Waaree Energies Ltd

Dear Shareholders,

Your Directors have pleasure in presenting Company's Board Report alongwith the audited financial statements of your Company for the financial year ended March 31, 2023.

1) FINANCIAL RESULTS / STATE OF COMPANY'S AFFAIRS

The summarized standalone results of your Company are given in the table below:

Rs in million except EPS

* Restated (Refer note 51) 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 5 GW of module manufacturing facility at the Company's factory premises at Chikhli, Gujarat in addition to its existing 4 GW of module manufacturing facility at all the existing premises. The additional operationalised capacity has taken the Company's total manufacturing facility capacity to 9GW as on 31st March,2023 and with further capacity addition in Q1 FY 23-24, the total capacity as on the date of the report stands at 12 GW. In the backdrop of such additional 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 to huge domestic as well as export orders in future.

During the year, the Company continued the excellent run from last year to register a significant increase in exports to markets like USA and Europe and sizeably improved the order book from major developers. The Company received large ticket orders from customers based out of USA and exported more than H46,120.78 Mn which accounts for 99.99 % of total revenue from exports. PV module production increased to 2614.70 MW in FY'23 as against 965.10 MW in FY'22.

During the year under review, the Company achieved more than 235.73% growth in total revenue from operations to H65,327.99 Mn as against H27,712.90 Mn in previous year. The Company registered significant growth in PAT to H4593.33 as against PAT H698.29 Mn in previous year.

During the year under review the Company raised equity of H10,401 Mn by issue of shares through private placement. Such equity was used for capital expansions plans of the Company and other general corporate purposes.

SECI on behalf of Government of India invited bids for PLI under Production Linked Incentive Scheme introduced by MNRE, Government of India. During the year under review, the Company had submitted bid in category of Ingot/Wafer to Module for 6 GW capacity. Subsequent to year end, based on the application of the Company, SECI approved Company's application and allowed PLI of H1,923 crore to the Company. The Company is undertaking the plan of setting up of manufacturing facility by evaluating various aspects of feasibility of business.

3) DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended March 31, 2023, considering the expansion plans of the Company.

4.1. Expansion of business

As on March 31, 2023, the Company has 9 GW of module manufacturing capacity at its various plants situated at Surat, Nandigram, Tumb and Shri Godijee, Chikhli, Gujarat. During the year under review the Company has commissioned additional 5GW capacity 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 2GW of module manufacturing facility in the United States of America. The Company is evaluating various aspects of such manufacturing in US.

4.2. Update on Initial Public Offering (IPO)

In September 2021, the Company filed Draft Red Herring Prospectus (DRHP) with Securities Exchange Board of India (SEBI) in respect of initial public offering (IPO) of securities of the Company for an amount not exceeding H1,500 crore. SEBI issued its final observations on DRHP in the month of January 2022 and the Company was considering to launch its IPO subject to suitable market conditions. However due to prevailing adverse market conditions arising from Russia - Ukraine War and uncertain global economic environment, the Company decided against going ahead with the IPO. Meanwhile the Company received interest from a set of institutional investors and others for investing in the Company, by which the Company would achieve its objective of fund raising as set out in IPO. The Company considered raising investments from such institutional investors and others for its fund raising needs would be more beneficial for the shareholders of the Company than launching the IPO at that point of time. Accordingly the Company decided to withdraw the DRHP filed with SEBI with an option to refile the same at relevant time. The Company may consider launching fresh IPO at the appropriate time depending upon various factors, including interest of the proposed investors.

5) 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 Act are provided in note 3,5 and 5A of the audited standalone financial statements for the period ended March 31, 2023. 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.

6) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, the Company has 15 subsidiaries, details of which are tabled below:

During the year Indosolar became the subsidiary of the Company pursuant to the Corporate insolvency resolution process under the Insolvency and Bankruptcy Code. The resolution plan submitted by the Company for Indosolar Limited was approved, by the Hon'ble National Company Law Tribunal (NCLT), New Delhi, by its order dated 21^st April 2022. However the Company took over the control from Resolution professional on 18th May 2022.

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.

7) 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.

8) 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.

9) 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.

10) CHANGE IN THE NATURE OF BUSINESS

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

11) 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 Act.

