Directors Report of Websol Energy Systems Ltd.

Mar 31, 2025

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, 2025.

STATE OF COMPANY’S AFFAIRS

Financial Performance

Particulars	Yearended 31st March, 2025	Yearended 31st March, 2024
Total Income	57,742.82	2,681..49
Total Expenses	38,295.50	7,415.18
Profit or Loss before Exceptional Extraordinary items	19,447.32	(4,733.69)
Profit or Loss before tax	19,447.32	(15,267.97)
Less: Tax Expenses	3,973.22	(3,171.76)
Profit or Loss after Tax	15,474.10	(12,096.21)
Other Comprehensive Income	(44.36)	(24.94)
Total Comprehensive Income	15,429.74	(12,121.15)

During the year, the Company successfully operated its newly
installed 600 MW solar cell line and 550 MW module line. This
addition led to a significant increase in revenue across all quarters,
demonstrating strong and consistent growth. EBITDA improved
quarter-over-quarter, reflecting enhanced operational efficiency
and profitability Consequently, profit after tax (PAT) also exhibited
a steady upward trend throughout the year.

Driven by this robust financial performance, the Company
has strengthened its overall financial position. Building on this
momentum, it is now in the advanced stages of establishing an
additional 600 MW solar cell line at its Falta plant. This new capacity
expansion is being fully funded through internal accruals and is
expected to substantially boost the Company’s revenue in the
upcoming financial year.

Future Expansion Plans

With the commissioning of an additional 600 MW cell line at Falta,
the Company will conclude Phase II of its ongoing expansion
strategy Reinforcing its commitment to long-term and sustainable
growth, the Company has outlined an ambitious plan to further
expand its manufacturing capacity by adding 4 GW of solar cell and
4 GW of solar module lines in two subsequent phases.

Phase III will involve the installation of a 2 GW solar cell line and a 2
GW solar module line, targeted for completion byJune 2027.

Phase IV will further enhance capacity with an additional 2 GW solar
cell line and 2 GW solar module line, scheduled for completion by
June 2028.

The expansion will be financed through a combination of debt,
equity, and internal accruals.

Change in nature of business

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 report.

SHARE CAPITAL

Equity Shares

The paid-up Equity Share Capital as on 31^st March, 2025 is
Rs. 42,20,63,470. During the Financial Year under review, the
Company has issued and allotted Warrants convertible into equity
shares at a ratio of 1:1 on 21^st September, 2024 on preferential basis
to the following investor:

Sl No	Name of Investors	No of Warrants
01	Websol Green Projects Private Limited	12,10,000
Total		12,10,000

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

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 not recommended any dividend for the year
under review. The Dividend Distribution Policy of the Company is
available at the website of the Company i.e www.websolenergy.
com.

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

The Company has not given any loan or provided any guarantee
or made any investment under provisions of Section 186 of the
Companies Act, 2013.

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.

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 the part of the Annual Report.

Appointment

Considering the knowledge, expertise, experience, skills and
based on the recommendation of Nomination and Remuneration
Committee, the Board of Directors had appointed Mr. Rajeewa R
Arya, (DIN: 10620120) as the Non-Executive Non-Independent
Director of the Company in its meeting on 29^th May, 2024.

Mrs. Ritu S Jain (DIN: 00534451) and Mr. Shailesh Kumar Mishra
(DIN: 08068256) have been appointed as Non Executive
Independent Director of the Company on 30^th August, 2024 and
29^th October, 2024 respectively by the Board of Directors on the
recommendation of Nomination and Remuneration Committee.

Resignation

Mr. Kushal Agarwal (DIN: 10266809), Non-Executive Independent
Director has resigned from the directorship of the company
with effect from 6^th February, 2025 and Mr. Deven Kaushik (DIN:
07096599) Non-Executive Independent Director has retired from
the post of Directorship with effect from 10^th February, 2025.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least
two-third of the total number of Directors (excluding independent
directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not
exceeding five years from the date of their appointment and are not
liable to retire by rotation.

Accordingly Ms. Sanjana Khaitan (DIN: 07232095) Executive
Director, being the longest in the office among the Directors liable to
retire by rotation, retires from the Board this year and, being eligible,
has offered herself for re-appointment.

The brief resume and other details relating to Ms. Sanjana Khaitan
(DIN: 07232095) who is proposed to be re-appointed, 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:

The details of Board and Committee Meetings held during the
Financial Year ended on 31^st March, 2025 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.

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 their
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 the 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, 2025, the Company has
not appointed any Key managerial Personnel (KMPs) , hence there
is no changes in Key Managerial Personnel of the Company.

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 website wwwwebsolenergy.com.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 in Form
MGT - 7 is in accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014 and will
be available on the website of the Company at www.websolenergy.
com.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint
venture. There was no Company which has become or ceased to
be Company’s Subsidiary, Joint Venture or Associate during the
Financial Year 2024-25.

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
ADEQUECY

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 requirement to place the matter relating to appointment of
Auditors for ratification by members at every AGM has been done
away with by Companies (Amendment) Act, 2017 with effect
from 7^th May, 2018 issued by Ministry of Corporate Affairs (MCA).
Accordingly, no resolution is being proposed for ratification of
appointment of Statutory Auditors at the ensuing AGM.

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, 2025 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
had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants,
as Internal Auditors of the Company to conduct internal audit and
their report on findings is submitted to the Audit Committee on
periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors had
re-appointed Mr. Abhijit Majumdar, Company Secretary in Practice,

to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the Financial Year 2024-25 in the prescribed Form
MR-3 is appended as ''Annexure III’ to this Board’s Report.

COSTRECORDS

The Company is not required to maintain cost records as specified
by the Central Government under sub-section (1) of Section 148 of
the Companies Act, 2013.

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 the Secretarial Auditors 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 2024-25:

No. of complaints at the beginning of financial year	0
No. of complaints filed during the financial year	0
No. of complaints disposed during the financial year	0
No. of complaints pending at the end of financial year	0

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

REMUNERATION RATIO TO DIRECTORS/KMP/
EMPLOYEES

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

OTHER DISCLOSURES

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.

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. Your Company becomes
top 1000 Listed Company based on market capitalization in the
previous financial year. 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.

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

Chairman & Managing Director
(DIN: 00189898)

Sanjana Khaitan

Place: Kolkata Executive Director

Date: September 01, 2025 DIN: 07232095

---

Mar 31, 2024

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, 2024.

STATE OF COMPANY’S AFFAIRS Financial Performance

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Total Income	2,681.49	2,023.33
Total Expenses	7,415.18	4,927.04
Profit or Loss before Exceptional Extraordinary items	(4,733.69)	(2,903.73)
Profit or Loss before tax	(15,267.97)	(3,153.66)
Less: Tax Expenses	(3,171.76)	(785.07)
Profit or Loss after Tax	(12,096.21)	(2,368.59)
Other Comprehensive Income	(24.94)	8.24
Total Comprehensive Income	(12,121.15)	(2,360.35)

During the year under review, the decline of overall turnover was primarily due to the discontinuance of the 250 MW cell line as part of the process to graduate towards the new Mono PERC technology in line with the planned expansion. The Company has now successfully commissioned its new 600 MW cell line and started commercial production since 14^th February, 2024. The entire cell production since the start of commercial production until end of the quarter, was successfully sold. As a result, the Company recorded revenue from operations of Rs. 25.86 crores for the financial year 202324 as compared to the revenue from operations of Rs. 17.22 Crores for the financial year 2022-23. Currently, owing to a booming domestic market, the Company is selling all its cell production in the DCR market. However, it has also received interest from various foreign buyers and intends to maintain

a good mix going forward and as its capacity expands. The Company''s 550 MW Module Line is currently under installation and is expected to commence its commercial production shortly.

