The Board of Directors of Waaree Renewable Technologies Limited met on March 13, 2026, approving several key resolutions. The Board amended the Code of Fair Disclosure to incorporate recent changes to Insider Trading Regulations. Additionally, they approved seeking shareholder consent via postal ballot for increasing loan/guarantee thresholds under Section 186 of the Companies Act, and sanctioned the grant of 66,809 stock options under the amended ESOP 2022 plan.
Key Board Resolutions on March 13, 2026
During the meeting held on March 13, 2026, which commenced at 02:45 PM and concluded at 03:15 PM, the Board of Directors of Waaree Renewable Technologies Limited approved several important matters, primarily focusing on governance and employee incentives.
Amendments to Fair Disclosure Code
Pursuant to Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company approved amendments to its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This revision primarily incorporates the latest amendments made to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The revised Code is provided in “Annexure A” and has been uploaded to the company website.
Shareholder Approval Sought for Financial Powers
The Board approved issuing a postal ballot notice to seek shareholder approval concerning the increase in the threshold for providing loans, guarantees, and making investments in securities, as stipulated under Section 186 of the Companies Act, 2013.
Grant of Employee Stock Options (ESOP)
The Board sanctioned the grant of 66,809 stock options to eligible employees under the Waaree Renewable Technologies Limited-Employee Stock Option Plan 2022 (“Waaree RTL ESOP 2022”), as amended. Details regarding the exercise and vesting terms are outlined in “Annexure B”:
- The exercise price determined for these options is Rs. 10/- per Option.
- Vesting is structured over six years, commencing with 15% at the end of the first year, increasing to 20% in years five and six.
- Vested options will be exercisable within six exercise years from the respective vesting dates.
Internal Codes and Compliance Framework
The accompanying documentation detailed the definitions and procedures governing information handling:
Insider Definitions and Handling UPSI
The policy confirms that “Insider” is anyone in possession of or having access to unpublished price sensitive information (UPSI). The Code emphasizes that UPSI must be disclosed promptly to stock exchanges and simultaneously uploaded to the company website to ensure uniform dissemination and avoid selective disclosure.
Designated Persons and CIRO Role
“Designated Persons” include all Directors, Key Managerial Personnel, promoters, and associated support staff who have access to UPSI. The Chief Financial Officer (CFO) has been designated as the Chief Investor Relations Officer (CIRO), responsible for disseminating information and coordinating disclosures.
Policy on Legitimate Purposes (Annexure A)
The policy for determining Legitimate Purposes outlines factors for sharing UPSI, such as whether the sharing is in the ordinary course of business, in the best interests of the Company, or required for discharging legal obligations. A structured Digital Database must maintain records of all UPSI recipients for a minimum period of eight years.
Inquiry Policy for Leaks (Annexure B)
The policy for investigating leaks mandates that the Chairman of the Audit Committee initiates a preliminary inquiry upon learning of a potential leak. If warranted, the matter proceeds to an Inquiry Committee, which has powers to restrict access, freeze systems, and must complete its investigation report within 15 working days of receiving the preliminary findings. The Compliance Officer must simultaneously inform the relevant authorities upon becoming aware of a suspected leak.
Source: BSE
