Your Directors are pleased to present the 15^th Annual Report along with the Audited Financial Statements
of your Company for the financial year ended March 31, 2025 (“FY 2024-25”).

1. FINANCIAL PERFORMANCE OVERVIEW

The summary of the financial performance of your Company for FY 2024-25 is presented below:

(Amount in Lakhs)

Key Performance Highlights:

The Company delivered a resilient performance in FY 2024-25. Standalone revenues stood at f7,107.28
Lakhs, a significant rise from f4,690.16 Lakhs in FY 2023-24, reflecting consistent growth in project
execution and increasing adoption of its technologies. Profit After Tax improved to f1,222.99 Lakhs,
compared to f1,060.94 Lakhs in the previous year.

This strong bottom-line growth, outpacing revenue expansion, underscores improved operating efficiency
and disciplined financial management. Finance costs were contained and depreciation aligned with the
expanding asset base.

FY 2024-25 was therefore a year of accelerated growth and sharper profitability, reinforcing the
Company's capacity to convert innovation into financial strength and deliver sustained value creation for
its shareholders.

2. STATE OF THE COMPANY’S AFFAIRS:

FY 2024-25 was a defining year for Taylormade
Renewables Limited (TRL), marked by structural
growth, strategic expansion, and key innovations.
The Company achieved a major corporate
milestone by successfully migrating from the BSE
SME platform to the Main Board of the Bombay
Stock Exchange (BSE) in October 2024,
demonstrating strengthened financial
performance, regulatory maturity, and growing
market confidence.

TRL continued to expand its leadership in
concentration, separation, and recovery
solutions- offering advanced systems across
water treatment, renewable energy, and process
optimization. A highlight of the year was the
establishment of TRL's first Build-Own-Operate
(BOO) Zero Liquid Discharge (ZLD) facility at
Tarapur (Gujarat). Commissioned during the year
and inaugurated on June 19, 2025, this plant runs
on the Company's patented TRL RAIN™
technology and now delivers recurring revenues
with high utilization. It forms the blueprint for

upcoming large-scale rollouts at Dahej, Sayakha
and beyond.

To further strengthen execution and
manufacturing capacity, TRL acquired a 51%
stake in Taylormade Enviro Private Limited (TEPL),
making it your Company’s first subsidiary. This
acquisition is both strategic and structural —
expanding TRL’s footprint while reinforcing its
long-term commitment to sustainable, modular,
and high-performance environmental solutions.
TEPL adds strength where it matters most: on the
ground, where clean infrastructure must be
delivered with speed, reliability, and impact.

In the domain of IP-driven engineering, TRL has
been granted a patent its advanced sugar
manufacturing technology-powered by TRL’s
proprietary TRL ZEO-MEMBRANE®, TRL RAIN®,
and TRL RAIN ULTRA® systems, the process
eliminates lime, sulphur, and phosphates, reduces
water and energy consumption by up to 80%,
increases sugar recovery by ~10%, and enables
full Zero Liquid Discharge (ZLD)—all while
producing premium, transparent sugar.

Post year-end, in June 2025, the Company also
received official registration from the National
Federation of Cooperative Sugar Factories Ltd.
(NFCSF) as an approved manufacturer. This
recognition positions TRL to offer its patented
system across 200 sugar and distillery plants
nationwide through BOO models, turnkey EPC,
and tech-licensing partnerships.

TRL also expanded its solar thermal footprint with
successful installations of its dual-axis parabolic
dish concentrators at strategic sites, including
Indian Oil’s R&D centre and the Satara Jail
canteen. These deployments reflect increasing
traction for industrial solar heat, with upcoming
projects in IOCL canteens and refinery-linked
zones.

Reinforcing its R&D strength, TRL deepened its
collaboration with the Bhabha Atomic Research
Centre (BARC), with nine advanced water
treatment systems under co-development or
deployment. These span hazardous wastewater
purification, drinking water conversion, and
membrane-polished reuse solutions.

Together, these milestones reflect a year of
transition, execution, and consolidation. The
Company is now well-positioned for the next
phase of scalable growth—delivering BOO
projects, commercializing patented technologies,
and expanding into new industrial and
institutional markets while reinforcing its
commitment to environmental sustainability and
engineering excellence.

3. DIVIDEND AND RESERVES

Dividend

With a long-term view to strengthening the
Company’s financial position and supporting
upcoming growth opportunities, the Board of
Directors has deemed it prudent to retain the
profits for the year. Accordingly, no dividend has
been recommended for the financial year. This
decision reflects our commitment to sustainable
value creation and strategic reinvestment.

