The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along
with the audited financial statements, for the financial year ended 31^st March, 2026.

STATE OF COMPANY'S AFFAIRS
Financial Performance

(Rs. in Crore)

During the year under review, the Company successfully
commissioned and operated its newly installed 600 MW
solar cell manufacturing line in September 2025, which
was fully funded through internal accruals. Consequently,
the Company's installed solar cell manufacturing capacity
increased to 1.2 GW along with 550 MW solar module
manufacturing capacity.

The capacity expansion contributed significantly to the
Company's operational and financial performance during the
year. Revenue from operations increased from Rs. 575.46
crores in the previous financial year to Rs. 1,049.44 crores
during the year under review.

The Company also recorded substantial improvement in
profitability driven by higher capacity utilisation, operational
efficiencies and improved economies of scale. Profit After
Tax increased from Rs. 154.74 crores in the previous year to
Rs. 303.01 crores during the current year. The Company's
net worth also strengthened considerably from Rs. 278.05
crores to Rs. 630.71 crores during the year on account of

improved retained earnings and infusion of Rs. 64.13 crores
(including share premium) by promoters as subscription
of warrants.

The strong operational and financial performance during
the year has further strengthened the Company's balance
sheet, cash flows and overall financial position. The
management remains focused on improving operational
efficiencies, optimizing production yields and enhancing
competitiveness through technology upgradation and
capacity expansion initiatives.

Future Expansion Plans

The Company continues to focus on technology upgradation
and capacity expansion in line with the growing domestic
demand for high-efficiency solar products. As part of this
strategy, the Company has decided to upgrade one of its
existing manufacturing lines to TOPCon technology, which is
expected to increase the effective manufacturing capacity
to approximately 1.35 GW.

In addition, the Company has finalized its strategy for
undertaking a major greenfield expansion project, which
is expected to be completed beginning in 2027. Upon
completion of the proposed expansion, the Company's total
manufacturing capacity of solar cell is expected to increase
3.35 GW. The proposed expansion programme is expected
to be financed through a prudent combination of debt, equity
and internal accruals.

Change in nature of business, if any

There was no change in the nature of business of
the company.

Management Discussion and Analysis Report

The Company's business activity primarily falls within a
single business segment i.e., production of Solar Photo¬
Voltaic Cells and Modules. The analysis on the performance
of the industry, the Company, internal control systems, risk
management are presented in the Management Discussion
and Analysis Report forming part of this Annual report.

SHARE CAPITAL

Equity Shares

The paid-up Equity Share Capital as on 31^st March, 2026 is
Rs. 43,41,63,470. During the financial year, the Company
sub-divided its existing equity shares having a face value of
Rs. 10/- (Rupees Ten only) each into 10 (Ten) equity shares
having a face value of Re. 1/- (Rupee One only) each.

Conversion of Share Warrants into Equity Shares of
the Company

The Company had issued 12,10,000 Convertible Warrants of
face value of Rs. 10/- each on preferential basis to Websol
Green Projects Private Limited, forming part of the Promoter
Group in financial year 2024-25. The warrants were originally
allotted at an issue price of Rs. 530/- per warrant, each
warrant being convertible into one equity share of face
value of Rs. 10/- each. Pursuant to the sub-division of the
Company's equity shares from Rs. 10/- each to Re. 1/- each,
each warrant became convertible into 10 equity shares of
Re. 1/- each.

During the year under review, the 12,10,000 warrants
pending for conversion into equity shares were converted
into fully paid-up equity shares of face value of Re. 1/- each
at a premium of Rs. 52/- each.

Other than above, there were no changes in the share capital
of the Company.

Further, the fund raised through the preferential issue has
been used for the stated purpose.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of The Companies (Share
Capital and Debentures) Rules, 2014, the Company has not
issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of the Companies (Share Capital and
Debenture Rules, 2014), the Company has not issued any
share with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of the Companies (Share Capital and
Debenture Rules, 2014), the Company has not issued any
Employee Stock Options.

DIVIDEND

Your Directors have recommended a final dividend of Re.

0.25 per equity share of Re 1 each for the year ended 31^st
March, 2026 aggregating to Rs. 10.85 crore. The dividend
recommended is in accordance with the Company's
Dividend Distribution Policy and the same is uploaded on the
Company's website at www.websolenergy.com.

Dividend is subject to approval of the Members at the
ensuing Annual General Meeting. In view of the changes
made under the Income Tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall
be taxable in the hands of the Shareholders. Accordingly,
the Company shall make the payment of Dividend after
deduction of tax at prescribed rates as per the Income Tax
Act, 1961 and rules framed thereunder.

Transfer of unpaid & unclaimed Dividends & Shares
to Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act,
2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") there was no unclaimed/unpaid dividend,
hence the company is not required to transfer any amount to
Investor Education and Protection Fund.