Change in nature of business

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 report.

SHARE CAPITAL Equity Shares

The paid-up Equity Share Capital as on 31^st March, 2024 is Rs. 42,20,63,470. During the Financial Year under review, the Company has issued and allotted 34,08,929 Equity Shares of the Company on 17^th October, 2023 on preferential basis to the following investors:

Sl. No.	Name of the Allottee	No. of Equity shares allotted
1.	Websol Green Projects Private Limited	10,62,500
2.	S.L. Industries Private Limited	2,46,429
3.	Rajinder Kumar Jain	1,00,000
4.	Devanshi Marfatia	1,00,000
5.	Sanjeev Poddar	1,00,000
6.	Indus Equity Advisors Pvt Ltd	1,00,000

Sl. No.	Name of the Allottee	No. of Equity shares allotted
7.	Adivam Family Trust	2,00,000
8.	Ankita Rajeev Choksey	1,00,000
9.	Naomi Mathews	1,00,000
10.	Abraham George	4,00,000
11.	Raju Omprakash Agarwal	4,00,000
12.	Priyanka Mishra	2,00,000
13.	Rekha Bagrodia	1,00,000
14.	Anita Jaideep Sampat	2,00,000
	Total	34,08, 929

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

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 not recommended any dividend for the year under review.

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 periodically 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 https://www. webelsolar.com.The details of the CSR are given in ‘Annexure II'' to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section

186 of the Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

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.

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 and Corporate Social Responsibility 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 the part of the Annual Report.

Appointment

Considering the knowledge, expertise, experience, skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Kushal Agarwal, (DIN: 10266809) as the Independent Non-Executive Director of the Company with effect from 3^rd Day of August, 2023.

Change in Designation

The Board of Directors has accepted the request of Mrs. Sreeram Vasanthi and changed the designation from Executive Director to Non-Executive Director of the Company with effect from 18^th March, 2024.

Resignation

Mr. Dharmedra Sethia (DIN: 06775533), Non-Executive Independent Director and Mrs. Dipti Budha (DIN: 03076890), Non-Executive Director of the Company resigned from the Board w.e.f. 25^th January, 2024 and 18^th March, 2024 respectively.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent Directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Sohan Lal Agarwal (DIN: 00189898), Executive Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for reappointment.

The brief resume and other details relating to Mr. Sohan Lal Agarwal (DIN: 00189898) who is proposed to be reappointed, 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:

The details of Board and Committee Meetings held during the Financial Year ended on 31^st March, 2024 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.

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 Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, 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. webelsolar.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 Board of Directors 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 the 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

Ms. Sanjana Khaitan has been appointed as the Chief Financial Officer of the Company w.e.f 5^th September, 2023. Mr. Sumit Kumar Shaw has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 29^th February, 2024 and Mr. Raju Sharma has been appointed the Company Secretary and Compliance Officer of the Company with effect from 18^th March, 2024. There were no other changes in Key Managerial Personnel of the Company.

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.webelsolar.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 website www.webelsolar.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, 2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and will be available on the website of the Company at www.webelsolar.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no company which has become or ceased to be Company''s Subsidiary, Joint Venture or Associate during the Financial Year 2023-24.

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 ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS Statutory Auditor

M/s G. P. Agrawal & Co., (FRN: 302082E) Chartered Accountants, have been 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 of the Company.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every AGM has been done away with by Companies (Amendment) Act, 2017 with effect from 7^th May, 2018 issued by Ministry of Corporate Affairs (MCA). Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM.

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

The Statutory Auditor Report to the Statutory Members for the year ended 31^st March, 2024 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 had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants, as Internal Auditors of the Company to conduct internal audit and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Abhijit Majumdar, Company

Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR-3 is appended as ‘Annexure III'' to this Board''s Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

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 the Secretarial Auditors 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.

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

REMUNERATION RATIO TO DIRECTORS/KMP/ EMPLOYEES

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

OTHER DISCLOSURES 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.

Business Responsibility 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. As on 31^st March, 2024, your Company becomes top 1000 Listed Company based on 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.

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

Chairman & Managing Director (DIN: 00189898)

Sanjana Khaitan

Place: Kolkata Executive director

Date: August 30, 2024 DIN: 07232095

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Mar 31, 2023

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, 2023.

STATE OF COMPANY’S AFFAIRS Financial Performance

(Rs. In lakh)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Total Income	2,023.33	21,781.34
Total Expenses	4,927.04	20,519.26
Profit or Loss before Exceptional Extraordinary items	(2,903.73)	1,262.08
Profit or Loss before tax	(3,153.66)	1,383.94
Less: Tax Expenses	(785.07)	416.95
Profit or Loss after Tax	(2,368.59)	966.99
Other Comprehensive Income	8.24	49.73
Total Comprehensive Income	(2,360.35)	1,016.72

During the year under review, the turnover of the Company has been reduced. The decline was primarily due to the discontinuance of the 250 MW cell line as part of the process to graduate towards the new Mono PERC technology in line with the planned expansion. On account of this, production had to be discontinued to dismantle the old manufacturing equipment and redesign the shop floor for the new operations. In view of this, the Company recorded net loss of Rs 23.68 crores for the financial year 2022-23. However, the Company reduced its liabilities throughout the year, strengthening its competitive position. However, your management has taken necessary steps to increase the production capacity.

The Company has reported total income of Rs. 2,023.33 Lakhs for the current financial year as compared to Rs. 21,781.34 Lakhs in the previous financial year. Total Comprehensive

Income for the year under review amounted to Rs. (2,360.35) Lakhs in the current financial year as compared to Rs. 1,016.72 Lakhs in the previous financial year. The profit after tax for the year stands at Rs. (2,368.59) Lakhs as compared to Rs. 966.99 Lakhs in the previous year.

Change in nature of business

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 report.

SHARE CAPITAL Equity Shares

The paid-up Equity Share Capital as on 31^st March, 2023 was Rs. 38,79,74,180/-. During the year under review, the Company has allotted 21,56,880 nos. of Equity Shares of Rs. 10/- each on Preferential Basis to following investors:

Name	Name of the Statute	Forum where dispute is pending
Websol Green Projects Private Limited	1087880	Conversion of Loan
India Max Investment Fund Limited	1069000	Cash

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

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 not recommended any dividend for the year under review.

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 policy 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 periodically 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, your Company has undertaken projects/ programs in accordance with the CSR Policy. The details of the CSR projects are given in ‘Annexure II'' to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

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.

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 and Corporate Social Responsibility 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 the part of the Annual Report.

Appointment

Considering the knowledge, expertise, experience, skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Vishal Patodia (DIN: 06859788) as the Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 18^th April, 2022 and his appointment was subsequently

approved by the Members at the Extra-Ordinary General Meeting held on 20^th August, 2022.

Further, Mrs. Dipti Budhia (DIN: 03076890) was also appointed by the Board as the Non-Executive Director of the Company w.e.f. 18^th April, 2022, whose appointment was confirmed by the Members a t the Extra-Ordinary General Meeting held on 20^th August, 2022.

Mrs. Sanjana Khaitan (DIN: 07232095) was appointed as Executive Director of the Company w.e.f. 12^th November, 2022.

Resignation

Mrs. Sushma Khaitan (DIN: 00132305), Non-Executive Director and Mr. Ritesh Ojha (DIN: 08277744), Non-Executive Independent Director of the Company resigned from the Board w.e.f. 18^th April, 2022 and 12^th May, 2022 respectively.

Mr. Gopal Mohan Kedia (DIN: 01479870), Non-Executive Independent Director of the Company resigned from the Company w.e.f. 5^th May, 2023.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mrs. Dipti Budhia (DIN: 03076890), Non-Executive Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered herself for re-appointment.