Dividend Distribution Policy
The Dividend Distribution Policy, in terms of
Regulation 43A of the SEBI Listing Regulations is
available on your Company’s website.

Unclaimed Dividend and Transfer to Investor
Education and Protection Fund:

As the Company has not declared any dividend
during the financial year, the provisions of Section
125(2) of the Companies Act, 2013 are not
applicable. Further, during the year under review,
no amounts or shares were required to be
transferred to the Investor Education and
Protection Fund (IEPF) by the Company.

Transfer To Reserves:

The Board of Directors has not recommended any
transfer to the reserves for the financial year
under review.

4. CORPORATE RESTRUCTURING

Acquisitions

During the year under review, your Company has
acquired stake of 51% in Taylormade Enviro
Private Limited, making it a subsidiary of your
Company.

5. CHANGES IN NATURE OF BUSINESS

There has been no change in the nature of
business of the Company during the year under
review.

6. DEPOSITS

There were no outstanding deposits within the
meaning of Section 73 and 74 of the Act read with
rules made thereunder at the end of FY 2024-25
or the previous financial years. Your Company did
not accept any deposit during the year under
review.

7. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting
the financial position of the Company have
occurred between the end of the financial year of

the Company to which the financial statements
relate and the date of this report.

8. MATERIAL ORDERS

No significant or material orders were passed by
the Regulators or Courts or Tribunals impacting
the going concern status and Company’s
operations in future.

9. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers)
Rules, 2014 forms a part of the Note No. 11 to the
financial statements provided in this Annual
Report.

10. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

MDAR for the year, pursuant to Regulation
34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), forms part of the Annual
Report, and is attached herewith as “ANNEXURE-
F”.

11. CAPITAL STRUCTURE & FUND RAISING:

• AUTHORISED SHARE CAPITAL:

During the period under review, there was no
change in the Authorised Share Capital of your
Company and as on March 31, 2025, the
Authorised Share Capital of your Company stood
at Rs. 15 Crore comprising 1,50,00,000 equity
shares of Rs.10 each.

• ISSUED, SUBSCRIBED & PAID-UP SHARE
CAPITAL AND ALLOTMENTS:

EQUITY SHARES

During the financial year 2024-25, the Company
allotted equity shares pursuant to the conversion
of share warrants issued on a preferential basis.
These allotments were made in accordance with
the provisions of the Companies Act, 2013 and
SEBI (ICDR) Regulations, 2018, after receiving
due consideration and requisite disclosures.

In January 2025, The Company issued 7,15,000
Equity Shares of Rs. 10/- (at a premium Rs. 170/-)
as pursuant to conversion of 7,15,000 convertible
warrants issued and allotted on preferential basis
in 2023;

5.42.000 Equity Shares of Rs. 10/- (at a premium
Rs. 233/-) as pursuant to conversion of 5,42,000
convertible warrants issued and allotted on
preferential basis in 2023.

As on March 31, 2025, Paid Up Share Capital has
increased to Rs. 1,10,928,510/- comprising of
1,10,92,851 equity shares of Rs. 10/- each.

WARRANTS

The Company had made an application to Issue

2.50.000 Convertible Warrants on preferential
basis at the issue price of Rs. 332/- per Warrant,
aggregating to Rs. 8.30 Cr. pursuant to the Special
Resolution passed at the Extra-Ordinary General
Meeting held on 27th March 2025 in-principal
approval awaited from Stock Exchange.

Further, the warrants shall be issued in
accordance with the provisions of Section 42 and
62(1)(c) of the Companies Act, 2023 and Chapter
V of the SEBI (Issuance of Capital and Disclosure
Requirements) Regulations, 2018.

12. REPORT ON CORPORATE GOVERNANCE

Your Company is committed to upholding the
highest standards of corporate governance,
ensuring transparency, accountability, and
responsible management at all levels of its
operations. The Company has complied with the
requirements of Regulation 34(3) read with Part C
and E of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").

A detailed Corporate Governance Report, along
with a certificate issued by a Practicing Company
Secretary confirming compliance with the
stipulated conditions, forms part of this Annual
Report as Annexure E.

The Board remains committed to continuously
strengthening governance practices in alignment
with evolving regulatory frameworks and
stakeholder expectations.

