Websol Energy System Limited — Proxy Solicitation & Information Statement 2025

Oct 23, 2025

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Date: 23[rd] October, 2025

To, To, The Manager Listing, The Manager Listing, National Stock Exchange of India Limited BSE Limited Exchange Plaza, Floor 25, Bandra Kurla Complex, PJ Towers, Dalal Street, Bandra (E) Mumbai: 400051 Mumbai: 400 001 Scrip Code- WEBELSOLAR Scrip Code- 517498

WEBSOL ENERGY SYSTEM LIMITED: ISIN-INE855C01015

Sub: Submission of Notice of Postal Ballot of the Company and intimation of cut-off date for e-voting

Dear Sir,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Postal Ballot Notice, together with Explanatory Statement sent to the members through electronic mode whose names appeared on the Register of Members/ List of Beneficial Owners and whose e-mail addresses are registered with the Register & Share Transfer Agents (RTA)/ Depositories as on Friday, 10[th] October, 2025 i.e., Cut-off date.

The company has completed dispatch of the said Postal Ballot notice on Thursday, 23[rd] October, 2025.

The remote e-voting shall commence on Friday, 24[th] October, 2025 at 9:00 A.M. IST and end on Saturday, 22[nd] November, 2025 at 05:00 P.M. IST.

The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of remote e-voting facility to its members.

This is for your information and records.

Yours Truly,

For Websol Energy System Limited RAJU Digitally signed by RAJU SHARMA SHARMA Date: 2025.10.23 15:32:41 +05'30' Raju Sharma Company Secretary Encl: As above

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Postal Ballot Notice

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below))

To,

The Shareholders,

Websol Energy System Limited.

NOTICE is hereby given to the shareholders of Websol Energy System Limited (the “Company”) pursuant to the provisions of Section 108 and Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”) read with General Circular Nos.14/2020 dated 8[th] April 2020, 03/2022 dated 5[th] May 2022, 11/2022 dated 28[th] December 2022, 09/2023 dated 25[th] September 2023 and 09/2024 dated 19[th] September 2024, General Circular No 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and other applicable laws, rules and regulations (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of Ordinary resolution for matter as considered in the Resolution appended below through postal ballot (“Postal Ballot”) by way of remote e-voting only.

In terms of the MCA Circulars and in compliance with Regulation 44 of the Listing Regulations and provisions of Sections 108 and 110 of the Act, the manner of voting on the proposed resolutions is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Postal Ballot Notice.

Accordingly, in compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those shareholders whose email address is registered with the Company’s Registrar and Share Transfer Agent, viz., R & D Infotech Pvt Ltd (“R & D Infotech”) / Depositories and the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The Board of Directors of the Company recommends approval of the shareholders for the Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution setting out material facts and the reason for the Resolution is annexed hereto.

You are requested to peruse the proposed Resolution along with its Explanatory Statement and thereafter record your assent or dissent on or before Saturday, 22[nd] November, 2025 (5.00 p.m. IST) by means of remote e-voting facility provided by the Company.

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ITEM NO. 1: RE-APPOINTMENT OF MS. SANJANA KHAITAN AS WHOLETIME DIRECTOR (EXECUTIVE) OF THE COMPANY

To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution:

“ RESOLVED THAT in supersession of all earlier resolution passed by the Company in this regard and pursuant to provisions of Section 196, 197, 198 and all other applicable provisions of Companies Act, 2013 and rules made thereunder (including any statutory modification or re-enactment thereof) and Regulation 17 (1C) (b) of SEBI (LODR) Regulations, 2025 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’) including any statutory modifications or re-enactment thereof for the time being in force and enabling provisions of Articles of Association of the Company, based on the recommendation of Nomination and Remuneration Committee and Audit Committee and as decided by the Board of Directors in its meeting held on 17[th] October, 2025, the consent of the members of the Company be and is hereby accorded to re-appoint Ms. Sanjana Khaitan (DIN: 07232095) as the Wholetime Director (Executive) of the Company, liable to retire by rotation, for a period of 3 (Three) consecutive years at a remuneration of Rs. 1,10,00,000 (Rupees One Crore Ten Lacs only) per annum excluding perquisites and allowances and on such terms and conditions as set out in the agreement to be entered between Ms. Sanjana Khaitan and the Company.

