Your directors have immense pleasure in presenting the 62^nd (Sixty-second) Annual Report on the business and operations
of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31, 2025.

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for FY 2024-25 is summarized below:

The Financial Statements as stated above are available on
the Company's website at https://www.borosilrenewables.
com/investor/annual-reports

STATE OF AFFAIRS / REVIEW OF OPERATIONS
Standalone Results

During the year under review, the Company achieved
standalone revenue of ? 1,10,993.63 lakhs as against
99,028.12 lakhs in the previous year representing an
increase of 12.1%. The EBITDA increased significantly
from ? 11,893.32 lakhs to ?18,051.26 lakhs representing an
impressive increase of 51.8 %.

This improvement in both revenue and EBITDA arose mainly
from (a) the increase in the domestic selling prices from
January 2025, post imposition of provisional anti-dumping
duty from December 04, 2024 on imports of solar glass from
China and Vietnam, and (b) an increase in production and
sales value by as much as 10% over the same period in the
previous year. The revenue and EBIDTA in Q4 FY 2024-25
jumped by 43.9% and 486.9% to an impressive ? 32,722.82
lakhs and ? 7,703.31 lakhs respectively. Higher production
of modules in the country, post introduction of ALMM w.e.f.
April 01,2024, has led to escalating demand for solar glass
by unprecedented additions to manufacturing capacity of
solar modules.

The Anti-Dumping Duty, which was finalized on May 09,
2025, shall be valid for five years, till December 03, 2029.
The first three quarters of the year were extremely
challenging due to aggressive dumping from China,
Vietnam and Malaysia selling at unrealistically low FOB
prices. These low prices were exacerbated by a significant
drop in international freight rates. Together, this brought
down the landed cost of imports into the country. The landed
prices dropped by a staggering 32% between just May and
September, 2024. Margins for domestically produced solar
glass plummeted. Several domestic producers had great
difficulty even selling their production. Your Company's long
term relations with its customers enabled it to sell its entire
production.

Taking cognizance of dumping by China, the government
had previously levied Anti Dumping Duty from August 2017,
which had lasted for a five year term, ending in August
2022. Imports from China which had been about 273 Tons
Per Day (TPD) (28% share) in April/June 2022 during the
existence of the Anti-Dumping duty, rose to 3,194 TPD
(99% share) during November 2024. From a 'NIL' rate of
Basic Customs Duty, a 10% Basic Customs Duty had been

imposed on imports with effect from October 01,2024. This
was promptly and aggressively nullified by an 18% drop
in import prices. However, the imposition of Anti Dumping
Duty (ADD)in December 2024 against China/Vietnam has
brought relief to domestic industry, allowing selling prices
to return to a reasonable level. After levy of provisional anti
dumping duties in December 2024, while share of imports
from China has come down to 71% in April/May 2025, the
imports from Malaysia which continue to be without any
ADD, have risen from NIL to about 1,853 TPD.

Export sales [excluding to customers in Special Economic
Zones] suffered a setback and stood at ? 8,711.46 lakhs
during the year under review, compared to ? 18,191.90 lakhs
in the previous year. Exports faced a decline due to a drop
in demand in the European region and Turkey as the local
manufacturing in these countries had been hit by massive
imports of Chinese solar modules at unprecedented low
prices. Most of the large module manufacturers in the
EU have shut their production while many in Turkey are
operating at very low levels.

The Company has invested in a wind-solar hybrid plant of
10MW under a group captive mechanism with high plant
load factor (PLF), with a view to increase the use of green
energy in its manufacturing processes while simultaneously
reducing the cost of power. This plant achieved commercial
operations in the month of May 2023, and allows us to
now meet about 29% of our power requirement from green
energy sources. Another wind-solar hybrid plant of 16.5
MW under group captive mechanism is expected to be
commissioned in CY 2025 after which we will be able to
meet 65-70% of the power requirement from green energy
sources.

Overseas operations

During the year under review, the Company's step-down
subsidiaries, GMB Glasmanufaktur Brandenburg GmbH
(“GMB”) and Interfloat Corporation (“Interfloat”) achieved
revenue of ? 36,939.26 lakhs as against ? 38,979.74 lakhs
in the previous year. The loss at EBITDA level widened
and stood at ? (8,826.85) lakhs as against ? (3,124.20)
lakhs in the previous year. The decline in performance is
attributed to a sharp drop in demand due to shutting down
of solar module manufacturing capacity in the EU and also
in Turkey. Faced with a sharp decline in demand, GMB had
little choice but to discontinue its production in January
2025, and place its workforce on short time work in order to
reduce cash outgo.