The brief resume and other details relating to Mrs. Dipti Budhia (DIN: 03076890) who is proposed to be re-appointed, 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:

The details of Board and Committee Meetings held during the Financial Year ended on 31^st March, 2023 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.

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 Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, 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. webelsolar.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 Board of Directors 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 the 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

Mr. Sumit Kumar Shaw was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 20^th May, 2022 who subsequently resigned w.e.f. 6^th June, 2023. There were no other changes in Key Managerial Personnel of the Company.

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. webelsolar.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 website www.webelsolar. 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, 2023 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.webelsolar.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Company’s Subsidiary, Joint Venture or Associate during the Financial Year 2022-23.

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 ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled selfassessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS Statutory Auditor

M/s G. P Agrawal & Co., (FRN: 302082E) Chartered Accountants, have been appointed as Statutory Auditors of the Company at the Annual General Meeting held on 29^th September, 2018 for a term of 5 consecutive years to hold office till the conclusion of 33^rd Annual General Meeting to be held in the year 2023.

Since, the tenure of existing Statutory Auditors is expiring at the ensuing Annual General Meeting, the Board of Directors have recommended the re-appointment of M/s G. P. Agrawal & Co., (FRN: 302082E) Chartered Accountants, for further period of 5 (five) years to hold office from the conclusion of ensuing 33^rd Annual General Meeting 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, 2023 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 had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants, as Internal Auditors of the Company to conduct internal audit and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Abhijit Majumdar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2022-23 in the prescribed Form MR-3 is appended as ‘Annexure III’ to this Board’s Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

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 the Secretarial Auditors 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.

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

REMUNERATION RATIO TO DIRECTORS/KMP/ EMPLOYEES

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

OTHER DISCLOSURES 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.

Business Responsibility Report

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalization.

Insurance

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

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.

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Mar 31, 2018

Dear Members,

The Directors hereby submits the twenty-eighth annual report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2018

Particulars	Year 2017-18	Year 2016-17
Revenue from operations	18,327.25	29,608.04
Other Income	1,018.29	7,700.58
Total Revenue	19,345.54	37,308.62
Profit / (Loss) before interest, depreciation, taxes and exceptional items	2,678.61	10,518.62
Less: Interest	855.89	469.85
Less: Depreciation	1,639.32	1,514.92
Profit / (Loss) before exceptional Items	183.40	8,533.85
Less: Exceptional Items & Income tax & other Provisions	(79.98)	659.79
Profit / (Loss) after Tax	263.38	7,874.06

OPERATIONS

During the year under review, your Company was not able to utilize the manufacturing capacity at its optimum. During this financial year, the Company completed OTS with all banks and their total dues were paid. A loan with ARC is outstanding and will be paid in installments as per their sanction with no interest payable on the outstanding loan as per the terms of the sanction.

Your Company reported total revenue of Rs.18327.25 Lakhs against Rs.29608.04 Lakhs during the last financial year. The Company earned a profit of Rs.263.38 Lakhs after providing Rs.1639.32 Lakhs towards depreciation and Rs.855.89 Lakhs towards interest during the current financial year as compared to a profit of Rs.7874.06 Lakhs in the last financial year.

DIVIDEND

Your directors have not recommended any dividend for the year ended 31st March, 2018, in view of the restrictions under Section 123 of the Companies Act, 2013 (the Act) as amended by the Companies (Amendment) Act, 2015, becoming effective from 29th May, 2015, by virtue of which no Company can declare dividend unless carried over previous losses and depreciation not provided in previous year or years, are set off against profit of the Company for the current year.

DIRECTORS

a) Changes in Directors and Key Managerial Personnel:

In accord with the provisions of Section 152 of the Act read with Article 91 of the Article of Association of the Company, S. L. Agarwal, Managing Director will retire by rotation at the ensuing AGM and being eligible, offer himself for reelection. The Board has recommended their re-election.

b) No. of Meetings of the Board:

Five meetings of the Board were held during the year ended March 31, 2018.

c) Declaration by Independent Directors:

All Independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and as per respective regulation of SEBI Listing Regulation(LODR) 2015. The declaration is received in the first meeting of Board of Directors for the year.

d) Separate Meeting of Independent Director:

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

STATUTORY AUDITORS

M/s T. More & Co. Chartered Accountants (FRN 327844E) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 23rd September 2017, for a term of five consecutive years. However, M/s T. More & Co. have tendered their resignation from the Auditorship with effect from the conclusion of the ensuing Annual General Meeting of the shareholders of the Company.

The Company has received special notice u/s 115 of the Companies Act, 2013 from two shareholders of the Company expressing their desire to propose the name of M/s G. P. Agrawal & Co., Chartered Accountants as Statutory Auditors of the Company.

M/s G. P Agrawal & Co. has given their consent to act as Statutory Auditor of the Company, if appointed.

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

Clarification/explanation on remarks in Independent Auditors’ Report

a. In the comments of Auditors under para "EMPHASIS OF MATTER" regarding confirmation of accounts, the director states that all the balance confirmation letters have been sent to respective vendors and customers, confirmations from all have not been received.

b. In Annexure B point No. 1(a) of the Auditors’ Report regarding updation of fixed asset Register, your Directors have to state that fixed asset register will be completed in the next financial year.

c. As regards delay in payment of undisputed statutory dues mentioned in Annexure B point no. 7(a) to the Auditors’ Report, it is submitted that it was due to the continuous adverse financial condition and no banking facility currently available to the Company. However, we hereby submit that all the statutory dues relating to the financial year 2017-18 have since been paid.

COST AUDIT

Cost Audit is not applicable to the Company.

SECRETARIAL AUDIT

Your Board appointed M/s. AL & Associates, Practicing Company Secretaries, to conduct a secretarial audit of the Company for the financial year ended 31st March 2018. The report of the M/s. AL & Associates is provided in the Annexure ‘A'' forming part of this report, pursuant to Section 204 of the Act.

DEPOSITS

The Company has neither accepted nor renewed any deposits as envisaged in Section 73 of the Companies Act, 2013 during the year under review.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. S.L. Agarwal, Managing Director, Mrs. Sima Jhunjhunwala, Chief Financial Officer and Mrs. Sweta Biyani, Company Secretary. During the year, there has been no change in the Key Managerial Personnel of the Company. Details pertaining to their remuneration have been provided in the Extract of Annual Return annexed hereto and forming part of this Report.

COMMITTEES OF THE BOARD:

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Share Transfer Committee. The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report.

AUDIT COMMITTEE:

All recommendations made by the Audit Committee during the year were accepted by the Board.

WHISTLEBLOWER POLICY:

The Company has in place a Whistleblower Policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The aforementioned whistleblower policy is available on the Company’s website at the following web-link: https://www.websolar.com/investor-corner/corporate-governance.

POLICY ON SELECTION AND REMUNERATION OF DIRECTORS:

Based on the recommendation of the Nomination & Remuneration Committee, the Policy on Selection & Remuneration of Directors, Key Managerial Personnel and other employees was revised and adopted by the Board of Directors at their meeting held on 21.08.2017. The said policy was made applicable w.e.f 01.10.17.

BOARD EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of the performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

Outstanding FCCBs of the Company are listed on Singapore Stock Exchange.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading, approved by Board of Directors, inter alia, prohibits trading in securities of the Company by Directors and employees on the basis of unpublished price sensitive information in relation to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure B, which forms part of this report.

