2) STATE OF COMPANY''S AFFAIRS

During the year under review the Company
successfully commissioned and operationalized
additional 4.85 GW module manufacturing facility
at its factory premises located in Chikhli and 3
GW module manufacturing facility at its factory
premises located in Samakhiali in the state of
Gujarat. With these additions, the Company''s
total module manufacturing capacity for the year
stands at 22.75 GW.

The commissioning of these new capacities has
strengthened the Company''s ability to pursue and
fulfil larger orders, in domestic and international
markets. The management is confident that the
enhanced manufacturing capability will enable
the Company to address growing demand and
capitalize 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
9840 MW in FY 2025-26 as against 6544 MW in
FY 2024-25.

During the year under review, the Company
achieved ~ 64.40 % growth in total revenue
from operations to '' 20,990.51 crores as against
'' 12,764.55 crores in the previous year. The Company
registered significant growth in PAT to '' 3,762.38
crores as against '' 1,782.16 crores in previous year.

3) CREDIT RATING

CARE Ratings has reviewed/revised the rating for the
Long-Term Bank Facility to CARE AA - ; Stable (CARE
Double AA Minus; Outlook: Stable) and for the Short¬
Term Bank Facility to CARE A1 (CARE A One Plus).

This indicates Company''s sound financial health
and its ability to meet the financial obligations.

4) DIVIDEND

Based on the Company''s performance, the Board
recommended an Interim dividend of '' 2.00 per
share and final dividend of '' 2.00 per share on
28,76,51,335 equity shares of '' 10 each, subject to
the approval of the Members. The total dividend
for the financial year, including the proposed final
dividend amounts to '' 4.00 per equity share, leading
to a total dividend payout of '' 115,05,84,480 for the
year. Pursuant to the Finance Act, 2020, dividend

The Board of Directors has decided to retain the entire
amount of profits for FY 2026 in Profit and Loss account.

6) CHANGES IN SHARE CAPITAL

During the financial year 2025-26, the Company
has made ESOP allotment of 3,68,136 shares.

Consequently, the issued, subscribed and paid-
up share capital of the Company was at g 287.65
crores comprising of 28,76,51,335 equity shares of
face value of g 10 each as on March 31, 2026, as
against g 287.28 crores comprising of 28,72,83,199
equity shares of face value of g 10 each as on
March 31, 2025. The Company has only one class of
equity shares.

7) MATERIAL CHANGES AND COMMITMENTS

During the first quarter of FY 2027 Waaree
Renewable Energies Australia Pty Ltd ceased to
be subsidiary of the Company. Waaree Semicon
Private Limited became step-down subsidiary of
the Company.

income is taxable in the hands of the Members
effective April 1, 2020, and the Company is required
to deduct tax at source (TDS) from dividend paid
to the Members at rates prescribed as per the
Income-Tax Act, 1961. The Record date for the
purpose of the final dividend for the financial year
ended March 31, 2026, is September 11, 2026. The
Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), is
available on the Company''s website athttps://
www.waaree.com/upload/media/dividend
distribution policy 1758518582.pdf

Expansion of business

As on March 31, 2026, the Company has 22.75
GW of module manufacturing capacity at its
various plants situated at Surat, Nandigram, Tumb
and Shri Godijee, Chikhli, in the State of Gujarat.
During the year under review the Company has
commissioned 3 GW of module manufacturing
facilities at Samakhiali, Dist Kutch in the State of
Gujarat. The Company is in the process of setting
up its Cell, ingot-wafer plant at Unn in Gujarat and
Nagpur in Maharashtra.

Others

During the year, the U.S. Customs and Border
Protection ("CBP") formally commenced an
investigation against the Holding Company and
its subsidiary, Waaree Solar Americas, Inc. under
the Trade Facilitation and Trade Enforcement
Act of 2015, known as the Enforce and Protect Act
(EAPA). The investigation pertains to the origin of
components used in solar modules manufactured

by the Holding Company in India and exported to
United States of America (USA) and related duties
applicable thereon since January 2021. Based
on external legal advice and management''s
assessment, the Holding Company has recognised
a provision of g 294.78 crores. Further, the Holding
Company based on its best estimates and in
consultation with legal counsel perfected its prior
disclosure with CBP. Pending final outcome, no
further adjustments have been made to these
consolidated financial statement.

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, 2026. 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.

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

During the year under review Rasila International
Pte Limited ceased to be the subsidiary of
the Company.

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 websitehttps://www.waaree.com/
investor/annual-report/.

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
transactions are authorized, recorded and
reported correctly and assets are safeguarded
and protected against loss from unauthorized
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) MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Management Discussion
and Analysis Section has been presented in a
separate section which forms part of this Integrated
Annual Report.

17) BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR):

In compliance with Regulation 34(2)(f) of SEBI
Listing Regulations, read with SEBI Master Circular
HO/49/14/14(7)2025-CFDPOD2/i/3762/2026 dated
30^th January, 2026, the Business Responsibility
& Sustainability Report ("BRSR"), for FY 2025-26
has been presented in a separate section which
forms part of this Integrated Annual Report. In
terms of Listing Regulations, the Company has
obtained, BRSR Reasonable assurance on BRSR Core
Indicators from Bureau Veritas (India) Private Ltd.

18) CORPORATE GOVERNANCE:

In compliance with Regulation 34 read with
Schedule V of the SEBI Listing Regulations, the
Corporate Governance Report for FY 2025- 26, has
been presented in a separate section which forms
part of this Integrated Annual Report.

19) 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 2025-26, (13) 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.

20) 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.

21) BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As of March 31, 2026, 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

The shareholders of the Company at the 35^th Annual
General Meeting held on September 24, 2025,
approved the appointment of Mr. Mahesh Chhabria
(DIN:00166049) as a Non - Executive Independent
Director of the Company.

Based on the recommendation of the Nomination
and Remuneration Committee (''NRC'') the Board
of Directors has appointed Mr Jignesh Rathod
(DIN: 11121448) as an Additional Director with effect
from March 21, 2026 and the shareholders by way
of Postal Ballot on June 13, 2026 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
March 21, 2026 till March 20, 2031.

Re-appointment of Director(s) retiring by
rotation

In accordance with the provisions of Section
152 of the Companies Act, 2013 with rules made
there under and the Articles of Association of
the Company, Mr. Viren Doshi (DIN: 00207121) 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. Viren Doshi 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. Amit Paithankar had resigned from the position
of the Whole-time Director and CEO w.e.f. March 21,
2026 to pursue his career outside Waaree Group.
Dr. Amit Paithankar 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. Amit Paithankar during his tenure as the Whole¬
time Director and CEO of the Company.

Key Managerial Personnel

During the year under review, Mr. Jignesh Rathod
was appointed as Whole-time Director and Chief
Executive Officer w.e.f. March 21, 2026. Ms Sonal
Shrivastava resigned as Chief Financial Officer of

the Company from close of business hours on 20^th
March 2026. Mr. Abhishek Pareek was appointed as
the Chief Financial Officer w.e.f 21^st March 2026.

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. Jignesh Devchand Rathod - Whole Time
Director and Chief Executive Officer w.e.f March
21, 2026

• Mr. Abhishek Pareek - Chief Financial Officer w.e.f.
March 21, 2026

• Mr. Rajesh Ghanshyam Gaur - Company Secretary

22) 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:

i. Financial Expertise - Hands on experience
in complex financial management and
experience and expertise in accounting
principles, fund raising and auditing.

ii. Governance and Risk Management -

Experience in developing governance practices,
suggesting insights about management and
accountability and driving corporate ethics
and values, assess and manage risk.

iii. Business Strategy - Expertise in strategizing
business decisions with a view to grow sales
and market shares, build brand awareness
and leading management teams to make
strategic choices.

iv. Leadership - Expertise in developing talent,
furthering representation and diversity and
other strategic human resource advisory.

23) PARTICULAR OF EMPLOYEES AND
REMUNERATION

Details as required under the provisions of
section 197(12) of the Act read with rule 5(l) 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 VI''. 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 can send
an email to[email protected]. It shall
also be kept open for inspection by any member
at the registered office of the Company during
business hours.

24) 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 shareholders
of the Company through Postal Ballot passed a
Special Resolution approving the amendment to
"Waaree - Employee Stock Option Plan 2021" ("ESOP
2021" / "Plan"), thereby, extending the benefits to the
eligible employees of the Subsidiary Companies.

25) 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
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 fufil 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.

26) 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.

27) 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 employee
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 available
on the website of the Company athttps://www.
waaree.com/upload/media/nomination and
remuneration policy 1775655039.pdf.

28) 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.

29) 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 III attached to
this report.

The CSR committee meeting was held on May 19,
2025 and October 01, 2025 during the financial year
2025-26 wherein all the members were present.

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

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 24, 2025. 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
2026-27 on remuneration of '' 1,30,000/- (Rupees One
Lakh Thirty Thousand Only) 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 2026-27 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) [Peer Review Certificate

No.: 6832/2025], have been appointed as the
Secretarial Auditor of the Company for their first
term of five (5) consecutive years, from FY 2025-26
to FY 2029-30. The Board of Directors, at its meeting
held on July 28, 2025, on the recommendation
of the Audit Committee, recommended the
said appointment, which was approved by the
Members at the Annual General Meeting held on
September 24, 2025, in accordance with Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the
Listing Regulations, as amended. M/s Makarand
M Joshi & Co. have confirmed their eligibility for the
appointment, including that they hold a valid peer
review certificate, and that the appointment is in
compliance with the criteria specified under the
Listing Regulations.