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

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

13) 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 2022-23, 10 (Ten) 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 Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

14) 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.

Appointment

Dr. Arvind Anantharayanan (DIN: 10164194) has been appointed as a Non-Executive, Non-Independent Director with effect from May 16, 2023 as Additional Director and shall hold the office up to the date of the ensuing Annual General Meeting and being eligible, has offered himself to be appointed as a Director liable to retire by rotation. The Company has received a notice from a Member under Section 160 of the Companies Act, 2013 signifying his intention to propose the candidature of Dr. Arvind Anantharayanan for the office of Director.

The Nomination & Remuneration Committee and the Board of Directors recommends his appointment. Appropriate resolution seeking shareholders approval to the above are appearing in the Notice convening the 33rd Annual General Meeting.

More details about the Directors are either given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment & 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

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

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

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

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

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

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

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

17) EMPLOYEE STOCK OPTION PLAN

The Company has implemented Employee Stock Option Plan 2021 and created option pool of 1,00,00,000 options. During the year under review the Nomination and Remuneration Committee approved grant of 31,44,567 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:

Note: The Exercise Price shall be decided by the Committee which shall in no case be less than the face value of Shares of the Company as on date of Grant.

18) 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. Further all the Independent Directors have confirmed about their name inclusion in the Data Bank.

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

19) 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 Chairman of the Board, in accordance with the applicable provisions of the Act.

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.

20) 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.

21) 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.

22) 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 August 8, 2022 during the financial year 2022-23 wherein all the members were present.

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

23) STATUTORY AUDITORS

M/s. Shah Gupta & Co., Chartered Accountants (Firm Registration No.109574W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 27th July 2021 to hold office until the conclusion of the Annual General Meeting to be held in the year 2026. However, due to their pre-occupation with their other clients they resigned as statutory auditors of the Company from the conclusion of the Annual General Meeting held on 30th September 2022. In view of the casual vacancy caused due to the resignation of Shah Gupta & Co., it was necessary to appoint new auditors in their place.

While evaluating new auditors for the Company, considering the growth of the Company and to bring in the industry best audit procedures and practices, the management proposed to appoint an audit firm having strong audit credentials. After evaluation of the credentials of various firms, it was proposed to appoint M/s. SRBC & CO LLP Chartered Accountants (Firm Registration No.324982E/E300003) as the statutory auditors of the Company for a term of 5 years starting from the conclusion of the Annual General Meeting (AGM) held in the year 2022 until the conclusion of Annual General Meeting of the Company to be held in the year 2027 on such remuneration as may be mutually agreed by Board and auditors.

M/s. SRBC & CO LLP, Chartered Accountants had conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, they are eligible and their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

At the AGM held on September 30, 2022, the Members of the Company approved the appointment of M/s. SRBC & CO. LLP (Firm Registration Number: 324982E/ E300003), as the statutory auditors of the Company for a 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.

24) STATUTORY AUDTOR'S REPORT

The Auditor's Reports on the Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

25) COST AUDT AND COST RECORDS

The Board of Directors on recommendation of Audit Committee, 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 2022-23 on remuneration of H90,000/- (Rupees Ninety Thousand) plus reimbursement of out of pocket expenses and applicable taxes if any. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor has been ratified by Members at their extra ordinary general meeting held on September 03, 2022.

The Cost Audit Report for the financial year ended March 31, 2022, was filed with the Ministry of Corporate Affairs on October 11, 2022. The Cost Audit Report for the financial year ended March 31, 2023 will be filed within stipulated time.

The Company has maintained proper cost records specified pursuant to the rules prescribed by Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013.

26) 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. There are no qualification or adverse remarks made by the Secretarial Auditor in its report requiring any explanations/ comments by the Board of Directors.

27) INTERNAL AUDIT REPORT

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 2022-23 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.

28) 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.

29) 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.

30) 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.

31) 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.

32) 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 Act, including rules made thereunder.

33) STATEMENT ON COMPLIANCE WITH PROVISION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further there were no instances / complaints reported relating to the Sexual Harassment of Women at Workplace for the period under review.

34) 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.

35) 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 this 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.

36) 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.

37) 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.