RESERVES

During the year under review, your Directors have not
proposed to transfer any amount to reserves.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took
place after the close of financial year till date which will
have any material or significant impact on the financials of
the Company.

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

Conservation of Energy

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 as amended from time
to time, are set out in the 'Annexure I'.

RISK MANAGEMENT

The Board of Directors have developed a risk management
framework for the Company, identifying therein the elements
of risk and concern that may threaten the existence of the
Company. The senior management continuously evaluates
the risk elements through a systematic approach to mitigate
or reduce the impact of risk elements. The elements of
risks and concerns are reviewed by the Board of Directors.
Discussion on risks and concerns have been made under
'Management Discussion and Analysis Report'.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

Pursuant to the provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the brief details of the
CSR Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report. The CSR
policy is available on the website of your Company at www.
websolenergy.com. The details of the CSR are given in
'Annexure II' to this Report.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Details of loans, guarantees, investments and acquisition
covered under the provisions of Section 186 of the
Companies Act, 2013, if any, are given in the Notes forming
part of the Financial Statements.

LOAN FROM DIRECTORS

The Company has not received any loan from directors or
their relatives during the year under report.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

All transactions entered with Related Parties during the
financial year were on an arm's length basis and were in
ordinary course of business and the provision of Section 188
of the Companies Act, 2013 are not attracted. There are no
materially significant related party transactions during the
period under review made by the Company with Promoters,
Directors or other designated person which may have a
potential conflict with the interest of the Company at large.
Thus, disclosure in Form AOC- 2 is not required. However,
details of all related party transactions are given in Notes to
Financial Statements.

The Company's policy for transactions with the related
party which was reviewed by the Audit Committee and
approved by the Board, can be accessed at:https://www.

websolenergy.com/wp-content/uploads/2026/05/Related-
Partv-Transaction-Policv-1 .pdf

BOARD OF DIRECTORS, COMMITTEES AND
MANAGEMENT

Composition

The composition of the Board of Directors and its
Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee and
Risk Management Committee are constituted in accordance
with Companies Act, 2013 ("the Act") and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
["SEBI (LODR) Regulations, 2015"], wherever applicable. The
details are provided in Corporate Governance Report which
forms part of the Annual Report.

Appointment & Resignation

Based on the recommendation of Nomination and
Remuneration Committee, Mrs. Rupanjana De (DIN:
01560140) was appointed as the Additional (Non-Executive
Independent) Director of the Company on 31^st July, 2025
by the Board of Directors. Her appointment was approved
by the members of the company at the 35^th Annual General
Meeting of the company held on 29^th September, 2025 for a
period of 3 (Three) consecutive years.

Ms. Sanjana Khaitan (DIN: 07232095) ceased to be a director
of the company w.e.f. 29^th September, 2025. However, she
was appointed as the Executive Director of the company
w.e.f. 22^nd November, 2025 as approved by the members of
the company through Postal Ballot for a period of 3 (Three)
consecutive years.

Mrs. Ritu S Jain (DIN: 00534451), Non-Executive Independent
Director and Mrs. Sreeram Vasanthi (DIN: 00289326), Non¬
Executive Non-Independent Director resigned from the
directorship of the company with effect from 8^th April, 2025
and 1^st September, 2025 respectively.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors at its
meeting held on 10^th August, 2026 approved appointment
of -

Mr. Sanjay Kumar (DIN: 11820120) as an Additional (Non¬
Executive Non-Independent) Director of the Company, who
shall hold the office till the date of ensuing AGM.

Notice under Section 160 of the Companies Act, 2013 has
been received from a member proposing the candidature
of Mr. Sanjay Kumar as a Non-Executive Non-Independent
Director of the Company, liable to retire by rotation.

Mr. Dinesh Agarwal (DIN: 02722380) as an Additional (Non¬
Executive Independent) Director of the Company for a
consecutive period of 5 (five) years subject to the approval
by shareholders at the General Meeting.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013,
Mr. Rajeewa R Arya (DIN: 10620120), Non-Executive Non¬
Independent Director, liable to retire by rotation, has
expressed his unwillingness for re-appointment.

Therefore, he will cease to be a director of the Company
upon conclusion of the 36^th AGM. The Board placed on
record appreciation for the valuable contribution, guidance
and support extended by him during his tenure as a Director
of the Company.

Ms. Sanjana Khaitan (DIN: 07232095), Director, is liable to
retire by rotation at the ensuing AGM and being eligible, has
offered herself for re-appointment.

Details as required to be disclosed under Regulation 36(3)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is incorporated in the annexure to the
notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

During the year under review, 8 (Eight) meetings of the Board
of Directors were held. The details of Board and Committee
Meetings held during the Financial Year ended on 31^st
March, 2026 and the attendance of the Directors are set
out in the Corporate Governance Report which forms part of
this report. The maximum time gap between any two Board
Meetings was not more than 120 days as required under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Companies Act, 2013 and Secretarial
Standard on Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out
in the Corporate Governance Report which forms part of
this report.

