Waaree Energies Ltd

  • BSE Code : 544277
  • NSE Symbol : WAAREEENER
  • ISIN : INE377N01017
  • Industry :ELECTRIC EQUIPMENT

up-arrow 3,535.30 -92.10(-2.54%)

Open Price ()

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Volume (No’s)

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Market Cap ()

101,689.69

Low Price ()

3,520.10

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Directors Reports

Dear Shareholders,

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

1) FINANCIAL STATEMENTS

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

' in Crores except EPS

Particulars

Financial Year Ended

^?31.03.2025 31.03.2024

Net Sales / Income from Business Operations

12,764.55 10,717.64

Other Income

453.91 240.03

Total Income

13,218.46 10,957.67

Profit/(loss) before Interest, Depreciation & Tax

2,848.98 1,955.62

Less: Depreciation

320.90 264.46

Less: Provision for Income Tax (including for earlier years)

541.94 495.39

Less: Provision for Deferred Tax

73.25 (85.81)

Add: Other Comprehensive Income

0.99 (0.37)

Net Profit/(Loss) After Tax

1,782.16 1,147.98

Earnings per share (Basic)

65.09 44.60

Earnings per share (Diluted)

64.82 44.42

2) STATE OF COMPANY'S AFFAIRS

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

The commissioning of these new capacities has strengthened the Company's ability to pursue and fulfil larger orders, both in domestic and international markets. The management is confident that the enhanced manufacturing capability will enable the Company to address growing demand and capitalise on substantial opportunities in the renewable energy sector, thereby supporting its vision of expanding market share and driving 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 7133 MW in FY 2024-25 as against 4773 MW in FY 2023-24.

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

3) CREDIT RATING

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

4) DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2025, 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 2024-25 and FY 2023-24 are as follows:

(in ' Crores)

Particulars

As of March 31, 2025 As of March 31, 2024

Debenture Redemption Reserve

-- --

Securities Premium

5,439.42 1,956.53

Shared Based Payment Reserve

59.82 44.85

Retained Earnings

3,620.76 1,838.60

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

6) CHANGES IN SHARE CAPITAL

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

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

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

7) MATERIAL CHANGES AND COMMITMENTS Expansion of business

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

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

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

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

9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Sr No Name of the Company

Holding/ Subsidiary /Associate

1 Waaree Green Aluminium Private Limited (formerly known as Blue Rays Solar Private Limited)

Subsidiary

2 Rasila International Pte. Limited

Subsidiary

3 Waaree Renewable Technologies Limited

Subsidiary

4 Waaneep Solar One Private Limited

Subsidiary

5 Sangam Solar One Private Limited

Subsidiary

6 Waaree Energy Storage Solutions Private Limited (formerly known as Sangam Solar Two Private Limited)

Subsidiary

7 Waaree Clean Energy Solutions Private Limited (formerly known as Sangam Solar Three Private Limited)

Subsidiary

8 Waaree Forever Energies Private Limited (formerly known as Sangam Solar Four Private Limited)

Subsidiary

9 Waaree Power Private Limited

Subsidiary

10 Waaree Solar Americas Inc.

Subsidiary

11 Indosolar Limited

Subsidiary

12 Waaree Energies Middle East FZE

Subsidiary

13 Waaree Renewable Energies Australia PTY Ltd

Subsidiary

14 Sunsantional Energy Private Limited

Step Down Subsidiary

15 Sunsational Solar Private Limited

Step Down Subsidiary

16 Waasang Solar One Private Limited

Step Down Subsidiary

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.

11) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

12) ANNUAL RETURN

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

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

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

13) CHANGE IN THE NATURE OF BUSINESS

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

14) DEPOSITS

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

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

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

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

16) NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

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

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

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

17) COMPOSITION OF AUDIT COMMITTEE

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

18) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Directors

Appointment/Reappointment

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

Independent Director

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

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

Re-appointment of Director(s) retiring by rotation

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

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

Cessation and Retirement

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

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

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

Key Managerial Personnel

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

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

• Mr. Hitesh Chimanlal Doshi - Chairman and Managing Director

• Mr. Viren Chimanlal Doshi - Whole-time Director

• Mr. Hitesh Pranjivan Mehta - Whole-time Director

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

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

• Mr. Rajesh Ghanshyam Gaur - Company Secretary

19) skills/ expertise/ competencies identified

BY THE BOARD OF DIRECTORS

The Board of Directors have identified the following

core skills/ expertise/competencies of independent

directors in the context of Company's business:

Leadership and Management: Wide

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

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

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

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

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

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

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

20) PARTICULAR OF EMPLOYEES AND

REMUNERATION

Details as required under the provisions of section

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

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

22) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

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

21) EMPLOYEE STOCK OPTION PLAN

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

Details as required under Section 62 (1) (b) Rule 12 (9) of Share Capital and Debenture Rules 2014 are as below:

be appointed as an Independent Directors under the provisions of the Companies Act, 2013, its rules and its amendments thereof. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank

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

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

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

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

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

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

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

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

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

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

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

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

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

The CSR committee meeting was held on September 2, 2024 during the financial year 202425 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. Jayesh Dhirajlal Shah

Independent Director (upto 25th March 2025)

Member

3

Mr. Rajender Mohan Malla

Independent Director (w.e.f 26th March 2025)

Member

4

Mr. Hitesh Pranjivan Mehta

Whole-time Director

Member

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

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

Particulars Details
a) Options Granted 35,85,803
b) Options Vested 17,87,274
c) Options Exercised 17,83,214
d) The Total Number Of Shares Arising As a Result Of Exercise Of Option 17,83,214
e) Options Lapsed 6,39,244
f) The Exercise Price Please refer note below
g) Variation Of Terms Of Options NA
h) Money Realised By Exercise Of Options ' 6,55,98,512
i) Total Number Of Options In Force 11,63,349
j) Employee Wise Details Of Options Granted To
I. Key managerial personnel. Hitesh Mehta - Whole-time Director: 14,44,443 Amit Paithankar - Whole-time Director & CEO - 45440 Sonal Shrivastava - Chief Financial Officer - 29540 Rajesh Gaur - Company Secretary - 1050
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. Sunil Rathi - Director Sales: 2,18,753 Jignesh Rathod - VP Operations: 2,19,727
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.

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

28) CORPORATE GOVERNANCE

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

29) MANAGEMENT DISCUSSION AND ANALYSIS

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

30) STATUTORY AUDITORS AND AUDITOR'S REPORT

Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were appointed as the Statutory Auditors of your Company, for the first term of 5 years commencing from the conclusion of the 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 27, 2024. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditor's Report are self-explanatory. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

31) COST AUDIT AND COST RECORDS

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

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

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

32) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

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

33) INTERNAL AUDITOR

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

34) REPORTING OF FRAUDS BY AUDITORS

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

35) MANAGEMENT EXPLANATION ON AUDITORS OBSERVATIONS

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

36) SECRETARIAL STANDARDS (SS)

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

37) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

38) APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2013

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

39) CAUTIONARY STATEMENT

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

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

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

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

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

Maternity Benefits

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

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

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

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

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

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

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

42) VIGIL MECHANISM

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

43) DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of your Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

44) GENERAL

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

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

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

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

45) ACKNOWLEDGEMENTS

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

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

Place: Mumbai

Hitesh Chimanlal Doshi Chairman & Managing Director

Date: July 28, 2025

DIN: 00293668

   

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