Your Directors hereby presents Company’s Board Report along with the audited financial statements of your
Company for the financial year ended March 31, 2022.

FINANCIAL RESULTS / STATE OF COMPANY’S AFFAIRS

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

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

STATE OF COMPANY’S AFFAIRS

During the year under review there were no revenues for the Company as there were no operations and company
was under CIRP. After deducting expenses and exceptional items there was loss of Rs. 12,231.78 lacs as compared
to loss of Rs. 795.01 lacs during the previous year.

The insolvency proceedings against the Company was initiated by the Lenders/Financial Institutions in October
2018 and the application for Corporate Insolvency Resolution Proceedings (CIRP) against the Company was
admitted by the Hon’ble National Company Law Tribunal (NCLT), New Delhi bench vide its order dated April
12, 2019 (CIRP Commencement Date).

Pursuant to the initiation of CIRP, appointment of Resolution Professional was made to carry the functions as
mentioned under the Code. During the continuation of Corporate Insolvency Resolution Process (CIRP) the
powers of the erstwhile Board of Directors of the Company stood suspended effective from the CIRP
Commencement date and such powers along with the management of affairs of the Company were vested with
the Resolution Professional.

Further the Hon’ble National Company Law Tribunal, New Delhi Bench on April 21, 2022, approved the
Resolution Plan submitted by Waaree Energies Limited (“Resolution Applicant”) in respect of Indosolar Limited
(“Company”). Upon approval of Resolution Plan by Hon’ble NCLT on April 21, 2022 (Effective Date), the
erstwhile board of directors deemed to have resigned effective from said date. The Monitoring Committee (“MC”)
of the Company (constituted in terms of the Resolution Plan) in its meeting held on May 18, 2022, duly appointed
the nominees of the Resolution Applicant as Directors of the Company and approved the reconstitution of the
Board of Directors of the Company. Subsequently the Company in addition to nominee directors, appointed other
additional and independent directors on the Board of Directors of the Company (“Reconstituted Board”). The

fully Reconstituted Board was formed completely on October 21, 2022.

The Directors of the Reconstituted Board were not in office for the period to which these report/annexures for
Financial Year 2021-22 primarily pertain. During the CIRP Process (i.e. between April 12, 2019 and April 21,
2022), Resolution Professional (RP) was entrusted with and responsible for the management of the affairs of the
Company. The Reconstituted Board is submitting these reports/annexures in compliance with the Act and other
Regulations based on the documents provided and information made available by the Resolution Professional and
the Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect to the
oversight on financial and operational health of the Company and performance of the management for the period
prior to the Effective Date. Some of the annexures, reports and certifications etc. required by law to be part of the
Board’s Report are either not prepared or submitted alongwith this Board’s Report as none such annexures, reports
and certifications or information in relation thereto was received from the Resolution Professional.

The Company was undergoing CIRP under the provisions of the Insolvency and Bankruptcy Code, 2016
(Insolvency Code) for the financial year 2021 - 2022 hence the Directors report including its annexures pursuant
to the applicable provisions of the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements),
2015 and all other applicable laws, rules and regulations could not be obtained.

Waiver of non-compliance

The resolution plan provides for certain exemptions and waiver in respect of compliances with certain applicable
laws. Clause (p) of Chapter XIII (Reliefs and Concessions), the Resolution Plan which deals with waiver of actions
during implementation of Resolution Plan. Extract of said clause is reproduced below for reference:

From the Effective Date, all inquiries, investigations and proceedings, whether civil or criminal, suits, action,
claims, disputes, proceedings in connection with Indosolar or affairs of Indosolar (including those initiated by
Governmental Authorities such as the SEBI and RBI), pending or threatened, present or future in relation to any
period prior to the Effective Date or even accruing after the Effective Date, but arising out of matters or actions
arising prior to the Effective Date, or arising on account of implementation of this Resolution Plan shall stand
withdrawn and dismissed and all liabilities and obligations therefore, whether or not set out in the balance sheets
of Indosolar or the profit and loss account statements of Indosolar will be deemed to have been written offfully,
and permanently extinguished and no adverse orders passed in the said matters should apply to Indosolar or the
Resolution Applicant. Upon approval of this Resolution Plan, all new inquiries, investigations, notices, suits,
action, claims, disputes, litigations, arbitrations or other judicial, regulatory or administrative proceedings will
be deemed to be barred and will not be initiated or admitted against Indosolar and/ or its new management in
relation to any period prior to the Effective Date.