Declaration by Independent Directors

The Company has received requisite declarations/
confirmations from all the Independent Directors confirming
their independence as per provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board relies on their
declaration of independence. The Board hereby states
that, in its opinion, the independent directors appointed
during the year possess adequate integrity, expertise and
experience, including the requisite proficiency, to discharge
their functions effectively and independently.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a programme
for familiarising the process and development in the plant of
the Company in which it was informed about the business
model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent
Director, the company issues a formal letter of appointment
outlining his/her role, function, duties and responsibilities as
a director. The details of programmes for familiarisation for
Independent Directors are available on the website of the
Company www.websolenergy.com.

Annual Evaluation of Board's Performance

In compliance with the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors in its meeting
has carried out an annual evaluation of its own performance,
board committees and individual directors. The details are
provided in Corporate Governance Report which forms part
of the Annual Report.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, your Directors state 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 profit / 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;

e) the Directors 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.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31^st March, 2026, Ms. Sanjana
Khaitan resigned from the post of Chief Financial Officer of
the Company. Subsequently, based on the recommendation
of the Nomination and Remuneration Committee, the Board
of Directors appointed Mr. Amrit Daga as the Chief Financial
Officer of the Company with effect from 11^th August, 2025.

In terms of Section 203 of the Companies Act, 2013 read
with the Rules framed thereunder, the following are the Key
Managerial Personnel (KMP) of the Company as on 31^st
March, 2026:

1. Mr. Sohan Lal Agarwal: Chairman & Managing Director

2. Ms. Sanjana Khaitan: Executive Director

3. Mr. Amrit Daga: Chief Financial Officer

4. Mr. Raju Sharma: Company Secretary & Compliance
Officer (resigned w.e.f. the close of business hours
on 31^st May, 2026.) and Mr. Ashok Purohit, Company
Secretary & Compliance Officer (Appointed w.e.f. 10^th
August, 2026)

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower
Policy to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior,
actual or suspected fraud or violation of the Company's
Code of Conduct or Ethics Policy. It aims to provide an
avenue for employees through this policy to raise their
concerns on any violation of legal or regulatory requirements,
suspicious fraud, misfeasance, misrepresentation of any
financial statements and reports. It also provides for direct
access to the Chairman of the Audit Committee. The Vigil
Mechanism/Whistle Blower Policy is being made available on
the Company's website www.websolenergy.com

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act,
2013, the Board, on the recommendation of the Nomination
and Remuneration Committee, has framed a Nomination
and Remuneration Policy for selection, appointment and
remuneration of Directors and Key Managerial Personnel
including criteria for determining qualifications, positive
attributes and independence of Directors. The policy has
been duly approved and adopted by the Board, pursuant to
the recommendations of the Nomination and Remuneration
Committee. The Remuneration Policy has been uploaded
on the Company's websitewww.websolenergy.com. Further
the salient features of the policy are given in the Report of
Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2026 in
Form MGT - 7 is in accordance with Section 92(3) of the Act
read with the Companies (Management and Administration)
Rules, 2014 and is available on the website of the Company
at www.websolenergy.com

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

During the financial year under review, the Company
incorporated "Websol Renewables Private Limited" as its

wholly owned subsidiary to undertake the next phase of
expansion of the Company's renewable energy business,
including the proposed enhancement of manufacturing
capacity of solar cells and solar modules.

As on March 31, 2026, the Company has one wholly
owned subsidiary and does not have any joint venture or
associate company.

The "Policy on Material' Subsidiary" is available on the
Company's website at www.websolenergy.com.

Pursuant to Section 129(3) of the Companies Act, 2013,
read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements of Subsidiaries/Associate Companies/Joint
Ventures in Form AOC-1 is given in Annexure-III of this
Report. Further, in accordance with the provisions of Section
136 of the Companies Act, 2013, the Annual Financial
Statements of the Subsidiary is available on the Company's
website at www.websolenergy.com.

PUBLIC DEPOSITS

During the year under review, your Company has neither
accepted nor renewed any deposits from public within the
meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Company has established a system of internal controls,
policies, and procedures to ensure the orderly and efficient
conduct of its operations. This system is designed to support
compliance with Company policies, safeguard assets,
prevent and detect fraud and errors, ensure the accuracy
and completeness of accounting records, and enable the
timely preparation of reliable financial disclosures.

The existing internal financial control framework is aligned
with applicable statutory requirements. Its effectiveness is
continuously monitored through management reviews, self¬
assessment mechanisms, and independent evaluations
conducted by the Internal Auditor.