RISK MANAGEMENT POLICY:

The policy on risk assessment and minimization procedures as laid down by the Board are periodically reviewed by the Audit Committee and the Board. The policy facilitates the identification of risks at the appropriate time and ensures necessary steps to be taken to mitigate the risks. Brief details of risks and concerns are given in the Management Discussion and Analysis Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT - 9 is given in Annexure C to the Report.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31st March 2018 and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant/ material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were reviewed and no reportable material weakness was observed

ANNUAL CSR REPORT

The Company has formed the CSR Committee at the end of last financial year. However, due to cash crisis the Company could not spend any amount on CSR activities during the financial year but has considered to spent the amount in the financial year 18-19 if there are profits in the profit and loss account.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of managerial personnel and employees of the Company is attached herewith in Annexure D.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of Companies Act,2013 and Listing Regulations, your company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at https://www.webelsolar.com/investorscorner/ corpoarte-governance. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all the transaction between the Company and Related Parties.

All related party Transactions are in place before the Audit Committee for review and approval. All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with the interest of the Company at large. Necessary disclosure regarding transactions with related parties has been made in the Notes to the Audited Accounts.

All related party transactions entered during the year were in the ordinary course of the business and at arm’s length basis. No material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the latest audited financial statement, were entered during the year by our Company. Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act,2013, in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loan, Guarantee or made any investments or provided any security in violation of section 186 of Companies Act, 2013.

STATE OF AFFAIRS OF THE COMPANY

The Company has made a settlement with all the lenders of working capital and term loan. No Due Certificates have been received from the banks. The Company has made expansion in the year thereby increasing its production capacity from 200 MW to 280 MW (Cell Line) and Module line from 90 MW manual line to 250 MW fully automated Module line. Your Company is planning to expand its existing capacity further to 300 MW (Cell Line) and Module line to 500 MW from existing 250 MW.

CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. A separate report on Corporate Governance along with a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance as stipulated under Listing Regulations is annexed in Annexure-E, which forms part of this report. A certificate of CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures is also annexed.

The extract of annual return in Form MGT-9 as required under section 92(3) of the Companies Act and Rule 12 of the companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Annual Report.

SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a formal policy for the prevention of sexual harassment of its employees at the workplace. During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm that, pursuant to provisions of section 134(5) of the Companies Act, 2013, in respect of financial year under review:

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii) We have 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 as at 31st March 2018 and of the Profits of the Company for that period;

iii) We have 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; and

iv) We have prepared the annual accounts on a "going concern" basis.

v) We have laid down internal financial controls for the Company and that such internal financial controls are adequate and operating effectively.

vi) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively

ACKNOWLEDGEMENTS

The directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment towards their duty leading to cordial industrial relations.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of the growth.

The Board of Directors take this opportunity to place on record its deep sense of gratitude for the continued support, assistance and co-operation received from the all the shareholder, Customers, Vendors, Government Authorities and Banks.

On behalf of the Board of Directors

For WEBSOL ENERGY SYSTEM LIMITED

D. Sethia S. L. Agarwal

Independent Director Managing Director

Date : 31st August, 2018

Place : Kolkata

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Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the Twenty Sixth Annual Report and the Audited Accounts on the business and operations of your company for the financial year ended 31st March, 2016.

FINANCIAL RESULTS Rs. in Lacs

Particulars	Year Ended 2015-16	Year Ended 2014-15
Revenue from operations	27,969.69	35,575.08
Other Income	77.35	80.29
Total Revenue	28,047.04	35,655.37
Profit / (Loss) before interest, depreciation, taxes and exceptional items	917.27	583.66
Less: Interest	112.55	207.06
Less: Depreciation	1,452.20	1,626.33
Profit / (Loss) before exceptional Items	(647.48)	(1,249.73)
Less: Exceptional Items & Income tax & other Provisions	339.62	3,939.63
Profit / (Loss) after Tax	(987.10)	(5,236.56)

OPERATIONS

During the year under review your company was able to utilize the manufacturing capacity at its optimum but the margins on sales realization continued to remain lower thereby resulting in losses for yet another year.

Your company reported total revenue of Rs.27,969.69 Lacs against Rs.35,575.08 Lacs during the last financial year. The company suffered a loss of Rs.987.10 Lacs after providing Rs.1,452.20 Lacs towards depreciation and Rs.112.55 Lacs towards interest during the current financial year as compared to a loss of Rs.5,236.56 Lacs in the last financial year.

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial year ended 31st March, 2016.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend for the Financial Year 2007-08 was due for remittance to the Investor Education and Protection Fund established by the Central Government in 2015. The company is in process of filing all documents and forms to respective banks for depositing the same to investor education fund account.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

1. Mr. S. L. Agarwal, Managing Director would retire by rotation and, being eligible, offer himself for re-appointment

2. Miss. Sima Jhunjhunwala has been appointed as Whole Time Director of the Company w.e.f 14th August, 2015 pursuant to the provisions of Section 161(4) and 149(1) of the Companies Act, 2013, which was later ratified by the company in the last AGM.

3. Mr Anup Agrawal has resigned from the post of CFO on 14th of November 2015 and in his place Miss. Sima Jhunjhunwala was given additional responsibility of CFO of the Company.

4. No. of Meetings of the Board : Please refer to PARA NO.2 of annexure “B" to the Directors Report

B) Declaration by an Independent director(s)

All Independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and respective guidelines of SEBI Regulations. The declaration is received in the first meeting of Board Of Directors every year.

STATUTORY AUDITORS

As per Section 139 and other applicable provisions of the Companies Act, 2013 the Company has appointed M/s. Agarwal Sanganeria & Co., Chartered Accountants (Firm Registration No. 302111E) as the Auditors as per the approval of the shareholders in Annual General Meeting (AGM) held on 25th September, 2014, for a further period of three years till the conclusion of 27th Annual General Meeting of the Company subject to ratification by the shareholders in every AGM of the Company, on the remuneration and other terms and conditions as may be fixed by the Board of Directors as recommended by the Audit Committee.

The Board recommends the ratification by the shareholders regarding their reappointment in this AGM.

CLARIFICATION/EXPLANATION ON REMARKS IN INDEPENDENT AUDITORS'' REPORT

a. As per the comments of auditor under para "EMPHASIS OF MATTER" for confirmation of accounts, the management hereby clarifies that all the balance confirmation has been to sent to respective vendors and customers, confirmation from all has yet not been received.

b. As per annexure B point No. 1(a) of the auditors report, company has appointed a firm of professional accountant to update the pending records of fixed assets with the physical records. We expect the same to be completed shortly.

c. As regards delay in payment of undisputed statutory dues mentioned in Annexure B point no. 7(a) to the Auditors'' Report, it is submitted that it was due to the continuous adverse financial condition and no banking facility currently available to the company. However we hereby submit that all the statutory dues relating to the financial year 2015-16 has been paid up to the date of this report.

d. As regards Annexure B point no. 8 the delay in the repayment of the principal sums and interest thereon to the banks / financial institutions, it is submitted that it was due to continued losses incurred by the Company. Allahabad Bank and DENA bank has been assigned to ARCs. Proposal settlement has been given to all bankers ,acceptance for the same is awaited.

e. With reference to point no. 1(g)(iii) under the caption "report on other legal and regulatory requirements" of the Independent auditors report it is hereby clarified that company is in process of submitting documents to banks for transferring the said amount to Investor Education Fund.

f. With reference to the point no 1(e) under the same caption of Auditors report in regards to disqualification of director( Mr Sohan Lal Agarwal), we hereby clarify that company has already applied for RBI approval for conversion of the liability of FCCB holder into equity shares of the company at a price of '' 62 per equity shares determined in accordance with SEBI rules and guidelines. We hope to the receive the approval from RBI within a short time.

COST AUDIT

Cost audit is not applicable to company.