Further Clause (w) of Chapter XIII (Reliefs and Concessions), of the Resolution Plan deals with the authorities
providing sufficient time to the Resolution Applicant for compliance with various applicable laws during
implementation of Resolution Plan. Extract of said clause is reproduced below for reference:

Since the Resolution Applicant has been provided with information in relation to the Business Permits and their
current status, it is probable that some of the Business Permits of the Corporate Debtor have lapsed, expired,
suspended, cancelled, revoked or terminated or the Corporate Debtor has Non-Compliances in relation thereto.
Accordingly, all Governmental Authorities to provide reasonable time period after the Effective Date in order for
the Resolution Applicant to assess the status of these Business Permits and ensure that the Corporate Debtor is
compliant with the terms of such Business Permits and Applicable Law without initiating any investigations,
actions or proceedings in relation to such Non-Compliances and permit the Resolution Applicant to continue to
operate and financially revive the business of the Corporate Debtor.

In view thereof the Reconstituted Board shall not be liable for any non-compliances for period prior to Effective

Date.

DIVIDEND

Since for the period under review the Company was under CIRP, no dividend has been recommended for the
financial year 2021-22.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS AND ANALYSYS

During the period under review the Company was under CIRP and as understood from Resolution Professional,
no compliances with the Corporate Governance requirements of the SEBI Listing Obligations and Disclosure
Requirements, 2015 could be done by the Resolution Professional. Hence no separate report is enclosed herewith
on compliance with the requirements of Corporate Governance.

Subsequent to Effective Date, the Reconstituted Board has complied with the requirements of Corporate
Governance as per Listing Regulations as follows:

1. Appointment of Independent Directors:

Reconstituted Board is comprised of six (6) Directors. 50% of the Board is Comprised of Independent
Directors and out of which one (1) is woman director.

2. Constitution of committees of Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

3. Appointment of KMPs

a. Chairman and Managing Director

b. Chief Financial Officer

c. Company Secretary

4. The company also revived the website www.indosolar.co.in

5. Reconstituted Board adopted the policies below and the Company has placed all applicable policies on
its website:-

a. Policy for Determination of Materiality of Events

b. Code of Conduct

c. Code of conduct - Insider Trading and Fair Disclosure of Unpublished Price Sensitive
Information

d. Policy - Archival of documents

e. Policy - Board Diversity Policy

f. Policy - Nomination and Remuneration

g. Policy - Performance Evaluation Policy

h. Policy - Preservation of Documents

i. Policy - Related Party Transaction

j. Policy - Succession Planning for Board and Senior Management

k. Policy - Whistle Blower (Vigil Mechanism)

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITY SHARES:

During the period under review, as understood from Resolution Professional, the Company has not issued any
Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS

During the period under review, as understood from Resolution Professional, the Company has not accepted any

fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.
SECRETARIAL STANDARDS

During the period under review the Company was under CIRP and as understood from Resolution Professional,
no compliance could be done with the requirements of the Secretarial Standards.

BOARD OF DIRECTORS, COMMITTEES THEREOF AND KMP

As narrated before, the Company was undergoing Corporate Insolvency Resolution Process (“CIRP”) in
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency
Resolution Process for Corporate Persons) Regulations 2016. During the continuation of Corporate Insolvency
Resolution Process (CIRP) the powers of the erstwhile Board of Directors of the Company stood suspended
effective from the CIRP Commencement Date and such powers along with the management of affairs of the
Company were vested with the Resolution Professional.