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As of March 31, 2025, your Company’s Board had
eight members comprising of three Executive
Directors, one Non-Executive non-Independent
Director and four Independent Directors including
Two Woman Directors. The details of Board and
Committee composition, tenure of directors, and
other details are available in the Corporate
Governance Report, which forms part of this

Integrated Annual Report. In terms of the
requirement of the SEBI Listing Regulations, the
Board has identified core skills, expertise, and
competencies of the Directors in the context of
your Company's business for effective
functioning. The key skills, expertise and core
competencies of the Board of Directors are
detailed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Appointment of Directors

a) Mr. Parthiv Karsan Antala (DIN: 08782547)
was appointed as an Additional Director (Non¬
Executive, Independent) of the Company to hold
office for a period of five years with effect from
June 07, 2024 up to June 06, 2029. Further,
shareholders vide special resolution passed at the
14th Annual General Meeting held on September
30, 2024, approved his appointment as an
Independent Director, not liable to retire by
rotation, with effect from the said date.

b) Mr. Niraj Kumar (DIN: 02654021) was
appointed as an Additional Director (Non¬
Executive, Independent) of the Company to hold
office for a period of five years with effect from
June 18, 2024 up to June 17, 2029. Further,
shareholders vide special resolution passed at the
14th Annual General Meeting held on September
30, 2024, approved his appointment as an
Independent Director, not liable to retire by
rotation, with effect from the said date.

Re-appointment of Directors
a) The Board of Directors at its meeting held on
August 30, 2024, based on the recommendation of
the Nomination and Remuneration Committee
(NRC) and after evaluating the performance of Mr.
Pinakeen Amrutlal Patel (DIN: 08766172) during
his first tenure as an Independent Director,
approved and recommended his re-appointment
for a second term of five (5) consecutive years
commencing from June 26, 2025 to June 25, 2030
(both days inclusive), not liable to retire by
rotation, for approval of the Members.

The Members approved his re-appointment by
passing a special resolution at the 14th Annual
General Meeting held on September 30, 2024.

The Board is of the considered opinion that Mr.
Pinakeen Amrutlal Patel possesses the requisite
integrity, expertise, and professional proficiency
to continue serving as an Independent Director of
the Company. His deep understanding of
corporate governance, legal compliance, and

strategic oversight has been instrumental in
strengthening the Company's governance
framework and supporting its long-term vision.

Directors Retiring by Rotation
In accordance with the provisions of Section 152
of the Companies Act, 2013, Mrs. Neera
Dharmendra Gor, Executive Director, retired by
rotation at the previous AGM and was re¬
appointed by the Members.

Further, Mrs. Avani Patel, Non-Executive Non¬
Independent Director of the Company, shall retire
by rotation at the ensuing AGM and being eligible
for reappointment, offers herself for re¬
appointment.

Changes in KMPs

a) Mr. Harsh Dharmendra Gor was appointed as
the Chief Executive Officer (CEO) of the Company
with effect from May 28, 2024, in accordance with
applicable provisions of the Companies Act, 2013
and SEBI Listing Regulations. Further, the
shareholders vide resolution passed at the Annual
General Meeting held on September 30, 2024,
approved his appointment as CEO, with effect
from the said date.

b) Mr. Ankitkumar Ashokkumar Chaudhary (ACS:
72281) was appointed as Company Secretary &
Compliance Officer w.e.f. April 08, 2024, and
resigned from the said position w.e.f. September
03, 2024.

c) Ms. Jinesha Anil Mehta (ACS: 60878) was
appointed as Company Secretary & Compliance
Officer w.e.f. September 05, 2024, and tendered
her resignation w.e.f. December 09, 2024.

d) Ms. Vaidehi Bang (ACS: 73835) was appointed
as Company Secretary & Compliance Officer of the
Company w.e.f. January 28, 2025, pursuant to
Section 203 of the Companies Act, 2013 and
Regulation 6(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. She
holds office as on the date of this Report.

Pursuant to the provisions of Section 203 and
Section 2(51) of the Act, Mr. Dharmendra S Gor,
Managing Director, Mrs. Neera D Gor, Executive
Director, Mr. Jayesh N Shah, Executive Director,
Mr. Harsh D Gor, Chief Executive Officer, Mr. Samir
S Patel, Chief Financial Officer and Ms. Vaidehi
Bang, Company Secretary & Compliance Officer
are the Key Managerial Personnel of the Company
as on March 31, 2025.

14. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted
requisite disclosure under Section 184(1) of the
Companies Act, 2013 declaration of non¬
disqualification under Section 164(2) of the
Companies Act, 2013 and Declaration as to
compliance with the Code of Conduct of the
Company.

15. MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Section
149(8) read with Schedule IV of the Companies
Act, 2013 and Regulation 25(3) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, separate meetings of the
Independent Directors of the Company were held
on November 11, 2024 and February 14, 2025,
without the presence of Non-Independent
Directors and members of the management.
During these meetings, the Independent Directors
deliberated on a range of matters, including:

• Review and discussion of the action taken
report from the previous meeting of Independent
Directors,

• Assessment of the quality, quantity, and
timeliness of information flow between the
management and the Board, necessary for
effective discharge of Board responsibilities,

• Evaluation of whether the Board and its
Committees devote adequate time to discussions
on matters of strategic importance,

• Review of the performance of Non¬
Independent Directors, the Board as a whole, and
the Chairperson, taking into account the views of
both Executive and Non-Executive Directors.

These meetings provided a platform for objective
assessment and contributed meaningfully to the
Company’s commitment to strong, independent
governance.

16. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In accordance with Regulation 25(7) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, and in line with best
governance practices, the Company conducts
structured familiarisation programmes for its
directors, including Independent Directors.

These programmes are designed to provide
Directors with an in-depth understanding of the
Company’s business model, strategic priorities,
industry landscape, operational challenges,
regulatory environment, and risk profile. Sessions
are facilitated by members of senior management

and external experts, depending on the subject
matter and the evolving needs of the Board.

The familiarisation initiatives during the year
under review enabled Directors to remain updated
on key developments and make informed
contributions in Board and Committee
discussions.

Details of the familiarisation programmes
conducted during FY 2024-25 are available on the
Company’s website in compliance with Regulation
46 of the Listing Regulations.

17. DECLARATION BY THE INDEPENDENT
DIRECTORS

In accordance with the provisions of Sections
149(6) and 149(7) read with Schedule IV of the
Companies Act, 2013 and Regulation 16(1)(b) and
Regulation 25(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has received the necessary
declarations and disclosures from all Independent
Directors confirming that they meet and comply
with the criteria of independence.

Pursuant to the Companies (Creation and
Maintenance of Databank of Independent
Directors) Rules, 2019, read with the Companies
(Appointment and Qualifications of Directors)
Rules, 2014, the Independent Directors have
successfully registered their names in the
databank maintained by the Indian Institute of
Corporate Affairs (IICA).

The Independent Directors have further
confirmed that they are not aware of any
circumstance or situation which exists, or is
reasonably anticipated, that could impair their
ability to discharge their duties independently and
objectively, without any external influence.

In the opinion of the Board, all Independent
Directors possess the requisite expertise, domain
knowledge, proficiency, integrity, and
independence as required under the Code
applicable for Independent Directors as stipulated
under Schedule IV of the Act and in terms of the
policy of your Company.

18. DISCLOSURES UNDER THE COMPANIES
(SHARE CAPITAL AND DEBENTURES) RULES,
2014

During the financial year under review, the
Company has not any issued debentures, bonds,

equity shares with differential voting rights, sweat
equity shares, or shares under any Employee
Stock Option Scheme (ESOP) or Employee Stock
Purchase Scheme (ESPS). Accordingly, no
disclosures are required under Rule 4(4), Rule
8(13), or Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014.

Further, there are no shares held by trustees for
the benefit of employees, and hence no disclosure
is applicable under Rule 16(4) of the said Rules.

19. NUMBER OF MEETINGS OF THE BOARD:

During the period under review, a total of Fourteen
(14) Board Meetings were convened, with none
exceeding the mandated 120-day interval as
mandated under the provisions of the Act read
with rules made thereunder, Secretarial Standard-
I issued by the Institute of Company Secretaries of
India (“ICSI”), and Listing Regulations. The dates
of these meetings, along with attendance details
for each Director, have been comprehensively
disclosed in the Report on Corporate Governance
annexed as Annexure-E to the Board's Report.

20. COMMITTEES OF BOARD

The Company recognizes the vital role of Board
Committees in upholding strong standards of
Corporate Governance. In line with this
commitment, various Committees of the Board
have been constituted to enhance oversight,
support informed decision-making, and improve
the overall effectiveness of the Board's
functioning.

These Committees have been established in
accordance with the provisions of the Companies
Act, 2013, applicable rules, the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company's Articles of
Association, and other relevant regulatory
guidelines and circulars issued from time to time.
Details regarding the composition, reconstitution
(if any), terms of reference, frequency and dates of
meetings held during FY 2024-25, and
attendance of members are provided in the Report
on Corporate Governance, annexed to the Board's
Report as Annexure E. All the recommendations
made by the Committees during the year were
accepted by the Board of Directors.

21. FORMAL EVALUATION OF THE
PERFORMANCE OF THE BOARD, COMMITTEES OF
THE BOARD AND INDIVIDUAL DIRECTORS

In line with the provisions of Section 149(8) read
with Schedule IV and Section 178(2) of the

Companies Act, 2013, and the applicable
provisions of Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, including the SEBI Guidance
Note on Board Evaluation, Taylormade
Renewables Limited has implemented a formal
annual process for evaluating the performance of
the Board, its Committees, individual Directors,
and the Chairperson.