APPLICABILITY OF SECTION 15 OF SICK INDUSTRIAL COMPANIES ACT, 1985 (SICA)

The accumulated losses of the company continued to be more than its net worth and as per the provisions of Section 15 of the Sick Industrial Companies Act, 1985, the Company has made reference to Board for Industrial and Financial Reconstruction (BIFR) which was duly registered but since the consortium bankers have taken up SARFAESI Action, BIFR has vacated our case. Your Directors have moved to AAIFR appealing against the order of BIFR, outcome thereof is awaited.

DEPOSITS

The Company has neither accepted nor renewed any deposits under Section 73 of the Companies Act, 2013 during the year under review.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

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

Information in accordance with the provisions of Section 134(3)(m)of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT - 9 is given in Annexure B to the Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Miss Priti Lakhotia (Partner) Cp No. 127 9 0, ACS No. 21970 of Messers AL & Associates, Company Secretaries, for the financial year 2015-16 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure C.

ANNUAL CSR REPORT

Since the company is incurring losses, provisions of section 135 of the companies act 2013 regarding CSR is not applicable to the Company.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of managerial personnel and employees of the Company is attached herewith in Annexure D.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. Necessary disclosure regarding transactions with related parties has been made in the Notes to the Audited Accounts.

Further, the particulars of every contract or arrangements entered into by the Company during the year with related parties as per Section 188(1) of the Companies Act, 2013 is disclosed in form AOC 2 in Annexure E.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any Loan, Guarantee or made any investments in violation of Section 186 of Companies Act 2013.

STATE OF AFFAIRS OF THE COMPANY

The Company is presently operating at optimum capacity. Since all the banks accounts of the company are NPA there is no banking facility available to the company. Company has proposed settlement terms to all banks, acceptance for the same is awaited. Allahabad Bank and DENA Bank has assigned their entire loan to ARCs. Few investors are interested in investing in your company provided all bank dues are settled. We hope that in the coming time your Company will regain financial strength and will plan for expansion of operations.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance, related party disclosure, disclosure of accounting treatment, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - F, which forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 134(5) of the Companies Act, 2013, in respect of financial year under review:

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

ii) That we have 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 as at 31st March, 2016 and of the loss of the Company for that period;

iii) That we have 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; and

iv) That we have prepared the annual accounts on a "going concern" basis.

v) That the Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. For this Kataruka & Company has been appointed as internal auditor of the company who submits their report to the chairman of the audit committee. The Internal Audit team develops an annual audit plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan.

The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. Also, the Audit Committee at frequent intervals has independent sessions with the external auditor and the Management to discuss the adequacy and effectiveness of internal financial controls.

vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to place on record its deep sense of gratitude for the continued support, assistance and co-operation received from the Customers, Vendors, Government Authorities and Banks during the year under review.

The Board is also grateful to the shareholder for their support.

The Board is also thankful to the employees of the Company for their contribution, support and commitment towards their duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors,

For WEBSOL ENERGY SYSTEM LIMITED

Sd/- Sd/-

Date: 11th August 2016 S. L. Agarwal D. Sethia

Place : Kolkata (Managing Director) (Director)

(00189898) (06775533)

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Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS Rs. in Lacs

Particulars Year Period Ended 2014-15 Ended 2013-14

Revenue from operations 35,575.08 30,465.58

Other Income 80.29 125.10

Total Revenue 35,655.37 30,590.68

Profit / (Loss) before interest, depreciation, taxes and exceptional items 583.65 1,320.88

Less : Interest 207.06 3,103.04

Less : Depreciation 1,626.33 1,776.46

Profit / (Loss) before exceptional Items (1,249.74) (3,558.62)

Less: Exceptional, Extraordinary Items & other Provisions 3,939.63 3,875.95

Profit / (Loss) after Tax (-5,236.56) (7,434.57)

OPERATIONS

During the year under review your company was able to utilize the manufacturing capacity at its optimum. Sales have increased, there by company was able to make cash profit amounting to Rs. 376.51 lacs.

The concerned Government department is in the process of initiating the imposition of anti-dumping duty on imports of solar cells and modules and has at the same time outlined the requirement of domestic content under various solar schemes to revive the industry. Tese positive steps will help your Company to augment its sales and profitability.

During the financial year under review your company reported total revenue ofRs. 35,655.37 Lacs against Rs. 30,590.68 Lacs during the last financial year. The company suffered a loss ofRs. 5,236.56 Lacs after providingRs. 1,626.33 Lacs towards depreciation andRs. 207.06 Lacs towards interest during the current financial year as compared to a loss ofRs. 7,434.57 Lacs in the last financial year.

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial year ended 31st March, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend for the Financial Year 2007-08 and 2008- 09 is due for remittance to the Investor Education and Protection Fund established by the Central Government in 2015 and 2016 respectively.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the year Mr. B.R. Sengupta, Independent Director and Mr. Sudaata Mandall, Nominee Director, has resigned from the Board w.e.f 1st October, 2014 and 28th November, 2014 respectively, your Directors place on record their deep appreciation for the valuable contribution made by them.

Mr. S. L. Agarwal, Managing Director would retire by rotation and, being eligible, offer himself for re-appointment

Mr. Prateek Kaushik and Mrs. Sima Jhunjhunwala has been appointed as Directors of the Company w.e.f. 11th February, 2015 and 14th August, 2015 pursuant to the provisions of Section 161(4) and 149(1) of the Companies Act, 2013, respectively who holds office upto the date of this Annual General Meeting. Resolutions are proposed for your approval for their appointment as Directors.

Mr. S. Beriwal, Chief Financial Officer, resigned from the office w.e.f 16th June, 2014 and Mr. Anup Kr. Agarwal has been appointed in his place.

B) Declaration by an Independent director(s)

All Independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

STATUTORY AUDITORS

As per Section 139 and other applicable provisions of the Companies Act, 2013 the Company has appointed M/s. Agarwal Sanganeria & Co., Chartered Accountants (Registration No. 317224E) as the Auditors as per the approval of the shareholders in Annual General Meeting (AGM) held on 25th August, 2014, for a further period of three years till the conclusion of 27th Annual General Meeting of the Company subject to ratification by the shareholders in every AGM of the Company, on the remuneration and other terms and conditions as may be fixed by the Board of Directors.

The Board recommends the ratification by the shareholders regarding their reappointment.

STATUTORY AUDITORS' REPORT

a. As regards delay in payment of undisputed statutory dues mentioned in para 11(f)(i) of the Annexure to the Auditors' Report, it is submitted that it was due to the adverse financial condition as well as non-realization of receivables in time and that the same will be paid in due course of time together with applicable interest, if any.

b. As regards the delay in the repayment of the principal sums and interest thereon to the banks / financial institutions mentioned in para (ix) of the Annexure to the Auditors' Report, it is submitted that it was due to continued losses incurred by the Company, however the co is under the process of OTS with the Consortium banks.

c. With reference to point no 11(f)(iii) of the audit report it is hereby clarified that the delay by a month in transferring the amount to IPF was purely unintentional. As the transfer involve other outsiders and intermediaries in the same and so the whole process of transferring the said amount was delayed due to some procedural requirements which took an exceptional amount of additional time in getting due clearance.

d. As regard FCCB, mentioned in para 11(e) of the Auditors' Report, the bond holder is still holding the bonds which were expired and his status is now unsecured creditor. Company is approaching RBI for negotiation for settlement with the Bond Holder.

COST AUDIT

The Company has filed the cost audit report for the financial year ending 31st March 2014, on 15th October, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. Sneha Agarwal, Company Secretary in practice for the financial year 2014-15 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure C.