Matters related to Board Meetings, Policy on Director’s appointment and remuneration, familiarization
programme, Annual Evaluation of the performance of the Board, its Committees and of Individual
Directors and Declaration by Independent Directors as required under Section 149(7) of the Companies
Act, 2013

As narrated before, the Company was undergoing Corporate Insolvency Resolution Process (“CIRP”) in
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency
Resolution Process for Corporate Persons) Regulations 2016. During the continuation of Corporate Insolvency
Resolution Process (CIRP) the powers of the erstwhile Board of Directors of the Company stood suspended
effective from the CIRP Commencement Date and such powers along with the management of affairs of the
Company were vested with the Resolution Professional.

The Reconstituted Board has subsequently constituted the committees of Board and appointed KMPs as required
under applicable laws, details whereof are given in Corporate Information. Details are also made available on the
website of the Company.

AUDITORS:

During CIRP process, the Resolution Professional appointed M/s. AKG & Associates, Chartered Accountants as
Auditors of the Company.

Subsequently upon resignation of M/s. AKG & Associates, Chartered Accountants, the Reconstituted Board
appointed M/s. S G C O & Co. LLP, Chartered Accountants as statutory auditors of the Company to fill casual
vacancy caused by resignation of M/s. AKG & Associates, Chartered Accountants. The Board also recommends
the appointment of M/s. S G C O & Co. LLP, Chartered Accountants as statutory auditors of the Company for a
period of 5 years till the conclusion of annual general meeting to be held in year 2027.

Statutory Auditors Report

As narrated above, since the Company was in CIRP many of the matters qualified/disclaimed/adverse opinion
given by the Statutory Auditors in its report could not be complied with or undertaken by the Resolution
Professional during the CIRP. Hence the Reconstituted Board is not in position to quantify or provide explanations
on the impact of Qualified Opinion / Disclaimer of Opinion / Adverse Opinion provided by the Statutory Auditors.

Secretarial Auditor

During the period under review, since the Company was under CIRP and as understood from Resolution
Professional, no Secretarial Auditor was appointed to comply with the requirements of the applicable laws. Since
there was no secretarial auditor appointed, no separate secretarial auditor report is enclosed herewith.

Internal Auditor

During the period under review, since the Company was under CIRP and as understood from Resolution
Professional, no Internal Auditor was appointed to comply with the requirements of the applicable laws.

Cost Auditor

During the period under review, since the Company was under CIRP and as understood from Resolution
Professional, no Cost Auditor was appointed to comply with the requirements of the applicable laws.

As per the Resolution Plan as approved by Hon'ble NCLT, all the non-compliances prior to the Effective Date i.e.
date of approval of resolution plan i.e. 21^st April 2022, are waived off and immunity shall be granted to the
Company from all the implications and consequences arising out of such non-compliances. The extract of relevant
portion of Resolution Plan is reproduced below for reference:

“Upon approval of the Resolution Plan by the NCLT, all non-compliances, breaches and defaults of Indosolar
for the period prior to the Effective Date (including but not limited to those relating to tax), shall be deemed to be
waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to Indosolar
from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the
Effective Date and no interest/penal implications shall arise due to such non-compliance /default /breach prior
to the Effective Date or even accruing after the Effective Date, but arising out of matters or actions arising prior
to the Effective Date".

LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The
National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges
(i.e. BSE and NSE) for financial year 2022-23.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

During the period under review, as understood from Resolution Professional, the Company couldn’t put in place
a Risk Management framework for drawing up, implementing, monitoring and reviewing the Risk Management.

LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

During the period under review, as understood from Resolution Professional apart from disclosures made in the
Financial Statements/Notes to the financial statements there are no other loans, guarantees and investments by the
Company to other body corporates or persons.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No information was made available by the Resolution Professional about the material and significant orders passed
by regulators & courts passed against the Company.