The performance evaluation aims to assess the
effectiveness of the Board’s functioning and
identify key areas for improvement in governance,
strategic oversight, and decision-making. This
structured evaluation framework is reviewed and
approved by the Nomination and Remuneration
Committee (NRC) and is aligned with the
Company's commitment to maintaining high
standards of corporate governance.

The evaluation for the financial year 2024-25 was
carried out through a comprehensive
questionnaire and self-assessment process,
covering qualitative and quantitative aspects.
Inputs were sought from all Directors and
Committee members, based on criteria such as:

• Board as a Whole: Composition, diversity,
functioning, independence, quality of discussions,
and strategic focus

• Board Committees: Structure, mandate,
effectiveness, frequency of meetings, and quality
of deliberations

• Chairperson: Leadership, meeting conduct,
governance oversight, and strategic direction

• Executive Directors: Execution of strategy,

leadership, compliance, stakeholder

communication, and operational efficiency

• Non-Executive and Independent Directors:

Participation, judgment, objectivity,

independence, and safeguarding of stakeholders’
interest.

The findings of the evaluation indicated
satisfactory performance across all levels, with
specific recommendations made for further
enhancement of governance processes, director
development, and committee reporting
mechanisms.

22. DEPOSITS:

During the financial year under review, the
Company has not accepted any deposits from
public and as such, no amount on account of
principal or interest on deposits from public was
outstanding as on the date of the Balance Sheet.
Please refer Note no. 5 of the financial statement

pursuant to Rule 2 (1) (c) (viii) of the Companies
(Acceptance of Deposits) Rules, 2014 for
borrowings from directors.

23. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

Your Company has adhered to all applicable
provisions of the Maternity Benefit Act, 1961,
ensuring full compliance with statutory
requirements.

24. ANNUAL RETURN:

The draft Annual Return for the financial year
ended on March 31, 2025 in the prescribed form
MGT-7, as required under Section 134(3)(a) and
Section 92(3) of the Act, can be accessed on the
Company’s website at https://trlindia.com/report-
categorv/annual-returns/

25. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

Your Company remains committed to
environmental responsibility and sustainable
innovation. It continuously undertakes initiatives
to conserve energy, adopt eco-efficient practices,
and integrate advanced technologies that
promote long-term operational efficiency and
reduced environmental impact.

The disclosures as required under Section 134 of
the Companies Act, 2013 read with the applicable
rules regarding Conservation of Energy,
Technology Absorption, and Foreign Exchange
Earnings and Outgo are annexed herewith and
marked as “ANNEXURE- D” to this report.

26. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the
Company during the financial year 2024-25 were
on an arm’s length basis and in the ordinary course
of business. These transactions were in
compliance with the applicable provisions of the
Companies Act, 2013, read with the Rules made
thereunder, and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. There were no materially
significant related party transactions with
Promoters, Directors, Key Managerial Personnel,
or their relatives that could have had a potential
conflict with the interest of the Company at large.

All related party transactions were placed before
the Audit Committee for prior approval and,
wherever required, subsequently reviewed and
approved by the Board of Directors. A detailed

statement of such transactions, including their
nature, value, and terms, was placed before the
Audit Committee on a quarterly basis for its
review.

The particulars of contracts or arrangements with
related parties referred to in Section 188(1) of the
Companies Act, 2013, read with Rule 15 of the
Companies (Meetings of Board and its Powers)
Rules, 2014, are provided in Form AOC-2 and
annexed to this Report as “Annexure - A.”
Additional disclosures regarding related party
transactions are included in Note No. 32 of the
standalone financial statements for the year
ended March 31, 2025, prepared in accordance
with applicable Indian Accounting Standards (Ind
AS).

The Company has adopted a Policy on Materiality
of Related Party Transactions and on dealing with
Related Party Transactions, which is available on
the Company’s website.

27. SECRETARIAL AUDITOR AND THEIR
REPORT

The Board of your Company, on the
recommendation of the Audit Committee, had
appointed M/s. Surana and Kothari Associates
LLP, Company Secretaries (Registration No.
L2022GJ012000 & Peer Review Certificate No.:
6013/2024) to conduct the Secretarial Audit of
your Company for the financial year 2024-25.

The Secretarial Auditors report does not contain
any qualification, reservation, or adverse remark
for the financial year 2024-25. The Secretarial
Audit Report for the financial year 2024-25 in
Form MR-3 is annexed with the Board’s Report as
Annexure B.