APPLICABILITY OF SECTION 15 OF SICK INDUSTRIAL COMPANIES ACT, 1985 (SICA)

The accumulated losses of the company continued to be more than its net worth and as per the provisions of Section 15 of the Sick Industrial Companies Act, 1985, the Company has made reference to Board for Industrial and Financial Reconstruction (BIFR) which was duly registered and its outcome is awaited.

DEPOSITS

The Company has neither accepted nor renewed any deposits under Section 73 of the Companies Act, 2013 during the year under review.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3)(m)of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure –A, which forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT – 9 is given in Annexure B to the Report.

ANNUAL CSR REPORT

Not applicable.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of managerial personnel and employees of the Company is attached herewith in Annexure D.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. Tere are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. Necessary disclosure regarding transactions with related parties has been made in the Notes to the Audited Accounts.

Further, the particulars of every contract or arrangements entered into by the Company during the year with related parties as per Section 188(1) of the Companies Act, 2013 is disclosed in form AOC 2 in Annexure E.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - F, which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 134 (5) of the Companies Act, 2013, in respect of financial year under review:

i) Tat in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii) That we have 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 as at 31st March, 2015 and of the loss of the Company for that period;

iii) That we have 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; and

iv) That we have prepared the annual accounts on a "going concern" basis.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to place on record its deep sense of gratitude for the continued support, assistance and co-operation received from the Customers, Vendors, Government Authorities and Banks during the year under review.

The Board is also grateful to the shareholder for their support.

The Board is also thankful to the employees of the Company for their contribution, support and commitment towards their duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors,

For WEBSOL ENERGY SYSTEM LIMITED

Sd/- Sd/-

Date: 14th August 2015 S. L. Agarwal D. Sethia

Place : Kolkata (Managing Director) (Director)

(00189898) (06775533)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Fourth Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(in Lacs)

Year ended Period ended 31.03.2014 31.03.2013

Revenue from operations 30,465.58 11,421.58

Other Income 125.10 1,146.63

Total Revenue 30,590.68 12,568.21

Profit / (Loss) before interest, depreciation, taxes and exceptional items 1,320.88 237.25

Less: Interest 3,103.04 1,854.27

Less: Depreciation 1,776.46 1,298.51

Profit / (Loss) before exceptional Items (3,558.62) (2,915.53)

Less: Exceptional Items & other Provisions 3,875.95 1,324.55 Profit / (Loss) after Tax (7,434.57) (1,590.98)

OPERATIONS

During the year under review your company was able to uti lize the manufacturing capacity at its opti mum but the sales realization continued to remain lower thereby resulting in losses for yet another year.

The concerned Government department has already initiated the imposition of anti-dumping duty on imports of solar cells and modules and has at the same time outlined the requirement of domestic content under various solar schemes to revive the industry. These positive steps will help your Company to augment its sales and profitability.

During the financial year under review your company reported total revenue of '' 30,590.68 Lacs against '' 12,568.21 Lacs during the last financial period for nine months. The company suffered a loss of '' 7,434.57 Lacs after providing '' 1,776.46 Lacs towards depreciation and '' 3,103.04 Lacs towards interest during the current financial year as compared to a loss of '' 1590.98 Lacs in the last financial period.

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial year ended 31st March, 2014.

DIRECTORS

During the year Mr. Santosh Kumar Tibrewalla has resigned from the Board w.e.f 1st April, 2014. Your Directors place on record their deep appreciation for the valuable contribution made by him.

In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013, effective from 1st April, 2014, Independent Directors are not to be included in the total number of directors of the Company for the purpose of determining the directors liable to retire by rotation. Accordingly, Mr. Sohan Lal Agarwal, the Managing Director of the Company, who is a non retiring Director in terms of the erstwhile provisions of the Company Act, 1956 shall henceforth be liable to determination by retirement of Directors by rotation. Resolution is proposed for your approval for the change in terms of his appointment as rotating Director.

In terms of Section 149 of the Companies Act, 2013, effective from 1st April, 2014 the existing Independent Director - Mr. Biswa Ranjan Sengupta is being re-appointed for a term of 5(five) years w.e.f. 25th September, 2014. Resolution is proposed for your approval for his re-appointment as Independent Director.

Mr. Dharmendra Sethia and Mrs. Sushma Khaitan has been appointed as Directors of the Company w.e.f. 14th August, 2014 pursuant to the provisions of Section 161(4) and 149(1) of the Companies Act, 2013, respectively, who holds office upto the date of this Annual General Meeting. Resolutions are proposed for your approval for their appointment as Directors.

STATUTORY AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Statutory Auditors of your Company retire at the ensuing Annual General Meeti ng and have confirmed their eligibility for reappointment at the forthcoming Annual General Meeting under section 139 of the Companies Act, 2013.

STATUTORY AUDITORS'' REPORT

a. As regards the Fixed Assets records of the Company being incomplete mentioned in para (i) of the Annexure to the Auditors''

Report, it is submitted that the updation of the records is under process and shall be completed in due course of time.

b. As regards delay in payment of undisputed statutory dues mentioned in para (ix) of the Annexure to the Auditors'' Report,

it is submitted that it was due to the adverse financial condition as well as non-realization of receivables in time and that the same will be paid in due course of time together with applicable interest, if any.

c. As regards the accumulated losses continuing to be more than its net worth and further cash losses incurred by the Company

mentioned in para (x) of the Annexure to the Auditors'' Report, it is submitted that during the year under review also the margins were impacted due to lower sales realizations adding to the losses of earlier years. The Company has already filed a reference to the Board for Industrial and Financial Reconstruction (BIFR) which was duly registered and further outcome is awaited.

d. As regards the delay in the repayment of the principal sums and interest thereon to the banks / financial institutions

mentioned in para (xi) of the Annexure to the Auditors'' Report, it is submitted that it was due to continued losses incurred by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting

standards have been followed and there are no material departures from the same;

ii) That we have 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 as at 31st March, 2014 and of the loss of the Company for that period;

iii) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and

iv) That we have prepared the annual accounts on a "going concern" basis.

COST AUDIT

The Company has filed the cost audit report for the financial year ending 31st March 2013, on 25th November, 2013. The Company will file the cost audit report for the financial year ending 31st March 2014 within the stipulated time period.

APPLICABILITY OF SECTION 15 OF SICK INDUSTRIAL COMPANIES ACT, 1985 (SICA)

The accumulated losses of the company continued to be more than its net worth and as per the provisions of Section 15 of the Sick Industrial Companies Act, 1985, the Company has made reference to Board for Industrial and Financial Reconstruction (BIFR) which was duly registered and its outcome is awaited.

DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - B, which forms part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Informati on in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Parti culars in the report of Board of Directors) Rules, 1988 regarding conservati on of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure - A, which forms part of this report.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees were in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to place on record its deep sense of gratitude for the continued support, assistance and co-operation received from the Customers, Vendors, Goverment Authorities and Banks during the year under review.

The Board is also grateful to the shareholder for their support.

The Board is also thankful to the employees of the Company for their contribution, support and commitment towards their duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors, For WEBSOL ENERGY SYSTEM LIMITED

Date : 14th August, 2014 S. L. Agarwal B. R. Sengupta Place : Kolkata Managing Director Director

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Mar 31, 2013

The Directors are pleased to present the Twenty Third Annual Report and the Audited Accounts for the financial period ended 31st March, 2013

FINANCIAL RESULTS (Rs.in lacs)

Particulars Current Period Last financial Period 2012-13 2011-12

Revenue from operations 11,421.58 14,325.21 Other Incomes 1,146.63 291.15

Total Revenue 12,568.21 14,616.36

Profit / (Loss) before interest, depreciation & taxes 1,561.80 (17,569.97)

Less: Interest 1,854.27 3,175.00

Less: Depreciation 1,298.51 1,995.50

Profit / (Loss) before Tax (1,590.98) (22,740.47)

Less: Provision for taxes including deferred taxes 678.07

Profit / (Loss) after Tax (1,590.98) (23,418.54)

OPERATIONS

During the current financial period of nine months (ie. 2012 - 13) as well as the last financial period of fifteen months (ie 2011 -12), we witnessed a significant decline in the global prices of the raw materials and finished goods coupled with the devaluation in the Indian Rupees vs US Dollar which resulted in a sharp decline in profitability leading to erosion of entire net worth of your Company.

