financial statements referred in the
Auditor's Report are self-explanatory. The Auditor's
Report is enclosed with the financial statements
forming part of this Annual Report.

31) COST AUDIT AND COST RECORDS

The Board has appointed M/s V J Talati & Co. Cost
Accountants, having Firm Registration Number
R00213 as the Cost Auditor for carrying out the Audit
of Cost Accounting Records for the financial year
2025-26 on remuneration of ' 1,20,000/- (Rupees
One lac twenty thousand) plus reimbursement of
out-of-pocket expenses and applicable taxes if any.

A resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the Cost
Auditors for FY 2025-26 is provided in the Notice of
the ensuing Annual General Meeting.

In accordance with the provisions of Section 148(1) of
the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, the Company
has maintained cost records.

32) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

M/s Makarand M Joshi & Co. Practicing Company
Secretaries (Firm Registration Number:
P2009MH007000), were appointed as the
Secretarial Auditor of the Company for a period
of 5 consecutive years, commencing from
FY 2025-26 to FY 2029-30, at the Board meeting held
on July 28, 2025, based on the recommendation of the
Audit Committee of Directors, subject to the approval
of the Members at the ensuing AGM of the Company.
They will undertake secretarial audit as required and
issue the necessary secretarial audit report for the
aforesaid period in accordance with the provisions
of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the Listing Regulations. They have
confirmed that their appointment complies with
the eligibility criteria in terms of Listing Regulations.
The resolution seeking Members' approval for their
appointment forms part of the Notice.

The Secretarial Audit Report confirms that the
Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances. The
Secretarial Audit Report is provided as Annexure-V
to this Report. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse
remarks or disclaimers.

33) INTERNAL AUDITOR

The Board of Directors of the Company appointed
M/s. Mahajan and Aibara Chartered Accountants
LLP to conduct Internal Audit of the Company for
the period under review. The Internal Auditor has
conducted audit of financial year 2024-25 and
submitted report thereof to the management of
the Company. The Internal Auditor's Report does not
contain any qualification, reservation or adverse
remark requiring any explanations / comments by
the Board of Directors.

34) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors of the Company
have reported any frauds to the Audit Committee
or to the Board of Directors under Section 143(12)
of the Companies Act, 2013 including rules made
thereunder.

35) MANAGEMENT EXPLANATION ON AUDITORS
OBSERVATIONS

Statutory Auditor, Secretarial Auditor and Internal
Auditor have given a report without any qualification
or adverse remarks. Hence no explanation is
required to be provided by the Board of Directors/
Management.

36) SECRETARIAL STANDARDS (SS)

During the financial year, the Company has
complied with the applicable Secretarial Standards
i.e. SS-1 and SS-2 relating to 'Meetings of the Board of
Directors' and 'General Meetings' respectively.

37) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed
by the regulators or courts or tribunals impacting the
going concern status and Company's operations in
future.

38) APPLICATIONS OR PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY CODE 2013

The Company has not made any applications
neither there are any proceedings pending under
the Insolvency and Bankruptcy Code, 2016 during
the year.

39) CAUTIONARY STATEMENT

Statement in this report, Notice to shareholders or
elsewhere in this Report, describing the objectives,
projections, estimates and expectations may
constitute 'Forward Looking Statement' within
the meaning of applicable laws and regulations.
Actual results might differ materially/marginally
from those either expressed or implied in the
statement depending on the market conditions
and circumstances.

40) PREVENTION OF SEXUAL HARRASSMENT AT
WORKPLACE ("POSH")

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and

the Rules made thereunder, the Company has in
place a policy which mandates no tolerance against
any conduct amounting to sexual harassment of
women at workplace. The Company has constituted
Internal Complaints Committee(s) (ICCs) to redress
and resolve any complaints arising under the POSH
Act. The Company has not received any complaints
during the year.

Your Company has always believed in providing
safe and harassment free workplace for every
individual working in its premises through various
interventions and practices. The Company ensures
that the work environment at all its locations is
conducive to fair, safe and harmonious relations
between employees. It strongly believes in upholding
the dignity of all its employees, irrespective of their
gender or seniority. Discrimination and harassment
of any type are strictly prohibited. Training /
awareness programme are conducted throughout
the year to create sensitivity towards ensuring
respectable workplace. During the year the Human
Resource department has conducted training on
POSH for the employees of the Company.

Maternity Benefits

The Company hereby confirms that it is in
compliance with the provisions of the Maternity
Benefit Act, 1961, including the following:

• Adequate provisions have been made for
grant of maternity leave to eligible women
employees, in accordance with the prescribed
norms under the Act.

• All eligible women employees have been
provided maternity leave with full salary and
benefits during the period of such leave.

• Maintenance of records and registers as
required under the Act.

The Company remains committed to maintaining
a supportive and inclusive workplace, ensuring
full compliance with all applicable labour laws
including those related to maternity benefits.

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

The information pertaining to Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure VI to this report.

42) VIGIL MECHANISM

The Company believes in the conduct of affairs
of its constituents in a fair and transparent
manner by adopting the highest standards of,
honesty, integrity and ethical behaviour. Company
has adopted a whistle blower policy and has
established the necessary vigil mechanism for
directors and employees in confirmation with
Section 177 of the Companies Act, 2013 to facilitate
reporting of the genuine concerns about unethical
or improper activity, without fear of retaliation.
The vigil mechanism of the Company provides
for adequate safeguards against victimisation of
whistle blowers who avail of the mechanism and
also provides for direct access to the Chairman
of the Audit Committee in exceptional cases. No
person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on
the website of your Company at www.waaree.com.

43) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5)
of the Companies Act, 2013 the Board hereby submit
its responsibility Statement:

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

(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 of your 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 the 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; and

(e) 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.

44) GENERAL

Your Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions on these items during the
year under review:

The Company has not accepted any deposits
from the public or otherwise in terms of Section 73
of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014 and as such,
no amount on account of principal or interest on
deposits from public was outstanding as on the
date of Balance Sheet.

The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.
No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

There has been no change in the nature of business
of the Company as on the date of this report
The Auditors have not reported any matter under
Section 143 (12) of the Act, therefore no detail is
required to be disclosed under Section 134(3)(ca) of
the Act.

45) ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks
to bankers, business associates, consultants, and
various government authorities for their continued
support extended to your Companies activities
during the year under review. Your Directors
deeply appreciate the committed efforts put
in by employees at all levels, whose continued
commitment and dedication contributed greatly
to achieving the goals set by your Company.
Your Directors also acknowledges gratefully the
shareholders for their support and confidence
reposed on your Company.

For and on behalf of the Board of Directors
Waaree Energies Limited

Hitesh Chimanlal Doshi

Place: Mumbai Chairman & Managing Director

Date: July 28, 2025 DIN: 00293668