The Secretarial Audit Report for FY 2025-26, forming
part of this Report as Annexure-IV, confirms that
the Company has complied with the applicable
provisions of the Act, rules, regulations and
guidelines, and does not contain any qualification,
reservation, adverse remark or disclaimer.

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 2025-26 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 2016

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 express or implied in the
statement depending on the market conditions
and circumstances.

40) PREVENTION OF SEXUAL HARRASSMENT AT
WORKPLACE

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 V to this report.

42) VIGIL MECHANISM

The Company believes in the conduct of affairs of its
constituents in a fair and transparent 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
and 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 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 29, 2026 DIN: 00293668

Your Directors have pleasure in presenting Company''s Board Report along with the audited financial statements of your Company for the financial year ended March 31, 2024.

1) FINANCIAL STATEMENTS / STATE OF COMPANY''S AFFAIRS

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

'' in million except EPS

*Previous year''s figures have been regrouped / rearranged wherever necessary.

2) STATE OF COMPANY''S AFFAIRS

During the year under review the Company has commissioned and operationalised 12 GW of module manufacturing facility at its various factory premises at Chikhli, Tumb, Nandigram and Surat, in the State of Gujarat. In the backdrop of such operationalised capacity has paved the way for the Company to substantially increase its sales efforts at domestic as well as overseas market. The management believes that the increased capacity can cater for huge domestic as well as export orders in future.

During the year, the Company continued the outstanding run from previous year to register a significant growth in exports to markets like USA and Europe and sizably improved the order book from major developers. The Company received large ticket orders of more than USD 4,290 million dollars from customers based out of USA and exported more than '' 65,000 million, which accounts for 99.99 % of total revenue from exports. PV module production increased to 4,772 MW in FY 202324 as against 2,614.70 MW in FY 2022-23.

During the year under review, the Company achieved ~64% growth in total revenue from operations to '' 1,07,176.32 million as against

'' 65,327.99 million in the previous year. The Company registered significant growth in PAT to '' 11,483.51 million as against '' 4,601.88 million in previous year.

During the year under review the Company raised equity of '' 10,000 million by issue of shares through private placement. Such equity will be used for capital expansion plans of the Company and other general corporate purposes.

3) CREDIT RATING

CARE Ratings has reviewed / revised rating for the Long-Term Bank Facility with CARE A; Stable (Single A; Outlook: Stable) and for Long Term / Short Term Bank Facility with CARE A; Stable / CARE A2 (Single A; Stable; Outlook: Stable / A Two Plus).This indicates Company''s sound financial health and its ability to meet the financial obligations.

4) DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2024, considering the expansion plans of the Company.

5) TRANSFER TO RESERVES

As per Standalone financials, the net movement in the reserves of the Company for FY 2023-24 and FY 2022-23 are as follows:

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in Profit and Loss account.

6) CHANGES IN SHARE CAPITAL

The changes in the share capital structure of your Company during the year under review are detailed as under:

Allotment of Equity Shares under Employee Stock Option Plan 2021.

During the period under review, the Company has allotted 14,13,6600 fully paid-up Equity Shares of '' 10/- each upon exercise of vested options by the employees of the Company under Employee Stock Option Scheme of the Company.

Private Placement

During the year the Company has issued and allotted 1,81,81,819 equity shares of face value of '' 10/- each, at a premium of '' 540.00/- per share, pursuant to Private Placement done by the Company.

Consequently, the issued, subscribed and paid-up share capital of the Company was at '' 262.29 Crores comprising of 26,29,61,5500 equity shares of face value of '' 10 each as on March 31, 2024, as against '' 243.36 Crores comprising of 24,33,66,071 equity shares of face value of '' 10 each as on March 31, 2023. The Company has only one class of equity shares.

7) MATERIAL CHANGES AND COMMITMENTS Expansion of business

As on March 31, 2024, the Company has 12 GW of module manufacturing capacity at its various plants situated at Surat, Nandigram, Tumb and Shri Godijee, Chikhli, in the State of Gujarat. During the year under review the Company has commissioned 3 GW of module manufacturing

facilities at Shri Godijee, Chikhli, Navsari district, Gujarat. The Company has plans to set up 5.4 GW of cell manufacturing facility at the Shri Godijee facility, Chikhli, Gujarat. The Company also plans to set up 3 GW of module manufacturing facilities in the United States of America. The Company is evaluating various aspects of such manufacturing in US.