The insolvency proceedings against the Company was initiated by the Lenders/Financial Institutions in October
2018 and the application for Corporate Insolvency Proceedings (CIRP) against the Company was admitted by the
Hon’ble National Company Law Tribunal (NCLT), New Delhi bench vide its order dated April 12, 2019. Pursuant
to the initiation of CIRP, appointment of Resolution Professional was made to carry out the functions as mentioned
under the Code. During the continuation of Corporate Insolvency Resolution Process (CIRP) the powers of the
erstwhile Board of Directors of the Company stand suspended effective from the CIRP Commencement date and
such powers along with the management of affairs of the Company are vested with the Resolution Professional.

Further the Hon’ble National Company Law Tribunal, New Delhi Bench on April 21, 2022 approved the
Resolution Plan submitted by Waaree Energies Limited in respect of the Company.

MATERIAL CHANGES & COMMITMENTS

Apart from the orders of NCLT and State of Company’s Affairs as stated earlier, no material changes and
commitments, affecting the financial position of the Company have occurred after the end of the financial year
2021-22.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

No such information pertaining to sexual harassment is available with the Reconstituted Board.

RELEVANT EXTRACT OF THE ANNUAL RETURN

During the period under review, since the Company was under CIRP and as understood from Resolution
Professional, no such details are available as on year end date.

RELATED PARTY TRANSACTIONS

During the period under review, as understood from Resolution Professional, apart from disclosures made in the
Financial Statements/Notes to the financial statements, no related party transactions were undertaken by the
Company.

VIGIL MECHANISM

No such information pertaining to vigil mechanism is available with the Reconstituted Board for FY 2021-22.

As on the date of this report, the Company has in place a whistleblower policy, to support the Code of Business
Ethics. Further, during the period under review, no individual was denied access to the Resolution Professional
for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report
genuine concerns are available at the website of the Company viz. www.indosolar.co.in

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

No such information pertaining to vigil mechanism is available with the Reconstituted Board for FY 2021-22.
CHANGES IN CAPITAL STRUCTURE

As understood from Resolution Professional, during the period under review, there was no change in the capital
structure of the Company.

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

As understood from Resolution Professional, during the period under review, the Company did not carry out
operations hence there was consumption of power apart from normal usage for upkeeping of facility. There were
no foreign exchange earnings and outgo during the period under review.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no information was available with the
Reconstituted Board pertaining to employees whose names and other particulars of employees required to be
given.

CORPORATE SOCIAL RESPONSIBILITY

As narrated before, the Company was undergoing Corporate Insolvency Resolution Process (“CIRP”) in
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency
Resolution Process for Corporate Persons) Regulations 2016. During the continuation of Corporate Insolvency
Resolution Process (CIRP) the powers of the erstwhile Board of Directors of the Company stand suspended
effective from the CIRP Commencement date and such powers along with the management of affairs of the
Company are vested with the Resolution Professional. No such information pertaining to CSR is available with
the Reconstituted Board for FY 2021-22.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Company was undergoing Corporate Insolvency Resolution Process (“CIRP”) in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency Resolution Process for
Corporate Persons) Regulations 2016. Upon completion of CIRP, the management of the Company was handed
over to the Reconstituted Board from the Resolution Professional in the month of May 2022.

The Reconstituted Board is submitting these reports/annexures in compliance with the Act and other Regulations
based on the documents provided and information made available by the Resolution Professional and the
Directors, and the directors of Reconstituted Board shall not be considered responsible to discharge fiduciary
duties with respect to the oversight on financial and operational health of the Company and performance of the
management for the period prior to the Effective Date. While preparation of annual accounts the management has
relied on the documents provided by and information made available by the Resolution Professional.

On behalf of the Board
For Indosolar Limited

Sd/- Sd/-

Hitesh Doshi Hitesh Mehta

(Managing Director) (Non-Executive Director)
DIN: 00293668 DIN:00207506

Place: Mumbai
Dated: April 11, 2025