During the nine months financial period under review your company reported a total revenue of Rs.12,568.21 Lacs againstRs. 14,616.36 Lacs during the last financial period for fifteen months. After providing Rs. 1,298.51 Lacs towards depreciation and Rs. 1,854.27 Lacs towards interest, the company suffered a loss ofRs. 1,590.98 Lacs during the current financial period as compared to a loss of Rs. 23,418.54 Lacs in the last financial period

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial period ended 31st March, 2013.

DEBT RESTRUCTURING AND BIFR

During the last financial period the credit facilities availed by your Company were restructured by a majority of the lenders under the bilateral scheme of restructuring. However three working capital banks viz., Standard Chartered Bank, Dena Bank and HDFC Bank did not consent to restructure the working capital credit facilities sanctioned by them and as such the scheme of restructuring was not implemented in its essence. As a consequence these three working capital lenders as also the other two working capital lenders i.e., Allahabad Bank and Federal Bank have classified your company''s borrowings as Non Performing Asset (NPA) as on the date of the Balance Sheet under review.

Further due to the complete erosion of net worth of your company, a reference was filed and registered with the Board for Industrial and Financial Reconstruction (BIFR) during the financial period under review.

DIRECTORS

During the year under review Mrs. S. Vasanthi and Mr. S. K. Pal resigned from the office of Directors w.e.f. 08.10.2012 and 01.12.2012 respectively. However Mrs. S. Vasanthi is continuing with the Company as an employee. The Board put on record their valuable guidance and services rendered during their tenure as Directors of the Company.

According to the provisions of Articles of Association of the Company and the Companies Act, 1956, Mr. Biswa Ranjan Sengupta and Mr. Santosh Kumar Tibrewalla, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

STATUTORY AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and have confirmed their eligibility for re- appointment at the forthcoming Annual General Meeting under section 224(1B) of the Companies Act, 1956.

STATUTORY AUDITORS'' REPORT

On the Statutory Auditor''s observations, reply from the management is as under:

a. As mentioned in para (i) of the Annexure to the Auditors'' Report, regarding updating of the book records related to Fixed

Assets, the updation of fixed asset register is in process and the same will be updated in due course of time.

b. As mentioned in para (ix) of the Annexure to the Auditors'' Report, regarding delay in deposit of undisputed statutory dues as on 31st March 2013, the same is due, because of adverse cash flow situation of the Company. The said dues will be paid in due course of time.

c. As mentioned in para (x) of the Annexure to the Auditors'' Report, regarding accumulated losses exceeding the net worth during the current financial period and as well as during the last financial period, the same was due to significant decline in the global prices of the raw materials and finished goods coupled with the devaluation in the Indian Rupees vs US Dollar which resulted in a sharp decline in profitability. These factors had an impact on the profitability of your Company which ultimately led to erosion of entire net worth of our Company. On erosion of entire net worth of the Company as on 30th June 2012, as a statutory compliance of law, a reference was filed and registered with Board for Industrial and Financial Reconstruction (BIFR) during the current financial period.

d. As mentioned in para (xi) of the Annexure to the Auditors'' Report, regarding delays in repayment of principal sums and interest thereon to banks / financial institutions and classification of the accounts of the Company as Non Performing Asset (NPA) the same was due to adverse financial conditions. Further, three working capital lenders viz. Standard Chartered Bank, Dena Bank and HDFC Bank did not consent to the restructuring package approved and sanctioned by the lead bank. As on the date of the Balance Sheet all the working capital lenders viz. Allahabad Bank, The Federal Bank, Standard Chartered Bank, Dena Bank and HDFC Bank to the Company have classified the Company''s borrowings accounts with them as Non Performing Assets (NPA).

DIRECTORS'' RESPONSIBILITY STATEMENT We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial period under review:

i) That in the preparation of the Annual Accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

ii) That we have 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 period as at 31st March, 2013 and of the loss of the Company for that period;

iii) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and

iv) That we have prepared the annual accounts on a "going concern" basis.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock

Exchange Limited and National Stock Exchange of India Limited.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - B, which forms part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules , 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure –A, which forms part of this report.

INDUSTRIAL RELATIONS

The industrial relation during the period under review (July 2012- March 2013) had been cordial. The Directors take on record the dedication, contribution, support, commitment and significant efforts made by the Officers, Staff and Workers towards the overall evolution of the Company.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees were in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

ACKNOWLEDGEMENT

The Board of Directors would like to take this opportunity to offer their thanks and deep sense of gratitude for the support, assistance and co-operation received from the Financial Institutions, Banks, Customers, Vendors and the Government Authorities during the period under review. The Board is thankful to the shareholders for their support to the Company.

On behalf of the Board of Directors,

For WEBSOL ENERGY SYSTEM LIMITED

Sd/- Sd/-

S. L. Agarwal B. R. Sengupta

(Managing Director) (Director)

Date: 29th May 2013

Place: Kolkata

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty First Annual Report and the Audited Accounts for the financial

Financial results (Rs.in lacs) 2010-11 2009-10

Total Income 18478.75 17149.30

Total Expenditure 15738.22 14294.74

Profit before interest, depreciation & tax 2740.53 2854.56

Less: Interest 1292.90 1906.96

Depreciation 918.85 1244.68

Profit/Loss Before Tax 528.78 (297.08)

Less : Provision for -

- Taxation (incl for earlier years and FBT) (82.36) (3.08) - Doubtful Debts (7.27) -

- Deferred Tax (257.65) -

181.50 (300.16)

Add : Excess I. T. provision written back 0.04 -

Profit / (Loss) After Tax 181.54 (300.16)

Add : Balance brought forward from previous year 2590.27 2890.43

Balance Carried to Balance Sheet 2771.81 2590.27



Business And Performance

Solar energy demand has grown by an average 30% per annum over the past 20 years against a backdrop of rapidly declining costs and prices. This decline in cost has been driven by economies of manufacturing scale, manufacturing technology improvements, and the increasing efficiency of solar cells.

Your company being a pioneer in the industry of manufacturing solar photovoltaic cells and modules, has been on a constant growth path over the years. The last financial year of your Company, which was of nine months and ended on 31st March' 2011, was notable in itself as the company stepped up its production capacity from 30MW to 60MW, thus doubling its total production at its state of the art manufacturing facility at Falta SEZ, West Bengal. The turnover of your company for the last accounting period was Rs.16915.97 lacs as against Rs.14961.87 lacs for fifteen months in 2009-10. Despite the increase in production in quantitative terms, the turnover was low mainly because of the decrease in the selling prices of finished goods in absolute terms.

The Solar industry as a whole has recently surfaced as one of the main sources of clean energy with the Govt, of major countries showing a keen interest in promoting this industry. Recently the Govt, of India has also announced the Jawaharlal Nehru National Solar Mission (JNNSM) wherein the Govt, has set a target of generating about 20GW of solar power by 2022. The Ministry of New and Renewable Energy is proposing a national renewable portfolio standard (RPS) requiring 10% of Indian electricity to come from renewable by 2012 and 20% by 2020. The overall global PV installation increased nearly six times from 2004 and is expected to grow faster. Solar photovoltaic power is a viable and reliable technology with a significant potential for long term growth in nearly all regions.

expansion Capacity

In line with its expansion plans as projected and embarked upon, your company is pleased to announce that with our relentless efforts we have achieved our target expansion plan of 60MW by the end of February 2011. The company continues to transcend the growth trajectory and commits to achieve the 120 MW installed production capacity in due time as targeted to enhance revenues and give a strong competition in this over expanding market scenario.

