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

1) FINANCIAL STATEMENTS / STATE OF COMPANY'S AFFAIRS

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

' in million except EPS

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

2) STATE OF COMPANY'S AFFAIRS

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

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

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

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

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

3) CREDIT RATING

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

4) DIVIDEND

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

5) TRANSFER TO RESERVES

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

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

6) CHANGES IN SHARE CAPITAL

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

Allotment of Equity Shares under Employee Stock Option Plan 2021.

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

Private Placement

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

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

7) MATERIAL CHANGES AND COMMITMENTS Expansion of business

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

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

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

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

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

Disclosure on details of loans, guarantees and investments pursuant to the provisions of

Section 186 of the Companies Act, 2013 ('the Act') are provided in the audited financial statements for the period ended March 31, 2024. Further register under Section 186 is maintained and kept at the registered office of the Company pursuant to the Companies Act, 2013 and its amendment thereof.

9) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, the Company has 15 subsidiaries, details of which are tabled below:

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

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

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

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

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

11) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

12) ANNUAL RETURN

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

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

2014 is available on the Company's website www.waaree.com.

13) CHANGE IN THE NATURE OF BUSINESS

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

14) DEPOSITS

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

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

Auditors have given report on Internal Financial Controls under clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee, comprises of qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters. Your Company has a proper and adequate system of internal controls. These controls ensure transactions are authorised, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorised use or disposition. To maintain its objectivity and independence, the internal auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions proposed to fix the observations are presented to the Audit Committee of the Board.

16) NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

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

During the FY 2023-24, 13 (Thirteen) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of this Annual Report.

Details of the various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of the Companies Act 2013 and SEBI Listing Regulations, are given in the Corporate

Governance Report, which forms part of this Annual Report.

17) COMPOSITION OF AUDIT COMMITTEE

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

18) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company's Board had eight members comprising of one Managing Director, two Whole-time Directors, one NonExecutive Director and four Independent Directors, including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Report.

Directors

Appointment/Reappointment

Based on the recommendation of the Nomination and Remuneration Committee ('NRC') the Board of Directors has appointed Dr. Arvind Anantharayanan (DIN: 10164194) as an Additional Director (Non-Executive and NonIndependent) with effect from May 16, 2023 and at the 33rd Annual General Meeting (AGM) held on September 29, 2023 the shareholders approved his appointment as Director (NonExecutive and Non-Independent) liable to retire by rotation.

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

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 with rules made thereunder and the Articles of Association of the Company, Mr. Viren Chimanlal Doshi (DIN:00207121) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Viren Doshi as Director for your approval.

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

Key Managerial Personnel

During the year under review, Mr. Vivek Lalit Srivastava - Chief Executive Officer, resigned w.e.f. closure of business hours of November 30, 2023. Mr. Amit Ashok Paithankar was appointed as Chief Executive Officer w.e.f. March 01, 2024.

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

• Mr. Hitesh Chimanlal Doshi - Chairman and Managing Director

• Mr. Viren Chimanlal Doshi - Whole Time Director

• Mr. Hitesh Pranjivan Mehta - Whole Time Director and Chief Financial Officer

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

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

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

19) SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS

The Board of Directors have identified the following core skills/ expertise/competencies of independent directors in the context of Company's business:

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

ii. Governance and Risk Management

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

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

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

20) EMPLOYEE STOCK OPTION PLAN

The Company has implemented Employee Stock Option Plan 2021 and created option pool of 1,00,00,000 options for the eligible employees. During the year under review the Nomination and Remuneration Committee approved grant of 67,170 options to employees of the Company.

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

21) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as an Independent Directors under the provisions of the Companies Act, 2013, its rules and its amendments thereof. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

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

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

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

Detailed questionnaires were sent to the NRC members. The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow

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

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

The Company's Policy on remuneration of Directors, Key Managerial Personnel and other employee including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 is furnished in Annexure III and is attached to this report.

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

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

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

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

The CSR committee meeting was held on September 02, 2023 during the financial year 2023-24 wherein all the members were present.

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

26) STATUTORY AUDITORS AND AUDITOR' S REPORT

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

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. Representative of M/s. S R B C & Co. LLP, Statutory Auditors of your Company attended the previous AGM of the Company held on September 29, 2023. Statutory Auditors

have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditor's Report are self-explanatory. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

27) COST AUDIT AND COST RECORDS

The Board has appointed M/s V J Talati & Co. Cost Accountants, having Firm Registration Number R00213 as the Cost Auditor for carrying out the Audit of Cost Accounting Records for the financial year 2024-25 on remuneration

of ' 1,20,000/- (Rupees One Lakhs Twenty Thousand only) plus reimbursement of out of pocket expenses and applicable taxes if any. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

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

28) SECRETARIAL AUDIT REPORT

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

29) INTERNAL AUDITOR

The Board of Directors of the Company appointed KPMG Assurance and Consulting Services LLP to conduct Internal Audit of the Company for the period under review. The Internal Auditor has conducted audit of financial year 2023-24 and submitted report thereof to the management of the Company. The Internal Auditor's Report does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

30) REPORTING OF FRAUDS BY AUDITORS

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

31) MANAGEMENT EXPLANATION ON AUDITORS OBSERVATIONS

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

32) SECRETARIAL STANDARDS (SS)

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

33) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

34) APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2013

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

35) CAUTIONARY STATEMENT

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

36) PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited. Training / awareness programme are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

37) CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

38) VIGIL MECHANISM

The Company believes in the conduct of affairs of its constituents in a fair and transparent by adopting the highest standards of, honesty, integrity and ethical behaviour. Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Companies Act, 2013 to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimisation of whistle blowers who

avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at www.waaree.com.

39) DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

40 GENERAL

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

The Company has not accepted any deposits from the public or otherwise in terms of

Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of Balance Sheet.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

There has been no change in the nature of business of the Company as on the date of this report

The Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

41) ACKNOWLEDGEMENTS

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

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

Hitesh Chimanlal Doshi

Chairman & Managing Director DIN: 00293668

Place: Mumbai Date: June 20, 2024