Dear Shareholders,
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, 2026.
1) FINANCIAL STATEMENTS / STATE OF COMPANY'S AFFAIRS
The summarized standalone statements of your Company are given in the
table below
| Particulars |
Financial Year Ended |
|
31.03.2026 |
31.03.2025 |
| Revenue from operations |
20,990.51 |
12,764.55 |
| Other Income |
1,387.07 |
453.91 |
Total Income |
22,377.58 |
13,218.46 |
| Profit/(loss) before Interest, Depreciation
& Tax |
5,873.42 |
2,848.98 |
| Less: Depreciation |
706.72 |
320.90 |
| Less: Provision for Income Tax (including for
earlier years) |
1,110.83 |
541.94 |
| Less: Provision for Deferred Tax |
94.81 |
73.25 |
| Add: Other Comprehensive Income |
-0.08 |
0.99 |
| Net Profit/(Loss) After Tax |
3,762.38 |
1,782.16 |
| Earnings per share (Basic) |
130.88 |
65.09 |
| Earnings per share (Diluted) |
130.62 |
64.82 |
Previous year's figures have been regrouped / rearranged wherever
necessary.
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 longterm 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
ShortTerm 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 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 at
https:// www.waaree.com/upload/media/dividend distribution policy 1758518582.pdf
5) TRANSFER TO RESERVES
As per Standalone financials, the net movement in the reserves of the
Company for FY 2026 and FY 2025 are as follows:
(' crores)
| Particulars |
As of March 31, 2026 |
As of March 31, 2025 |
| Debenture Redemption Reserve |
-- |
-- |
| Securities Premium |
5,441.73 |
5,439.42 |
| Shared Based Payment Reserve |
74.68 |
59.82 |
| Retained Earnings |
7,325.60 |
3,620.76 |
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.
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.
9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2026, the Company has 59 subsidiaries, details of which
are tabled below:
| Sr. No. Name |
Holding/Subsidiary/ Associate |
| 1 Indosolar Limited |
Subsidiary |
| 2 Sangam Solar One Private Limited |
Subsidiary |
| 3 Voltshift Energy Transition Private Limited |
Subsidiary |
| 4 Waaneep Solar One Private Limited |
Subsidiary |
| 5 Waasang Solar One Private Limited |
Subsidiary |
| 6 Waaree Clean Energy Solutions Private
Limited (formerly known as Sangam Solar Three Private Limited) |
Subsidiary |
| 7 Waaree Energies Middle East FZE |
Subsidiary |
| 8 Waaree Energy Storage Solutions Private
Limited (formerly known as Sangam Solar Two Private Limited) |
Subsidiary |
| 9 Waaree Forever Energies Private Limited
(formerly known as Sangam Solar Four Private Limited) |
Subsidiary |
| 10 Waaree Green Aluminium Private Limited
(formerly known as Blue Rays Solar Private Limited) |
Subsidiary |
| 11 Waaree Green Glass Private Limited
(Formerly known as Impactgrid Renewables Private Limited) |
Subsidiary |
| 12 Waaree India Foundation |
Subsidiary |
| 13 Waaree Power Private Limited |
Subsidiary |
| 14 Waaree Renewable Technologies Limited |
Subsidiary |
| 15 Waaree Solar Americas Inc. |
Subsidiary |
| 16 Waaree Transpower Private Limited
(Formerly known as Kotsons Private Limited) |
Subsidiary |
| 17 Waaree Renewable Energies Australia Pty
Ltd* |
Subsidiary |
| 18 Agni Prithvi Renewables Private Limited |
Step down Subsidiary |
| 19 Agni Vayu Energy Private Limited |
Step down Subsidiary |
| 20 Akash Agni Renewables Private Limited |
Step down Subsidiary |
| 21 Aqua Ray Renewables Private Limited |
Step down Subsidiary |
| 22 Rasila International Pte Limited* |
Step down Subsidiary |
| 23 Carbon Positive Energy Solutions Private
Limited |
Step down Subsidiary |
| 24 Eco Flux Renewables Private Limited |
Step down Subsidiary |
| 25 Geo Nova Energy Private Limited |
Step down Subsidiary |
| 26 Green New Delhi Forever Energy Private
Limited |
Step down Subsidiary |
| 27 Hydro Bloom Energy Private Limited |
Step down Subsidiary |
| 28 Jal Surya Power Private Limited |
Step down Subsidiary |
| 29 Jal Vayu Urja Private Limited |
Step down Subsidiary |
| 30 Lumina Greentech Private Limited |
Step down Subsidiary |
| 31 NetZero Ventures Private Limited |
Step down Subsidiary |
| 32 Nezero Forever Renewables Private Limited |
Step down Subsidiary |
| 33 Panch Bhuta Energies Private Limited |
Step down Subsidiary |
| 34 Prithvi Vayu Green Energy Private Limited |
Step down Subsidiary |
| 35 Solaris Horizon Energy Private Limited |