AUDIT AND ALLIED MATTERS
Statutory Auditor

M/s G. P. Agrawal & Co., (FRN: 302082E) Chartered
Accountants, was re-appointed as Statutory Auditors of the
Company at the 33^rd Annual General Meeting held on 21^st
September, 2023 for a term of 5 consecutive years to hold
office till the conclusion of 38^th Annual General Meeting to be
held in the year 2028.

The Statutory Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Statutory Auditor Report to the Members for the year
ended 31^st March, 2026 does not contain any qualification,
reservation, adverse remark or disclaimer. Also there has
been no instance of fraud reported by the statutory auditors
for the period under review.

Internal Auditor

As recommended by the Audit Committee, the Board of
Directors have re-appointed M/s. M. Kumar Jain & Co.,
Chartered Accountants, as Internal Auditors of the Company
to conduct internal audit for the financial year 2025-26.

Further, the Board at its meeting held on 27^th April, 2026 on
the recommendation of the Audit Committee had appointed

M/s. RSM Astute Consulting Pvt. Ltd. as Internal Auditors of
the Company for the Financial Year 2026-27.

Secretarial Auditors

The Company's Secretarial Auditors, Mr. Abhijit Majumdar,
Practicing Company Secretary (COP No. 18995), was
appointed as the Secretarial Auditor of the Company for a
term of consecutive five years from the conclusion of 35^th
Annual General Meeting held on 29^th September, 2025 till
the conclusion of 40^th Annual General Meeting to be held
in the calendar year 2030. The Secretarial Audit Report for
the Financial Year 2025-26 in the prescribed Form MR-3 is
appended as 'Annexure IV' to this Board's Report.

Board's Comments on the Observations of the Secretarial Auditor

COST AUDIT & COST RECORDS

During the year under review, cost audit and maintenance of
cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013
are not applicable to the Company.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate
governance. As per Regulation 34 read with Schedule V (C)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance
along with a certificate received from Practicing Company
Secretary confirming compliance is annexed and forms part
of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS

There were no significant and material orders passed
by the Regulators or Courts or Tribunals during the year
under review impacting the going concern status and the
operations of the Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013
('POSH Act') and Rules made thereunder, your Company have
constituted Internal Complaints Committee for providing a
redressal mechanism pertaining to sexual harassment of
women employees at workplace.

The table below provides details of complaints
received/disposed during the financial year 2025-26:

During the year under review, there were no complaint under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

COMPLIANCE UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company affirms its compliance with the applicable
provisions of the Maternity Benefit Act, 1961. All eligible
female employees were extended the benefits under the
Act, and necessary policies and infrastructure to support
maternity related needs are in place across the organization.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disclosures pertaining to remuneration and other details
as required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as 'Annexure
V' forming part of this report.

The statement containing particulars of employees pursuant
to 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, is not being sent to
the Members along with this Annual Report in accordance
with the provisions of Section 136 of the Act. The said
information is available for inspection at the registered office
of the Company and any member interested in inspecting
the same may write to the Company Secretary in advance at
investors@websolenergy.com

OTHER DISCLOSURES
Non-convertible debentures

The Company did not issue any non-convertible debentures
during the financial year 2025-26

Consolidated financial statements

The consolidated financial statements, prepared in
accordance with IND-AS 110-consolidated financial
statements, form part of this Integrated Report.

Secretarial Standards

The company has complied with the applicable provisions
of Secretarial Standards SS-1 and SS-2 with respect to
convening of Board Meetings and General Meetings during
the period under review.

Proceeding pending under the Insolvency and
Bankruptcy Code, 2016

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

during the year along with their status as at the end of the
financial year is not applicable.

Settlements with Banks or Financial Institutions

During the year under review, no settlements were made
by the Company with any Banks or Financial Institutions
and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

Business Responsibility and Sustainability Report

Regulation 34(2) (f) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is applicable to the Company during
the year under review, based on the market capitalization.
The BRSR is annexed to and forms part of Annual Report
describing the initiatives taken by the Company from the
Environment, Social and Governance perspective.

Insurance

The Company has taken appropriate insurance for all assets
against foreseeable perils.

Integrated Annual Report

The Company has voluntarily provided the members with
an Integrated Report, which discusses the organization's
strategy, governance structure, performance and
opportunities for creating value based on the six types of
capital: financial, manufactured, intellectual, human, social
and relationship, and natural capital, for the interest of all
stakeholders of the company.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the
assistance and co-operation received from the Government
authorities, financial institutions, banks, customers, vendors
and members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation
for the committed services continuously being rendered by
the Company's executives, staff and workers.

For and on behalf of the Board
Websol Energy System Limited

Sohan Lal Agarwal

Place: Kolkata Chairman & Managing Director

Date: August 10, 2026 (DIN: 00189898)