The approval by the European Union (EU) of the Net-Zero
industry Act (NZIA), which mandated support to domestic

production of solar modules in EU has led us to believe
that Germany would follow the lead of Italy and Austria
in extending support to its solar module manufacturing.
We expect the newly formed German government will
announce their own support packages, and improve the
competitiveness of local manufacturing, which in turn shall
bring back the demand for solar glass. We are constantly
keeping a watch on developments and keenly await actions
from Government over next 2-3 months before making any
major steps. In the meantime, we are trying to cut the cash
losses to the extent possible and planning to resume glass
processing by importing raw glass.

Consolidated Results

The consolidated results show a 24% rise in EBITDA amount,
from ? 7,484.62 lakhs to ? 9,283.99 lakhs. Meanwhile,
revenue has risen by 7.7% from ? 1,37,369.06 lakhs to
? 1,47,932.89 lakhs. Despite the rise in operating results
of the Indian operations, which improved considerably by
51.8%, the increase in consolidated EBIDTA was contained
due to higher losses of overseas subsidiaries. We expect
that the considerably improved performance of Indian
operations will help to curtail the losses in the subsidiaries
during the year FY 2025-26.

DIVIDEND

In order to conserve the resources for future growth of the
Company, the Board has not recommended any dividend
for the year under review.

The Dividend Distribution Policy duly approved by the Board
of Directors in line with Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) has been made available on
the Company's website at https://www.borosilrenewables.
com/investor/policies.

RESERVES

During the year under review, the Company has not
transferred any amount to the General Reserve. For more
details on Reserves, please refer to Note no. 20 of the
accompanying Standalone Financial Statement.

SHARE CAPITAL

In compliance with the provisions of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
the Listing Regulations, the Act and the Rules made
thereunder, and pursuant to the approval of the Board of
Directors and the Members of the Company, on February
14, 2025, the Company has allotted 18,86,793 equity
shares on preferential basis to promoter/promoter group
of the Company and 78,80,436 warrants, each convertible
into one equity share, on preferential basis to non-promoter
investors. The issue price of the equity shares and warrants
was ' 530/- each and the total issue was for raising '
51,766.31 lakhs. As per the terms of the issue, the Company
has received full amount of ' 10,000 lakhs towards the
equity shares and an amount of ' 10,441.58 lakhs, (i.e.
25% of warrant issue price) towards the issue of warrants.
Balance 75% of the warrant issue price is payable within
18 months from the allotment date. Out of above proceeds
of ' 20,441.58 lakhs, ' 18,500.00 lakhs have been utilized
towards satisfaction of the liability of the Company arising
from Standby Letter of Credit ('SBLC') extended on behalf
of the Company as a security to the lenders of GMB, a step-
down subsidiary of the Company and the balance amount
has been temporarily invested in Mutual Funds, pending
utilization towards the objects of issue. There have been no
deviations or variations in the utilization of proceeds from
the stated objects of the issue.

The Company has allotted 42,160 equity shares of face
value of ' 1/- each upon exercise of stock options under the
Borosil Employee Stock Option Scheme 2017.

Consequent to the above allotments during FY 2024-25, the
paid-up equity share capital of the Company has increased
from ' 13,05,37,795/- representing 13,05,37,795 fully
paid-up equity shares having a face value of ' 1/- each,
to ' 13,24,66,748/- representing 13,24,66,748 fully paid up
equity shares having a face value of ' 1/- each, on a non-
diluted basis.

During the year under review, the Company has neither
issued shares with differential voting rights nor sweat equity
shares.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available on the
website of the Company at https:// www.borosilrenewables.
com/investor/policies. The Company does not have any
Joint venture companies. Following are the Subsidiaries /
Associate Company of the Company as on March 31,2025:

Subsidiary Companies:

Geosphere Glassworks GmbH (Geosphere): Geosphere
is a wholly owned subsidiary of the Company. It is a non¬
operating company and was primarily established as a
special purpose vehicle to acquire the majority stake in
GMB Glasmanufaktur Brandenburg GmbH (GMB). Both
Geosphere and GMB are based in Germany.