Step down Subsidiary |
| 36 Sunbreeze Ninth Cloud Private Limited |
Step down Subsidiary |
| 37 Sunsantional Energy Private Limited |
Step down Subsidiary |
| 38 Sunsational Power Private Limited |
Step down Subsidiary |
| 39 Sunsational Solar Private Limited |
Step down Subsidiary |
| 40 Surya Prakriti Power Private Limited |
Step down Subsidiary |
| 41 Tejas Urja Solutions Private Limited |
Step down Subsidiary |
| 42 Vayu Jal Energy Private Limited |
Step down Subsidiary |
| 43 Vayu Shakti Renewables Private Limited |
Step down Subsidiary |
| 44 Waaree Forever Energies Five Private
Limited |
Step down Subsidiary |
| 45 Waaree Forever Energies Four Private
Limited |
Step down Subsidiary |
| 46 Waaree Forever Energies One Private
Limited |
Step down Subsidiary |
| 47 Waaree Forever Energies Three Private
Limited |
Step down Subsidiary |
| 48 Waaree Smart Meters Private Limited
(Formerly known as Racemosa Energy (India) Private Limited) |
Step down Subsidiary |
| 49 Windora Energy Private Limited |
Step down Subsidiary |
| 50 Zephyr Green Power Private Limited |
Step down Subsidiary |
| 51 Positive Impact Renewables Private Limited |
Step down Subsidiary |
| 52 Green Shift Power Ventures Private Limited |
Step down Subsidiary |
| 53 Carbon Xcelerate Energy Private Limited |
Step down Subsidiary |
| 54 Future Grid Energy Private Limited |
Step down Subsidiary |
| 55 Clean Edge Energy Private Limited |
Step down Subsidiary |
| 56 Future Volt Energy Private Limited |
Step down Subsidiary |
| 57 Green Rise Projects Private Limited |
Step down Subsidiary |
| 58 Blue Leaf Power Private Limited |
Step down Subsidiary |
| 59 Decarbon X Projects Private Limited |
Step down Subsidiary |
*Rasila International Pte Limited has been struck off on August 09,
2025 and Waaree Renewable Energies Australia Pty Limited has been de-registered on June
10, 2026. Subsequently, both the Companies have ceased to be the subsidiaries of the
Company.
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
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 website https://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 30th 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 35th 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 Wholetime 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 20th March 2026. Mr.
Abhishek Pareek was appointed as the Chief Financial Officer w.e.f 21st 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 investorrelations@waaree.com. 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 Nomination and Remuneration Committee
approved grant of 17062 options to employee of the Company.
Details as required under Section 62 (1) (b) Rule 12 (9) of Share
Capital and Debenture Rules 2014 are as below:
| Particulars |
Details |
| a) Options Granted |
36,02,865 |
| b) Options Vested |
21,76,341 |
| c) Options Exercised |
21,51,350 |
| d) The Total Number of Shares Arising as a
Result of Exercise of Option |
21,51,350 |
| e) Options Lapsed |
8,57,788 |
| f) The Exercise Price |
Please refer note below |
| g) Variation of Terms of Options |
NA |
| h) Money Realized by Exercise of Options |
2,66,39,262 |
| i) Total Number of Options In Force |
5,93,727 |
| j) Employee Wise Details of Options Granted
to |
|
| I. Key managerial personnel. |
NA |
| II. Any other employee who receives a grant
of options in any one year of option amounting to five per cent or more of options granted
during that year. |
NA |
| III. Identified employees who were granted
option, during any one year, equal to or exceeding one per cent of the issued capital
(excluding outstanding warrants and conversions) of the company at the time of grant. |
Nil |
Note: The Exercise Price was decided by the Committee which in no case
be less than the face value of Shares of the Company as on date of Grant.
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 at
https://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:
| Sr. No. Name of Director |
Category |
Position |
| 1 Mr. Hitesh Chimanlal Doshi |
Managing Director |
Chairman |
| 2 Mr. Rajender Mohan Malla |
Independent Director |
Member |
| 3 Mr. Hitesh Pranjivan Mehta |
Whole Time Director |
Member |
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 32nd AGM of
the Company till the conclusion of the 37th 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 |