RESOLVED FURTHER THAT subject to the applicable provisions of the Companies Act read with Schedule V of Companies Act, where in any financial year during the tenure of appointment of Ms. Sanjana Khaitan (DIN: 07232095), the Company has no profits or its profits are inadequate, the Company may pay the aforesaid remuneration to Ms. Sanjana Khaitan, within the overall limits prescribed under schedule V and other applicable provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors and / or Company Secretary of the Company be authorized on behalf of the Company to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution, and as it may, in its absolute discretion, deem necessary or expedient in the interest of the Company and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard including to vary the terms of reappointment, without requiring the Board to secure any further consent or approval of the Members of the Company.”

By order of the Board of Directors Websol Energy System Limited

Place : Kolkata Date : 17[th] October, 2025

Raju Sharma, Company Secretary. M. No. A27886.

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NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts of the aforesaid items is annexed hereto as Annexure I and which forms part of this Postal Ballot Notice.

2. All documents required to be kept open for inspection, if any, shall be open for inspection at the Registered Office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturday, Sunday and Holidays). Such documents shall also be made available on the Company’s website (www.websolenergy.com) to facilitate online inspection till the date of announcement of the results of this Postal Ballot.

3. The Company has appointed Mr. Abhijit Majumdar, (Membership No.A9804 and Certificate of Practice No. 18995), Practicing Company Secretaries, Kolkata, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny on or before Monday, 24[th] November, 2025. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith and the same shall be communicated to the National Stock Exchange of India Limited and the BSE Limited and shall also be available on the Company’s website (www.websolenergy.com). The resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting, i.e. Saturday, 22[nd] November, 2025, in terms of SS-2.

4. In terms of Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the advertisement pertaining to this Postal Ballot is being published in one English national daily newspaper circulating throughout India (in English language) and one Bengali daily newspaper circulating in Kolkata (in vernacular language, i.e. Bengali).

CUT-OFF DATE

1. The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 10[th] October, 2025 (hereinafter referred to as the “Cut-off Date”). Only the person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date, shall be entitled to vote in this Postal Ballot. A person who is not a shareholder as on the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

DESPATCH OF POSTAL BALLOT NOTICE

1. This Postal Ballot Notice is being sent in electronic form to all the shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut-off Date and who have registered their email address in respect of electronic holdings with the Depositories through the concerned Depository Participants and in respect of physical holdings with R & D Infotech Pvt Ltd.

2. Shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut-off date will only be considered eligible for the purpose of e-voting and such shareholders are requested to record their assent or dissent through remote e-voting facility only and hard copy of this Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.

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1. A copy of the Postal Ballot Notice, Explanatory Statement and remote e-voting instructions are available on the Company’s website (www.websolenergy.com), and also on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

2. Shareholders who have still not registered their email IDs are requested to do so at the earliest as under:

3. Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16[th] March 2023, all the holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register / update the contact details by submitting the requisite Form ISR- 1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link www.websolenergy.com. Form ISR-1 and the supporting documents can be provided by any one of the following modes:

   • a) Through ‘In Person Verification’ (IPV), the authorised person of R & D Infotech shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials;

   • b) Through hard copies which are self-attested, which can be shared on the address of R & D Infotech Pvt Ltd.

Detailed FAQs are available on R & D Infotech’s weblink http://www.rdinfotech.org//.

• Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.

• Shareholders are requested to support this Green Initiative effort of the Company and get their email ID registered to enable the Company to send documents such as notices, annual reports, and other documents in electronic form. Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / R & D Infotech to enable servicing of notices, annual reports, other documents in electronic form.

• Please note that as a valued shareholder of the Company, you are always entitled to request and receive all such communication in physical form free of cost. Further, the documents served through email are available on the Company’s website (www.websolenergy.com) and are also available for inspection at the Registered Office of the Company during specified business hours.

REMOTE E-VOTING:

1. In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI Circular No.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e- voting Circular”), the Company is providing the facility to the shareholders to exercise their right to vote on the proposed resolutions electronically (“remote e-voting”). NSDL will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on the resolutions proposed to be considered through this Postal Ballot Notice by electronic means.

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1. The remote e-voting period commences on Friday, 24[th] October, 2025 (9.00 a.m. IST) and closes on Saturday, 22[nd] November, 2025 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully paid-up shares, either in physical form or in demat form, as on the Cut-off Date may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL thereafter and voting will not be allowed beyond 5.00 p.m. IST on Saturday, 22[nd] November, 2025. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

2. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date.

3. In terms of SEBI e-voting Circular, e-voting process has been enabled for all the ‘individual demat account holders’ by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participant(s) (“DP”). The detailed procedure for remote e-voting is given below.