Laxman AG: Laxman AG is a wholly owned subsidiary
of the Company. It is a non-operating company and was
primarily established as a special purpose vehicle to acquire
the majority stake in Interfloat Corporation (Interfloat). Both
Laxman AG and Interfloat are based in Liechtenstein.

GMB Glasmanufaktur Brandenburg GmbH (GMB): GMB
is a stepdown subsidiary of the Company, as Geosphere,
a wholly owned subsidiary of the Company holds 86%
stake in GMB which specializes in the manufacturing of
flat glass, special glass products and similar products,
which in particular produces glass for solar modules,
thermal collectors and greenhouse glass amongst others.
It is having its manufacturing facility in Tschernitz, Germany
and is a material subsidiary of the Company in terms of
Regulation 16(c) of Listing Regulations.

Interfloat Corporation (Interfloat): Interfloat is a stepdown
subsidiary of the Company, as Laxman AG, a wholly owned
subsidiary of the Company holds 86% stake in Interfloat
which is a well-established and leading solar glass
supplier to European markets and has been operating in
this industry for close to 42 years. Interfloat is a material
subsidiary of the Company in terms of Regulation 16(c) of
Listing Regulations.

Associate Company:

Renew Green (GJS Two) Private Limited (RGPL) & Clean
Max Prithvi Private Limited (CMPPL): The Company
holds 31.2% equity shares of RGPL and 49% of equity
shares of CMPPL, thereby making them the Associate
Companies of the Company. The Company has invested in
these Associate Companies to facilitate the implementation
of hybrid solar wind power plants for captive use so that a
portion of the Company's energy demand can be met from
renewable sources.

Performance and financial position of Subsidiary and
Associate Companies:

As required under the Listing Regulations and Section 129
of the Act, the consolidated financial statements have been
prepared by the Company in compliance with the applicable
provisions of the Act as well as in accordance with the
applicable accounting standards. The Audited Consolidated
Financial Statement, together with the Auditor's Report
thereon, forms part of this Annual Report. Further, a
statement containing the salient features of financial
statements of subsidiary and associate companies which
also highlights their performance and their contribution to
the overall performance of the Company, in the prescribed
Form AOC-1 is annexed along with the Consolidated
Financial Statement.

Pursuant to the provisions of Section 136 of the Act,
the Audited Standalone and Consolidated Financial
Statement of the Company, along with relevant
documents and the Financial Statement of the Subsidiary
Companies, are available on the Company's website at
https://borosilrenewables.com/investor/annual-reports
and https://borosilrenewables.com/investor/subsidiaries-
financials.

Any member desirous of obtaining copies of the Financial
Statement of the Subsidiary Companies may write an e-mail
to investor.relations@borosilrenewables.com up to the date
of the ensuing AGM.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
the year under review, as required in terms of Listing
Regulations, forms part of this Annual Report as
Annexure - A'.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations,
Business Responsibility and Sustainability Report (BRSR)
disclosing initiatives taken by the Company from an
environmental, social and governance perspective, forms
part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of Corporate Governance and adhering to the
Corporate Governance requirements and transparency
in all its dealings and places high emphasis on business
ethics.

As per Regulation 34 read with Schedule V to the Listing
Regulations, a separate report on Corporate Governance,
together with a certificate from M/s. Chaturvedi & Shah LLP,
Chartered Accountants (Firm Registration No.101720W/
W100355), Statutory Auditors of the Company, regarding
compliance with the conditions of Corporate Governance
as stipulated under the Listing Regulations, forms part of
this Annual Report.

The Board of Directors of the Company has adopted a
Code of Conduct and the same has been hosted on the
Company's website at https://www.borosilrenewables.com/
investor/policies. The Directors and Senior Management
Personnel have affirmed their compliance with the Code of
Conduct for the financial year ended March 31, 2025.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

The Company has in force the Borosil Employee Stock
Option Scheme 2017, which is in line with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SBEB
Regulations”). The Nomination and Remuneration
Committee administers and monitors this Scheme.

The Company has obtained a certificate certifying that
Borosil Employee Stock Option Scheme 2017 has been
implemented in accordance with the SBEB Regulations
and in accordance with the resolution passed by the
shareholders. This certificate will be available for inspection
by the shareholders at the ensuing Annual General Meeting.
There has not been any change in the Scheme during the
year under review.

The details as required to be disclosed under Regulation
14 of the SBEB Regulations, are placed on the Company's
website at https://www.borosilrenewables.com/investor/
miscellaneous.