Initial Public Offering (IPO) of equity shares of the Company

In the month of December 2023, the Company filed Draft Red Herring Prospectus ("DRHP") with Securities and Exchange Board of India ("SEBI") for initial public offering of equity shares. The Company initially proposed to raise '' 3,000 Crores to fund its expansion plan of setting up 6GW of wafer to module manufacturing facility at Orissa to support government initiative of "Make in India". There is also a component of Offer for Sale by certain existing shareholders of the Company. Such amount was subsequently raised upto '' 3,600 Crores by the Company with the approval of the shareholders at the Extra Ordinary General Meeting held on March 13, 2024 The initial observations and queries received from SEBI have been responded by the Company. The Company awaits further information from SEBI on final observations. The copy of the DRHP is available on the website of the Company at www.waaree.com.

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, 2024. 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, 2024, the Company has 15 subsidiaries, details of which are tabled below:

There is no Associate company or Joint Venture company. Statement containing salient features of the financial statement of subsidiaries is enclosed as Annexure I in form AOC- 1.

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.

The following companies have ceased to be step down subsidiaries of the Company:

Sangam Rooftop Solar Private Limited Waaree PV Technologies Private Limited Waasang Solar Private Limited

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 www.waaree.com.

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 Subsection 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 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 2023-24, 13 (Thirteen) 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 Malla as the Chairman and Ms. Richa Goyal and Mr. Hitesh 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, 2024, your Company''s Board had eight members comprising of one Managing Director, two Whole-time Directors, one NonExecutive Director 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. Arvind Anantharayanan (DIN: 10164194) as an Additional Director (Non-Executive and NonIndependent) with effect from May 16, 2023 and at the 33rd Annual General Meeting (AGM) held on September 29, 2023 the shareholders approved his appointment as Director (NonExecutive and Non-Independent) liable to retire by rotation.

In terms of the provisions of Section 149 of the Companies Act 2013, Mr. Rajender Mohan Malla (DIN: 00136657) was appointed as an Independent Director of the Company by the shareholders at the 29th AGM of the Company, for a term of five years commencing from January 16, 2019 to January 15, 2024. Accordingly, based on recommendation of NRC and the Board, shareholders by way of Extra Ordinary General meeting on March 13, 2024, approved the re-appointment of Mr. Malla for a second term of five years as an Independent Director effective January 16, 2024 to January 15, 2029.

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. Viren Chimanlal Doshi (DIN:00207121) 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. Viren Doshi 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.

Key Managerial Personnel

During the year under review, Mr. Vivek Lalit Srivastava - Chief Executive Officer, resigned w.e.f. closure of business hours of November 30, 2023. Mr. Amit Ashok Paithankar was appointed as Chief Executive Officer w.e.f. March 01, 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 below 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 and Chief Financial Officer

• Mr. Vivek Lalit Srivastava - Chief Executive Officer (upto November 30, 2023)

• Mr. Amit Ashok Paithankar - Chief Executive Officer (w.e.f March 01, 2024)

• Mr. Rajesh Ghanshyam Gaur - Company Secretary (w.e.f. May 19, 2023)

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:

i. Financial Expertise - Hands on experience in complex financial management and experience and expertise in accounting principles, fund raising and auditing.

ii. Governance and Risk Management

- Experience in developing governance practices, suggesting insights about management and accountability and driving corporate ethics and values, assess and manage risk.

iii. Business Strategy - Expertise in strategising business decisions with a view to grow sales and market shares, build brand awareness and leading management teams to make strategic choices.

iv. Leadership - Expertise in developing talent, furthering representation and diversity and other strategic human resource advisory.

20) 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 67,170 options to 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:

21) 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 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 fulfils 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.

22) 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.

23) 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 employee 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.

24) 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.

25) 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 02, 2023 during the financial year 2023-24 wherein all the members were present.

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

26) 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 29, 2023. 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.

27) 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 2024-25 on remuneration

of '' 1,20,000/- (Rupees One Lakhs Twenty Thousand only) 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 2024-25 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.

28) SECRETARIAL AUDIT REPORT

In compliance to the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed Ms. Zarna Sodagar & Co. (Proprietor - Zarna Sodagar), Practicing Company Secretary holding Certificate of Practice No. 16687 as Secretarial Auditor of the Company. The Secretarial Audit Report for the period under review is annexed as Annexure V.

29) INTERNAL AUDITOR

The Board of Directors of the Company appointed KPMG Assurance and Consulting Services LLP to conduct Internal Audit of the Company for the period under review. The Internal Auditor has conducted audit of financial year 2023-24 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.

30) 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.

31) 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.

32) 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.

33) 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.

34) 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.

35) 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 express or implied in the statement depending on the market conditions and circumstances.

36) PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

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. 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.

37) 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.

38) VIGIL MECHANISM

The Company believes in the conduct of affairs of its constituents in a fair and transparent 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.

39) 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 and 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 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.

40 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.

41) 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

Chairman & Managing Director DIN: 00293668

Place: Mumbai Date: June 20, 2024