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 |