4. Individual members having demat account(s) would be able to cast their vote without having to register again with the e- voting service provider (“ESP”), i.e. NSDL, thereby not only facilitating seamless authentication but also ease and convenience of participating in the e- voting process. Members are advised to update their mobile number and email ID with their DPs to access the e-voting facility.

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1. The procedure for remote e-voting is as under:

2. I. Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Login method for Individual shareholders holdingsecurities in demat mode isgiven below:	Login method for Individual shareholders holdingsecurities in demat mode isgiven below:
Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or Your User ID is:
CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example if your DP ID is IN300 and Client ID
is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is
12** then your user ID is 12**
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and
cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to
enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from NSDL
from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf
file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits
of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered
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1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens.

3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

4. Upon confirmation, the message “Vote cast successfully” will be displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to majumdar_abhijeet@yahoo.co.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL and/ or Mr. Amit Vishal, Deputy Vice President, NSDL at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to (Company email id).

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1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

2. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Annexure I to the Postal Ballot Notice

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Item No.1:

Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors, at its meeting held on 1[st] September 2025, proposed the reappointment of Ms. Sanjana Khaitan as Whole-time Director (Executive) of the Company. This proposal was placed before the shareholders at the Annual General Meeting held on 29th September 2025. However, the resolution for her reappointment did not receive the requisite approval and was defeated by a narrow margin.

Pursuant to Regulation 17 (1C) (b) of SEBI (LODR) Regulations, 2015, the appointment or a reappointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders of the Company.

The Nomination and Remuneration Committee, at its meeting held on 17[th] October 2025, has reconsidered the proposal of re-appointment of Ms. Sanjana Khaitan as Wholetime Director (Executive) of the Company and carefully reconsidered Ms. Khaitan’s qualifications and contributions in line with the Company's Nomination and Remuneration Policy. The Committee noted that Ms. Khaitan holds a Bachelor's degree in Commerce from Shri Ram College of Commerce, University of Delhi, and a postgraduate degree in Finance from Judge Business School, University of Cambridge.

She joined the Company as Executive Director on 12[th] November 2022 and has since played a pivotal role in the successful execution of Phase I (600 MW Solar Cell Line and 550 MW Solar Module Line) and Phase II (an additional 600 MW Solar Cell Line) of the Company’s solar manufacturing capacity expansion. Her leadership was instrumental throughout, from the dismantling of the old plant to the successful commissioning of the new facilities.

Given the Company’s ambitious plans to establish a 4 GW Solar Cell Line and a 4 GW Solar Module Line, the Committee has considered her continued involvement critical to the realization of these projects.

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Accordingly, based on the renewed recommendations of both the Nomination and Remuneration Committee and the Audit Committee, the Board, at its meeting held on 17[th] October 2025, has reconsidered and approved the proposal for the reappointment of Ms. Sanjana Khaitan as Wholetime Director (Executive), liable to retire by rotation, for a further term of three (3) consecutive years at a remuneration of Rs. 1,10,00,000 (Rupees One Crore Ten Lakh only) per annum excluding perquisites and allowances and on such terms and conditions as set out in the agreement to be entered between Ms. Sanjana Khaitan and the Company subject to the prior approval of the shareholders of the Company.

The Board accordingly recommends again the resolution set out at Item No 1 of this Notice for approval of the members of the Company through postal ballot as an Ordinary Resolution.

Except Mr. Sohan Lal Agarwal, none of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned with or interested, financially or otherwise in the proposed resolution as set out in the accompanying notice except to the extent of their shareholding in the Company, if any.

By order of the Board of Directors Websol Energy System Limited

Place : Kolkata Date : 17[th] October, 2025

Raju Sharma, Company Secretary. M. No. A27886.

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ANNEXURE TO THE NOTICE

Annexure-II

Details of Directors seeking appointment / reappointment through Postal Ballot in pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General Meetings issued by Institute of Company Secretaries of India

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Name of Director Ms. Sanjana Khaitan
DIN 07232095
Date of birth 28 years / 06.01.1997
Nationality Indian
Date of first appointment on the Board 12-11-2022
Qualification Graduate in Commerce from Shri Ram College of
Commerce, Delhi University and postgraduate in
Finance from Judge Business School, University
of Cambridge
Experience in functional area Finance professional with more than 5 years’
experience
Relationship with other Mr. Sohan Lal Agarwal is grandfather of Ms.
Directors Sanjana Khaitan
Shareholding in the Company -
List of directorship held in other Listed Nil
Companies
Committee membership in Nil
other Listed Companies
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