Further, in compliance with the provisions of
Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Regulation
24A of the Listing Regulations, and, SEBI Circular
No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185
dated December 31, 2024, and upon

recommendation of the Audit Committee, the
Board of your Company, subject to the approval of
the shareholders at the ensuing Annual General
Meeting, has approved the appointment of M/s
Surana and Kothari Associates LLP, Company
Secretaries (Registration No. L2022GJ012000 &
Peer Review Certificate No.: 6013/2024) as the
Secretarial Auditors of your Company to conduct

the audit of the secretarial records for a period of
one (1) year for the Financial Year 2025-26.

28. STATUTORY AUDITOR AND THEIR REPORT

Members of the Company at the 10th Annual
General Meeting, held on September 30, 2020,
had appointed M/s. MAAK & Associates, Chartered
Accountants (Firm Registration No. 135024W), as
the Statutory Auditors of the Company for a term
of five (5) consecutive years, i.e., from the
conclusion of the 10th AGM until the conclusion of
the 15th AGM to be held in the calendar year 2025.

Pursuant to the provisions of Sections 139, 142,
and other applicable provisions of the Companies
Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 (including any statutory
modification or re-enactment thereof), and
subject to the approval of Members in the ensuing
AGM, M/s. MAAK & Associates are proposed to be
re-appointed as the Statutory Auditors of the
Company for a second term of five (5) consecutive
years, to hold office from the conclusion of the
15th AGM until the conclusion of the 20th AGM to
be held in the year 2030.

A resolution for the re-appointment of M/s. MAAK
& Associates, along with their eligibility
confirmation, forms part of the Notice convening
the ensuing AGM for approval by the Members.

The Standalone and Consolidated Financial
Statements for the financial year ended March 31,
2025, have been prepared in accordance with the
applicable provisions of the Companies Act, 2013,
and the Indian Accounting Standards (Ind AS)
notified under Section 133 of the Act.

The Audit Reports issued by the Statutory Auditors
on both standalone and consolidated financial
statements contain qualified opinions. A
Statement on the Impact of Audit Qualifications
for both sets of financials is annexed and forms
part of this Annual Report.

The Statutory Auditors have confirmed their
eligibility under Section 141 of the Act and hold a
valid Peer Review Certificate issued by the
Institute of Chartered Accountants of India (ICAI),
in compliance with the applicable regulatory
requirements.

The Board acknowledges the qualified opinions
expressed in the Audit Reports for FY 2024-25
and wishes to provide the following responses:

Audit Qualifications 1.

The Company is in the process securing
confirmation from long-standing debtors, which
remains ongoing. Refer to Note 4 to quarterly and
year to date standalone financial results for the
period ended on 31^st March 2025:

Management’s Response

The management is continuously following up for
balance confirmations from such parties. Few of
these debtors are no longer in business; as such,
confirmations may not be feasible in all cases.
However, these balances have been assessed for
recoverability and no material risk has been
identified.

Audit Qualifications 2.

We would like to draw attention to note 1.3(iii) the
quarterly and year to date standalone financial
results for the period ended on 31^st march 2025
where the company has done the valuation of
stock based on the technical analysis of the
management instead of accounting standard 2,
the closing stock and method to derive the closing
stock is also calculated and certified by the
management only.:

Management’s Response

The management has adopted a technically
backed approach based on practical parameters
specific to the industry, which better reflects the
realizable value. The management team is
adequately qualified in technical analysis and has
ensured a conservative and realistic valuation
method.

29. COST AUDITORS:

As per the applicable provisions of the Companies Act, 2013 and the Cost Audit Orders issued by the
Central Government, cost audit is not applicable to the products and operations of the Company for the
financial year under review.

30. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors, Secretarial Auditors, nor Internal Auditors
have reported any instance of fraud committed against the Company by its officers or employees under
Section 143(12) of the Companies Act, 2013 or any other applicable provisions.

31. PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules,
1975, in respect of employees of the Company and Directors is furnished hereunder:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2024-25 and the percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2024-25:

v) Key parameters for any variable component of remuneration received by the Directors
Nomination and Remuneration Committee determines the variable compensation annual based on their
individual and organization performance.

Non-Executive Directors - Not applicable

vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms remuneration is as per the Remuneration Policy of the Company.

