Waa Solar Ltd Directors Report

To,

The Members,

Waa Solar Limited

Your directors are pleased to present the 16th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Particulars	Year Ended on 31.03.2025	Year ended on 31.03.2024	Year Ended on 31.03.2025	Year ended on 31.03.2024
	Standalone Results		Consolidated Results
Net Sales/ Income from Operation	2765.08	2607.66	2,824.61	2668.97
Other Income	260.34	66.25	260.37	66.26
Total Income	3025.42	2673.91	3084.98	2735.24
Profit before interest, Depreciation & Tax	991.21	1840.17	1295.63	1884.25
Less Interest (Financial Cost)	493.25	392.28	509.24	400.94
Depreciation	373.58	879.28	392.27	897.97
Profit Before Tax	124.37	568.61	394.12	585.34
Less Previous years Adjustments	2.54	28.78	2.84	29.12
Provision for Current year Income Tax	0	99.51	0.75	102.15
Net Profit after tax	121.83	440.33	390.53	454.07
Add: Balance carried from Profit & Loss A/c	-	-	306.78	209.03
Less: Provision for earlier year taxation	-	-	-	-
Non-controlling Interests	-	-	(0.09)	(0.05)
Net Profit after tax and adjustments	121.83	440.33	697.40	663.15
Dividends: Interim Dividend	-	-	-	-
Dividends: Final Dividend (Proposed)	-	-	-	-
Transferred to general Reserve	121.83	440.33	697.40	663.15
Balance carried to the balance sheet
EPS (Basic)	0.92	3.32	5.26	5.00
EPS (Diluted)	0.92	3.32	5.26	5.00

2. OPERATION AND PERFORMANCE REVIEW

Standalone Results

The Company achieved revenue from operations of Rs. 2,765.08 Lakhs against Rs.2607.66 Lakhs and EBITDA of Rs. 991.21 Lakhs as against Rs. 1840.17 Lakhs in the previous year. Net Profit for the year is Rs. 121.83 Lakhs as compared to net profit of Rs. 440.33 Lakhs in the previous year.

Consolidated Results

The Company achieved revenue from operations of Rs. 2824.61 Lakhs against Rs. 2668.97 Lakhs and EBITDA of Rs.1295.63 Lakhs as against Rs. 1884.25 Lakhs respectively in the previous year. Net Profit for the year is Rs. 697.40 Lakhs as compared to net profit of Rs. 663.1 5 Lakhs in the previous year.

3. DIVIDEND

The Board of your Company has not recommended any dividend on equity shares for the year ended.

4. TRANSFER TO RESERVES

During the financial year under review, the Company has transferred its net profit to general reserve account for further expansion of business.

5. PROJECT UNDER REVIEW

During the year under review the projects set up by your Company i.e. 10.25 MW (DC) capacity of ground mounted Solar PV Power Project at Village Tikar (Parmar), Taluka Muli, District Surendra-nagar, Gujarat and 100 KWP at Raja Bhoj Airport, Bhopal on Built, Own and Operate ("BOO") basis has regular generation, The Company has been awarded 47.5 MW Solar Projects at Various locations in Gujarat awarded by the Paschim Gujarat Vij Company Limited (PGVCL), out of 47.5 MW Projects, Company has successfully completed and commenced 19MW projects during the F.Y. 2024-25. Also The Company has completed 7.5 MW Projects in August, 2025.

6. CAPITAL

The capital of the Company during the year and at the end of the year is Rs. 13,26,67,640/-.

7. ANNUAL RETURN

In Accordance with the Companies Act, 2013 and the applicable rules thereunder, the Annual Return in the prescribed format is available at https://www.waasolar.org/annualreport.php.

8. NUMBER OF BOARD MEETINGS HELD

The Board of Directors met ten times during the financial year 2024-25, which are on dated 13/05/2024, 31/05/2024, 12/06/2024, 11/07/2024, 14/08/2024, 30/08/2024, 04/10/2024, 25/10/2024, 22/11/2024 and 27/02/2025.

9. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they have fulfill all the requirements as to qualify for their appointment as an Independent Director u/s 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down u/s 149(6) of the Companies Act, 2013 and the regulation 25 of SEBI (LODR) Regulations, 2015.

10. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Policy as approved by the Nomination and Remuneration Committee of the Board of Directors is available on the Companys website https://www.waasolar.org/ .

11. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise (SME) platform is exempted from provisions of para C, D and E of Schedule V as per Regulation 15 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, Corporate Governance report is not required. However, our company has adhered to corporate governance by having optimum combination of independent directors, nonexecutive directors and executive directors on the Board of our Company.

12. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of your Company has been constituted as per the requirements of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part C of Schedule II).

The Audit Committee comprises 3 (Three) Non-Executive Directors (NED) and 1 (one) Executive Director as members. All members are financially literate and possess sound knowledge of accounts, finance and audit matters. The Company Secretary of the Company acts as the Secretary to the Audit Committee. The Auditors of the Company attend the Meetings of the Audit Committee on invitation of the Chairperson of the Committee. The Composition of Audit Committee, is given below:

Mr. Sumitkumar Patel - Chairperson, NED & ID Ms. Jaini Jain- Member, NED & ID Mr. Amit Khurana - Member, ED Mr. Mangilal Singhi - Member, NED

During the Financial Year 2024-25, the Audit Committee met Four times on 13/05/2024, 14/08/2024, 25/10/2024 & 27/02/2025.

Reconstitution of Audit Committee w.e.f. 14^th August. 2024

Mr. Nikhil Kaushik - Chairperson, NED & ID	Mr. Shankar Bhagat - Member, NED & ID
Mr. Kamal Lalani - Member, NED & ID	Mr. Mangilal Singhi - Member, NED

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of your Company has been constituted as per the requirements of Section 178 of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II).

The Stakeholders Relationship Committee comprises 3 (three) Non-Executive Directors as Members.

Ms. Jaini Jain - Chairperson, NED & ID

Mr. Sumitkumar Patel - Member, NED & ID

Mr. Mangilal Singhi - Member, NED

During the Financial Year 2024-25, the Stakeholders Relationship Committee met 2 (two) time on 13/05/2024 and 25/10/2024.

Reconstitution of Stakeholder Relationship Committee w.e.f. 14^th August. 2024

Mr. Kamal Lalani - Chairperson, NED & ID	Mr. Shankar Bhagat - Member, NED & ID
Mr. Mangilal Singhi - Member, NED

C. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of your Company has been constituted as per the requirements of Section 178 of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II). The Chairperson of the Committee is an Independent Director.

The Nomination and Remuneration Committee comprises 3 (Three) Non-Executive Directors as members. The Composition of Nomination and Remuneration Committee is given below:

Ms. Jaini Jain - Chairperson, NED & ID Member, NED

Mr. Sumitkumar Patel - Member, NED & ID Mr. Mangilal Singhi -

During the Financial Year 2024-25, the Nomination and Remuneration Committee met 2 (Two) times on 14/08/2024 & 27/02/2025.

Reconstitution of Nomination and Remuneration Committee w.e.f. 14^th August. 2024

Mr. Shankar Bhagat - Chairperson, NED & ID	Mr. Kamal Lalani - Member, NED & ID
Mr. Mangilal Singhi - Member, NED

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm to the best of their knowledge and belief that:

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

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 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 Companies Act, 2013 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;

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, your Company have given Loan or any Guarantee or provided any Security or made any investment which covered under section 186 of the Companies Act, 2013. The details of loans made by the Company during the year, mentioned as below:

Sr. No. Name of Entity	Relationship	Amount of Loan Made	Purpose of Loan
1 Madhav (Sehora Silodi Corridor) Highways Pvt.Ltd.	Associate Concern	10.22	General Business Purpose
2 Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Pvt. Ltd.	Associate Concern	7.72	General Business Purpose
3 Madhav Infra Projects Ltd- Refundable Advance	Associate Concern	6.05	General Business Purpose
4 Madhav Infra Projects Ltd	Associate Concern	66.50	General Business Purpose
5 Aspire Infracon Pvt.Ltd.	Subsidairy Company	0.55	General Business Purpose
6 Infinity Infrabuild Pvt.Ltd.	Associate Concern	0.77	General Business Purpose
7 Madhav (Sehora Silodi Corridor) Highways Pvt. Ltd.	Associate Concern	16.11	Corporate Guarantee
8 Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Pvt. Ltd.	Associate Concern	18.47	Corporate Guarantee

15. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

Sr. No. Name of Entity	Amount
i Madhav Infra Projects Ltd (Sales)	14.75
2 Madhav Infra Projects Ltd (Purchase)	85.72
3 Prakash Power	0.61

Pursuant to the provisions of section 188 of the Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and the Rules made thereunder. Your Company having business of power generation and transmission to the concern authority by Solar Power Projects which required optimum use of energy. Your Company absorbed best technology and product during setting its solar power project. Your Company has not spent any money towards research and development. Your Company during year under review has not entered in transaction towards foreign exchange earnings and outgo.

17. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits etc. In terms of the Listing Regulations, as it is not mandatorily required, the Company has not constituted a Risk Management Committee. However, Board has considered the necessary risk in solar industry and evaluated the same.

18. BOARD EVALUATION

SEBI (LODR) Regulations, 2015, mandates that, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. The Chairperson was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of nonindependent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive directors.

19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there is no change in the Board of Directors of the Company.

# Ms. Nikita Prakash Sadhwani resigned from the post of Company Secretary and Compliance Officer of the Company with effect from August 05, 2025 and Ms. Mansi Gopalbhai Heda has been appointed as a Company Secretary and Compliance Officer of the Company with effect from August 05, 2024.

The Company has obtained certificate from the practicing Company Secretary on none of the Directors are disqualified, pursuant to Regulation 34(3) and schedule V para C Clause (10)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure B.

20. SUBSIDIARIES

As on March 31, 2025, the Company has 4 subsidiaries in terms of the Companies Act, 2013, a list of which is given under Annual Return which is forming part of this Annual Report. The salient features of the financial statements of the subsidiaries/ joint ventures/ associates and their contribution to the overall performance of the Company during the period under review have been provided in Form AOC-1 as Annexure A and Notes to Accounts respectively both forming part of this Annual Report.

21. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

There is to certify by the Practicing Company Secretary that none of the Directors of the Board of the Company, as listed

hereunder for the financial year ended on March 31, 2025 have been debarred or disqualified from being appointed or continuing as a Director of the Companies as per Annexure B.

22. LISTING OF SECURITIES OF THE COMPANY

Your Company is listed on BSE Limited through SME Listing and having scrip code is 541445. The Company has paid the Annual Listing Fees to the Stock Exchange as required.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Boards Report.

24. SIGNIFICANTAND MATERIAL EVENTS AND ORDERS

During the financial year under review, there are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

25. AUDITORS AND THEIR REPORT

M/s. JCH & Associates LLP, Chartered Accountants (Registration No. 134480W), who were appointed as the Statutory Auditors of the Company who can hold the office till the 18^th AGM of the Company. The Auditors report for financial year ended on March 31, 2025 does not contain any qualification, reservation or adverse remark. The Auditors report enclosed with the financial statements in the Annual Report.

26. SECRETARIAL AUDITORS

Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, was appointed to conduct secretarial audit of the Company for the year ended on March 31, 2025, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report given by Secretarial Auditors in Form No. MR-3 has been annexed herewith as Annexure -C to this report. The Board has appointed Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, as secretarial auditor of the Company.

27. CREDIT RATING

Your Company has been assigned a rating of IND BBB+/Stable/ IND A2+ (Stable) for Bank Guarantee of Rs. 23.80 Millions, IND BBB+/Stable for Term Loan of Rs. 260 million and IND BBB+/Stable for Term Loan of Rs. 1840 millions. The rating is assigned by India Ratings and Research A fitch Group Company.

28. PARTICULARS OF EMPLOYEES

None of the employee was drawing in excess of the limits prescribe under section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed herewith as Annexure - D to this report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Companies Act, 2013 and amendments and rules made thereunder are attract applicability to the Company and the Company has formulated CSR policy as provided under Section 135 of the Companies Act, 2013. The Company is committed to discharging its social responsibility as a good corporate citizen. The Corporate Social Responsibility Report has been annexed herewith as Annexure- E to this report.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended March 31, 2025, no complaint was received.

31. POLICIES

The SEBI (LODR) Regulations, 2015 mandate to formulations of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical standard in business transactions. All our Policies are available on our website https://www.waasolar.org/ .

32. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.

	For and on behalf of the Board of Directors
Date: September 04, 2025	Waa Solar Limited
Place: Vadodara	Amit A Khurana
	[DIN:00003626]
	Chairperson & Managing Director