BOARD OF DIRECTORS, ITS MEETINGS,
EVALUATION, ETC.

Board of Directors / Key Managerial Personnel

The tenure of the four (4) Independent Directors of the
Company namely, Mr. Pradeep Bhide, Mr. Syed Asif Ibrahim,
Mrs. Shalini Kamath and Mr. Haigreve Khaitan concluded
on February 02, 2025. The Board and Management of the
Company placed on record their deep appreciation for the
invaluable guidance and support provided by Mr. Pradeep
Bhide, Mr. Syed Asif Ibrahim, Mrs. Shalini Kamath and Mr.
Haigreve Khaitan, during their long-standing association
with the Group, including their contributions during their
tenure with Gujarat Borosil Limited prior to its merger with
the Company in year 2020.

In accordance with provisions of Sections 149, 150, 152,
161 and other applicable provisions of the Companies
Act, 2013, SEBI Listing Regulations and the Articles
of Association of the Company, the Board, based on
recommendation of the Nomination and Remuneration
Committee, at its meeting held on January 30, 2025, had
appointed Mr. Akshaykumar Chudasama (DIN: 00010630),
Ms. Vanaja N. Sarna (DIN: 10419005) and Mr. Shailendra
Kumar Shukla (DIN: 00106531), as Independent Directors
of the Company, not liable to retire by rotation, for five
consecutive years i.e, from January 30, 2025 up to January
29, 2030. Their appointments were approved by the
shareholders by passing special resolutions through Postal

Ballot on April 26, 2025.

Shareholders at their last Annual General Meeting held
on August 23, 2024, had approved the appointment of Mr.
Sunil Roongta as Whole Time Director (in addition to his
capacity as Chief Financial Officer of the Company) and
Key Managerial Personnel for a period of 3 years with effect
from May 27, 2024.

Mr. Melwyn Moses was appointed as the Chief Executive
Officer of the Company with effect from December 02, 2024.
Mr. Kishor Talreja, Company Secretary and Compliance
Officer, had resigned and ceased to hold office with effect
from the close of business hours on May 06, 2024, after
providing over 11 years of meritorious service. Mr. Ravi
Vaishnav has been appointed as Company Secretary and
Compliance Officer, effective May 27, 2024.

The Board of Directors at their meeting held on May
10, 2025, on recommendations of the Nomination and
Remuneration Committee, approved the continuation of
Mr. Ashok Jain as Non-Executive Non-Independent Director
with effect from August 01, 2025, in view of him completing
his existing tenure as a Whole Time Director on July 31,
2025.

Retirement by Rotation

During the year under review, Mr. Shreevar Kheruka, who
was retiring by rotation, was re-appointed as a Director by
the Shareholders at the last Annual General meeting held
on August 23, 2024.

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Ashok Jain, retires by
rotation at the ensuing Annual General Meeting, and being
eligible has offered himself for re-appointment. The Board
of Directors at their meeting held on May 10, 2025, on the
recommendation of the Nomination and Remuneration
Committee have recommended his re-appointment to the
Shareholders for their approval. The Resolution seeking
Members' approval for his re-appointment, along with
the disclosures required pursuant to Regulation 36 of the
Listing Regulations and the Secretarial Standards-2 on
General Meetings, forms part of the Notice of the ensuing
Annual General Meeting.

Board Diversity

The Company recognizes and embraces the importance of
a diverse Board in its success. The Company believes that
a truly diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical backgrounds, age,
ethnicity, race and gender, which will help the Company

retain a competitive advantage. The Policy on the Diversity
of the Board of Directors adopted by the Board, sets out its
approach to diversity.

Board Meetings

The Board of Directors of the Company met Eight (8)
times during FY 2024-25 on May 27, 2024, June 07, 2024,
August 12, 2024, November 11, 2024, November 28, 2024,
December 18, 2024, January 30, 2025 and February 14,
2025.

Board Committees

As on March 31,2025, the Board has the following statutory
Committees according to their respective roles and defined
scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility (CSR) and
Environmental, Social and Governance (ESG)
Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

During the year under review, the Board of Directors
accepted all recommendations made by the Committees of
the Board, with no instances of non-acceptance. The details
of the composition of the Board and its Committees, number
of meetings held, attendance of Board and Committee
members at such meetings, including the terms of
reference of the Committees, are provided in the Corporate
Governance Report, which forms part of this Annual Report.
The composition and terms of reference of all the
Committees of the Company are in line with the provisions
of the Act and the Listing Regulations.