32. DIRECTORS¹ RESPONSIBILITY
STATEMENT:

Pursuant to the provisions of Section 134(3)(c)
read with Section 134(5) of the Companies Act,
2013, and based on the information and
explanations received from the management, the
Board of Directors of the Company hereby
confirms, to the best of their knowledge and
belief, that:

a) In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

b) The Directors 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 as on March 31,
2025, and of the profit of the Company for the year
ended on that date;

c) The Directors 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;

d) The annual accounts have been prepared on a
going concern basis;

e) The Directors have laid down internal
financial controls to be followed by the Company
and such internal financial controls were
adequate and operating effectively;

f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

33. WHISTLE BLOWER POLICY / VIGIL
MECHANISM:

Your Company is committed to upholding the
highest standards of integrity, transparency, and
ethical conduct in all its operations. In line with
this commitment and pursuant to the provisions of
Section 177(9) of the Companies Act, 2013, read
with the applicable rules, and Regulation 22 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company
has adopted a Whistle Blower Policy and Vigil
Mechanism.

This mechanism provides a structured platform
for directors, employees, and stakeholders to
report concerns regarding unethical behaviour,
actual or suspected fraud, misuse of Company's
resources, or any violation of the Code of Conduct,
without fear of retaliation. Adequate safeguards
are in place to protect whistleblowers against any
adverse action for raising concerns in good faith.

During the financial year 2024-25, no whistle
blower complaints were received and the
mechanism continues to function effectively. The
Company affirms that no individual was denied
access to the Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the
Company's website.

34. PROCEEDINGS INITIATED/ PENDING
AGAINST THE COMPANY UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings initiated/pending
against the Company under the Insolvency and
Bankruptcy Code, 2016 which materially impact
the Business of the Company.

35. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Company has instituted a strong internal
financial control framework, thoughtfully aligned
with its defined risk appetite and tailored to the
size, scale, and complexity of its operations. The
scope and authority of the risk-based internal
audit function are clearly articulated in the Board-
approved Internal Audit Policy.

This framework has been designed in line with the
provisions of Section 134(5)(e) of the Companies
Act, 2013, to ensure the reliability of financial
reporting, compliance with applicable laws and
regulations, safeguarding of assets, and the
efficiency of operations.

An Internal Auditor, appointed under Section 138
of the Act, carries out independent assessments
and the Audit Committee regularly reviews the
adequacy and effectiveness of the internal control
systems and provides recommendations for their
continuous improvement

During the year under review, the Company's
internal financial controls with reference to the
financial statements were evaluated and found to
be adequate and operating effectively. Neither the
Internal Auditor nor the Statutory Auditor, have
reported any material weakness in the internal
controls of the Company.

36. SECRETARIAL STANDARDS

During the year under review, your Company has
complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-
2 issued by the Institute of Company Secretaries
of India.

37. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

Your Company is committed to providing a safe,
respectful, and inclusive work environment for all
its employees, irrespective of gender. In
compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the
rules made thereunder, the Company has
implemented a robust Prevention of Sexual
Harassment (POSH) Policy.

An Internal Complaints Committee (ICC), duly
constituted at the registered office and other
relevant locations, is empowered to receive and
address complaints related to sexual harassment
at the workplace, ensuring fair inquiry and
resolution procedures. The Company has adopted
a zero-tolerance approach toward sexual
harassment.

To build and reinforce awareness:

• Mandatory POSH training sessions (both online
and in-person) were conducted during the year for
new and existing employees.

• Regular communications, awareness drives,
and policy refreshers were undertaken, including

coverage for hybrid and remote work
environments.

Status of Complaints under POSH for FY 2024-25:

• Number of complaints pending at the beginning
of the year: Nil

• Number of complaints received during the year:
Nil

• Number of complaints disposed of during the
year: Not Applicable

• Number of complaints pending at the end of the
year: Not Applicable

The Company remains fully committed to
promoting dignity, equality, and a harassment-
free workplace for all.

38. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The details of the CSR Committee, including its
composition and functions, are provided in the
Corporate Governance Report, which forms part of
this Annual Report. The Company's CSR Policy is
available on its official website at
https://trlindia.com/wp-
content/uploads/2025/03/CSR-Policy.pdf
In line with the requirements of Section 135 of the
Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules,
2014, your Company has spent 2% of the average
net profits of the immediately preceding three
financial years on CSR activities during FY 2024¬
25.

The Chief Financial Officer of the Company has
certified that the CSR funds have been disbursed
and utilized in accordance with the CSR Policy and
as approved by the Board.

The Annual Report on CSR activities for the
financial year 2024-25 is annexed to this Report
as Annexure-C.

39. RISK MANAGEMENT

The Company has in place a comprehensive Risk
Management Policy to proactively identify, assess,
monitor, and mitigate risks that may impact its
business operations and strategic objectives. This
structured framework is designed to enhance
transparency, reduce potential adverse effects,
and support sustainable value creation.