Dividend

Considering the performance of your Company in the period under review and the ongoing expansion process, the Board of Directors of your company have not recommended any dividend for the last financial year.

Directors

According to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. O.P. Agarwal and Mr. S.K. Pal retire by rotation and being eligible offer themselves for re-appointment. The Board considered that their re-appointment will be most beneficial to the Company and hence recommends adoption of the resolutions.

Auditors

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Auditors of the Company retire pursuant to section 224 of the Companies Act, 1956 and being eligible offer themselves for re- appointment. Necessary certificate under Section 224(1 B) of the Companies Act, 1956 has been received from the retiring Auditors confirming their eligibility and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

Auditors' Report

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

Directors' Responsibility Statement

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

i) that in the preparation of the Annual Accounts for the financial period ended 31st March, 2011, the applicable accounting standards have been followed and there are no material departures from the same;

ii) that we have 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 period as at 31 st March, 2011 and of the profit of the Company for that period;

iii) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities.

iv) that we have prepared the annual accounts on a "going concern" basis.

Listing Of Securities in Stock Exchanges

The shares of the Company are listed on Bombay Stock Exchange and National Stock Exchange.

Corporate Governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO and the Management Discussion & Analysis Report and are given in the enclosed Annexure - B, which forms part of this Report.

Industrial Relations

The industrial relation during the last financial period had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Energy, Technology & Foreign Exchange

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

Particulars Of Employees

During the period under review none of the employees was in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the period under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the period under review.

By order of the Board, For Websol Energy Systems Ltd.

S. L. Agarwal S. Vasanthi Managing Director Director

Registered office:

9, A.J. C. Bose Road, Ideal Centre, 5th Floor, Kolkata-700 017 Date: 28th May, 2011

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Jun 30, 2010

The Directors are pleased to present the Twentieth Annual Report and the Audited Accounts for the financial year ended 30th June, 2010.

Financial Results (Rs. in lacs)

2009-10 2008-09 Total Income 17149.30 14782.29

Total Expenditure 14294.74 11937.07

Profit before interest, depreciation & tax 2854.56 2845.22

Less : Interest 1906.96 956.89

Depreciation 1244.68 209.94

Profit/Loss Before Tax (297.08) 1678.39

Less : Provision for - -

Taxation (incl for earlier years and FBT) (3.08) 385.76

- Doubtful Debts

- Deferred Tax - 236.72

(300.16) 1055.91

Add : Excess I. T. provision written back Deferred Tax written back

Profit After Tax (300.16) 1055.91

Less : Dividend (including dividend tax) - 90.54

Net Deficit for the year (300.16) 965.37

Add : Balance brought forward from previous year 2890.43 1925.06

Balance Carried to Balance Sheet 2590.27 2890.43

Business and Performance

India, an emerging economy, has witnessed unprecedented levels of economic expansion, along with countries like China, Russia, Mexico and Brazil. India, being a cost effective and labor intensive economy, has benefited immensely from a strong manufacturing and export oriented industrial framework. With the economic pace picking up, global commodity prices have also staged a comeback from their lows.

In the past few years, solar power has taken centre-stage globally as an alternate energy source. The past few months, however, have been a dampener in terms of investment flows into the sector because of the global recession. But with China and India, the two most attractive markets for solar capacity build-outs, setting ambitious targets for the next decade, the sector is definitely poised for a fresh beginning.

Your company being a pioneer in the industry of manufacturing of photovoltaic cells and modules, strives to transcend all hurdles for noting down remarkable growth. The last financial year of your Company, which was of fifteen months and ended on 30th June 2010, saw many events, the major amongst them being the start of state of the art manufacturing facility at Falta SEZ, West Bengal. The turnover of your company for the last financial year was Rs.14961.87 lacs as against Rs.13911.51 lacs in 2008-09. Despite the increase in the quantitative terms, the turnover was low mainly because of the decrease in the selling prices of finished goods in absolute terms. However, your company posted a loss in the last financial year, which can be viewed as a temporary phase, and was mainly due to fall in the prices of SPV cells and modules globally, weakening of euro vis- a-vis dollar and higher depreciation and interest costs.

Solar power, which is counted among one of the major environment-friendly sources of energy, has a number of positives and negatives. One of the most prominent advantages of solar power is that it can be renewed. With government support to boost the growth of solar industry the revival of smooth market conditions is warranted. The announcement of Jawaharlal Nehru mission by the Govt. of India with a target of setting up of 20 GW of solar PV plants by 2020 has given a further boost to the industry and domestic demand is also expected to pick – up.

Expansion Capacity

With the solar industry attracting business majors and neck cut competition, companies are on the tread for capacity expansion. In the present business scenario, volume based business has become a necessity to survive. During the last year your

Company successfully commenced the commercial production of 30 MW SPV Cells and Modules at its new state of the art manufacturing facility at Falta SEZ, West Bengal. Your company is further adding to the existing capacities in order to be economical in terms of cost given the fact that your company already has adequate infrastructure and facilities for expanding the installed capacity upto 90 – 120 MW.

Qualified Institutional Placement (QIP) and Preferential Allotments

During the year under review your Company has raised capital of Rs.45.40 cr. by way of QIP and further Preferential Warrants, convertible into equity shares, was also issued to the Promoter and Strategic Investor, amounting to Rs.30.00 cr. These funds were raised to augment the Working Capital requirements of the Company as well as to repay its debt obligations and strengthen the capital base.

Dividend

Considering the performance of your Company in the period under review and the ongoing expansion process, the Board of Directors of your company have not recommended any dividend for the last financial year.

Directors

According to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S.K. Pal and Mr. S.P. Bangur retire by rotation and being eligible offer themselves for re-appointment. The Board considered that their re-appointment will be most beneficial to the Company and hence recommends adoption of the resolutions.

Mr. Sameer Agarwal was appointed as an Additional Director and he will hold office as such till the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the Companies Act, 1956 from a shareholder proposing the candidature of the said Additional Director for the office of Director of the Company.

Auditors

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Auditors of the Company retire pursuant to section 224 of the Companies Act, 1956 and being eligible offer themselves for re- appointment. Necessary certificate under Section 224(1B) of the Companies Act, 1956 has been received from the retiring Auditors confirming their eligibility and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

Auditors Report

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

Directors Responsibility Statement We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

i) that in the preparation of the Annual Accounts for the financial year ended 30th June 2010, the applicable accounting standards have been followed and there are no material departures from the same;

ii) that we have 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 as at 30th June 2010 and of the Loss of the Company for that period;

iii) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities.

iv) that we have prepared the annual accounts on a “going concern” basis.

Listing of Securities in Stock Exchanges

The shares of the Company are listed on Bombay and National

Stock Exchange.

Corporate Governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO and the Management Discussion & Analysis Report and are given in the enclosed Annexure - B, which forms part of this Report.

Industrial Relations

The industrial relation during the last financial year had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Energy, Technology & Foreign Exchange Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules , 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure –A, which forms part of this report.

Particulars of Employees

During the year under review none of the employees was in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year under review.

Registered Office: By Order of the Board,

Plot No. N1, Block – GP, For WEBSOL ENERGY SYSTEMS LTD. Sector – V, Salt Lake

Electronics Complex, S. L. Agarwal S. Vasanthi

Kolkata – 700 091. Managing Director Director

Date: 30th August 2010 Place: Kolkata