Evaluation of Directors, Board and its Committees

The Company has devised a framework for performance
evaluation of the Board, its Committees and individual
Directors in compliance with the provisions of Sections
134 and 178 of the Act, Regulation 17(10) of the Listing
Regulations and the Remuneration Policy of the Company.
Structured questionnaires were circulated to provide
feedback on the functioning of the Board, its Committees
and individual Directors. The observations and feedback
from the Directors were discussed and presented to the
Chairman of the Board.

The criteria for evaluation of Directors included aspects
such as attendance, participation and contribution by a
director, commitment, acquaintance with business, effective
deployment of knowledge and expertise, integrity and

maintenance of confidentiality, independence of judgment,
effective participation, domain knowledge, compliance with
code of conduct, focus on core values, vision and mission,
etc. These aspects help to assess the performance
and effectiveness of Directors in fulfilling their fiduciary
responsibilities and contribution to the overall governance
and success of the Company.

The criteria for evaluation of the Board included aspects
such as monitoring compliance of corporate governance
regulations, role of Chairman, Executive Directors, and
Non-Independent Directors clearly defined, appropriate
industry knowledge and diversity of experience and
background, proper mix of competencies and qualification,
understanding of the Company, consideration of critical
issues, management's responses, and steps towards
improvement, demonstration of integrity, credibility and
trustworthiness, frequency of meetings, quality time is
devoted in reviewing the implementation of the strategy,
strategic foresight, financial reporting process, audit
functions and internal controls, ethics & compliance,
succession plan for Board members including the Board
Chairman and Senior Management Personnel.

The criteria for evaluation of Committees included aspects
such as structure of the Committees and its working
procedures, frequency of meetings, effectiveness of the
Committees, independence of the Committees from the
Board and contribution to decisions of the Board, whether
the Committee has sought necessary clarifications,
information and explanations from management, internal
and external auditors etc.

The Directors expressed their satisfaction with the
evaluation process, and the performance evaluation of the
Board, its Committees, and Directors, including Independent
Directors, was found to be satisfactory.

Independent Directors & Declarations
As at March 31,2025, the Company has 4 (four) Independent
Directors, namely, Mr. Raj Kumar Jain, Mr. Akshay kumar
Chudasama, Ms. Vanaja N. Sarna and Mr. Shailendra
Kumar Shukla. The Company has received declaration of
independence from them in terms of Section 149 of the Act
and Listing Regulations.

In terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective,
independent judgment and without any external influence.
The Board of Directors of the Company have taken on

record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of
the veracity of the same. The Independent Directors have
also confirmed that they have complied with Schedule IV
to the Act and the Company's Code of Conduct. There has
been no change in the circumstances affecting their status
as Independent Directors of the Company.

The Board of Directors believes that the Company's
Independent Directors are distinguished professionals,
possessing deep expertise and extensive experience
across a broad range of areas. They uphold the highest
standards of integrity and maintain their independence from
the management.

The Company has received confirmation from the
Independent Directors of the Company regarding the
registration of their names in the databank maintained by
the Indian Institute of Corporate Affairs in terms of Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

Familiarization Program for Independent Directors

The details of familiarization program conducted for
Independent Directors are mentioned in the Corporate
Governance section, forming part of this Annual Report.
Remuneration policy

The Company has devised, a policy, inter alia, on Director's
appointment and Remuneration including Key Managerial
Personnel and other employees. This policy outlines the
guiding principles for the Nomination and Remuneration
Committee for identifying persons who are qualified to
become Directors and to determine the independence of
Directors, while considering their appointment as Directors
of the Company and that remuneration is directed towards
rewarding performance based on Individual as well as
Organizational achievements and Industry benchmarks.
The said policy was amended during the year and the
same is available on the website of the Company at https://
borosilrenewables.com/investor/policies.

RISK MANAGEMENT

Amid continuous shift in business paradigm marked by
geopolitical shifts, technological disruption, regulatory
changes, and market volatility, effective risk management
has become essential for sustainable business performance.
The Company acknowledges the range of potential risks
and remains committed to proactively manage such risks to
facilitate the achievement of business objectives.