The policy defines the Company's approach to risk
at both strategic and operational levels, including
documentation, review mechanisms, and
escalation protocols. Risks identified across key
areas—such as project execution, technology,
regulatory compliance, financial exposure, and
environmental impact—are regularly reviewed by

the Audit Committee and the Board of Directors.
Mitigation strategies are formulated and

implemented on a continual basis.

The Board periodically reviews the Risk
Assessment and Minimization Procedures,
ensuring that executive management operates
within a defined risk tolerance aligned with the
Company's growth objectives.

A detailed discussion on risk factors and
mitigation strategies forms part of the

Management Discussion and Analysis Report,
annexed to this Annual Report as Annexure F.

40. CODE OF CONDUCT FOR BOARD AND

SENIOR MANAGEMENT PERSONNEL

Pursuant to Regulation 17(5) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a
Code of Conduct for its Directors and Senior
Management Personnel, which outlines the
principles of ethical conduct, integrity,

professionalism, and accountability to be followed
in the discharge of their duties.

The Code is intended to uphold the Company's
values and promote a culture of transparency and
responsible leadership across all levels of
governance. All Directors and Senior Management
Personnel have affirmed compliance with the
Code for the financial year 2024-25.

A declaration to this effect by the Managing
Director & CEO is included in the Corporate
Governance Report, which forms part of the
Board's Report as Annexure E.

41. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition
of Insider Trading) Regulation, 2015 and
amendments thereto, the Company has in place a
Code of Conduct to regulate, monitor and report
trading by Insider for prohibition of Insider
Trading in the shares of the Company. The code

inter alia prohibits purchase/sale of shares of the
Company by its Designated Persons and other
connected persons while in possession of
Unpublished Price Sensitive Information in
relation to the Company and during the period
when the trading window is closed. The Company
has also formulated a Code of practices and
procedures for fair disclosure of Unpublished
Price Sensitive Information (UPSI) and the said
code is available on the Company's website.

42. WEBSITE:

In accordance with Regulation 46 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company maintains an
active and regularly updated website at
www.trlindia.com, which provides

comprehensive information including the
Company's profile, statutory disclosures, policies,
financial results, annual reports, and contact
details of designated officials responsible for
investor relations and grievance redressal. This
ensures transparent communication and easy
access to key information for all stakeholders.

43. GENERAL DISCLOSURES

• Neither the Executive Chairman nor the CEO of
your Company received any remuneration or
commission from any of the subsidiary of your
Company.

• There was no revision of financial statements
and Board's Report of the Company during the
year under review.

• There was no instance of onetime settlement
with any Bank or Financial Institution.

• Other disclosures with respect to Board's
Report as required under the Companies Act,
2013 read with the Rules notified thereunder and
the Listing Regulations are either Nil or Not
Applicable.

ACKNOWLEDGEMENT:

Your Directors express their deep appreciation for the unwavering support and guidance received from
the Government of India, the State Governments, regulatory bodies, and all statutory authorities
throughout the year. We are also grateful to our valued customers, vendors, bankers, financial institutions,
auditors, shareholders, depositories, and business associates for the trust and confidence they have
reposed in Taylormade Renewables Limited.

The Board places on record its sincere gratitude to the team members across all levels of the TRL family—
our workers, staff, and executives—for their dedicated efforts, professionalism, and commitment to
excellence. It is their collective contribution, work ethic, and solidarity that continue to drive the
Company's growth and innovation journey.

We also extend special thanks to the BSE Ltd, NSDL, CDSL, Registrar & Share Transfer Agent, and all our
service providers for their continued cooperation. TRL remains committed to delivering long-term value
and upholding stakeholder confidence as we move forward.

Place: Ahmedabad For & on behalf of Board of Directors of

Date: September 06, 2025 For Taylormade Renewables Limited

Dharmendra Sharad Gor
Chairman & Managing Director
DIN:00466349

1

No remuneration paid except, payment of eligible sitting fees to Independent Directors.

*Mr. Ankitkumar A. Chaudhary served as Company Secretary & Compliance Officer from April 8, 2024 to
September 3, 2024.

*Mrs. Jinesha A. Mehta held the position from September 5, 2024 to December 9, 2024.

*Ms. Vaidehi Bang was appointed on January 28, 2025 and continues to serve as Company Secretary &
Compliance Officer.

ii) The percentage increase in the median remuneration of employees in the financial year is 23.02%

iii) The number of permanent employees on the rolls of Company as on March 31, 2025: 42

iv) Average percentile increases already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

• Average increase in remuneration of employees excluding KMPs: 34.04%

• Average increase in remuneration of KMPs: 20%

• KMP salary increases are decided based on the Company's performance, individual performance,
inflation, prevailing industry trends and benchmarks.