With this context in mind, the Company has developed and
implemented an Enterprise Risk Management (ERM) Policy
and framework, benchmarked with leading international
risk management standards such as ISO 31000:2018
and Committee of Sponsoring Organization of the
Treadway Commission ('COSO') - 2017 ERM Integrated
Framework. The ERM Policy and Framework outlines the
roles and responsibilities of key stakeholders across the
organization to strengthen risk governance; establishes
processes of risk management viz., Risk Identification,
Assessment, Prioritization, Mitigation, Monitoring and
Reporting; and facilitates a coordinated and integrated
approach for managing Risks & Opportunities across the
organization. The management teams across businesses
and functions analyzes risks in their operations and related
to their strategic objectives, at least annually, considering
bottom-up risk assessment, an external outlook and top
management input.

In accordance with the provisions of Regulation 21 of the
SEBI Listing Regulations, the Board has formed a Risk
Management Committee. The Risk Management Committee
conducts integrated risk and performance reviews on bi¬
annual basis along with the Senior Executives engaged in
different business functions. The Committee reviews the
top identified enterprise level risks and the effectiveness
of the existing controls and developed mitigation plans
to provide feedback and guidance on treatment and
mitigation of the existing and emerging risks. The Risk
Management Committee has also adopted the practice of
reviewing Key Risk Indicators (KRIs) to facilitate in-depth
analysis of the identified risks, evaluating the adequacy
of existing risk management systems and advising for
any additional actions and areas of improvement required
for effective implementation of the ERM Policy and
Framework. The Committee also ensures the allocation of
sufficient resources for the business to effectively mitigate
key risks and ensure that business value is safeguarded
and enhanced consistently. The overall ERM program
developed by the Company rests on the foundation of
continuous training and development of employees across
all the levels on risk management practices to enhance the
awareness of ERM framework and foster a culture of risk-
informed decision-making. The Company is resolute in its
efforts to keep the Risk Management Policy efficient and
relevant. In line with this commitment, a comprehensive
review of the existing ERM Policy was undertaken during
the year and the revised policy was reviewed and approved
by the Risk Management Committee.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

During the year under review, all contracts/arrangements/
transactions entered into by the Company with related
parties were in the ordinary course of business and on an
arm's length basis. Contracts/arrangements/transactions
that were material were entered into with related parties in
accordance with the policy of the Company on Materiality
of Related Party Transactions and on dealing with Related
Party Transactions.

During the year, the Company has not entered into any
contract / arrangement / transaction with related parties
which is required to be reported in Form No. AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with
Related Party Transactions. The said policy was amended
during the year and the same is available on the website

of the Company at https://borosilrenewables.com/investor/
policies.

The details of all the transactions with Related Parties are
provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has consistently demonstrated its
commitment to sustainable development by implementing
a Corporate Social Responsibility (“CSR”) strategy. This
approach emphasizes on respect for communities and local
cultures, environmental protection, and the conservation
of natural resources and energy. Through partnerships
with communities, the Company aims to foster meaningful
changes that enhance the quality of life, thereby creating
shared value for both the communities and the Company.

The details of contribution made by the Company during
the year under review towards CSR activities are as
under:

ANNUAL RETURN

The Annual Return for FY 2024-25 as per provisions of
the Act and Rules thereto, is available on the Company's
website at https://www.borosilrenewables.com/investor/
annual-reports.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company promotes safe, ethical and compliant conduct
across all its business activities and has put in place a
mechanism for reporting illegal or unethical behavior. The
Company has established a robust Vigil Mechanism and a
Whistleblower Policy in accordance with the provisions of
the Act and the Listing Regulations. Employees and other
stakeholders are encouraged to report actual or suspected
violations of applicable laws and regulations and the Code
of Conduct. Additional details about the Vigil Mechanism
and Whistleblower Policy of the Company are explained in
the Corporate Governance Report, which forms part of the
Annual Report and the Policy is available on the website
of the Company at https://www.borosilrenewables.com/
investor/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant /
material orders passed by the Regulators/Courts/Tribunals,
which would impact the going concern status of the
Company and its future operations.

STATUTORY AUDITORS AND THEIR REPORT

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration no. 101720W/ W100355) were appointed as
Statutory Auditors of the Company for a term of 5 (five)
consecutive years, at the 58^th Annual General Meeting held
on September 30, 2021. The Auditors have confirmed that
they are not disqualified from continuing as Auditors of the
Company.

The Notes to the financial statements referred in the
Auditors' Report are self-explanatory and do not call for any
further comments. The Auditors' Reports do not contain any
qualification, reservation, adverse remark or disclaimer.

COST RECORDS AND AUDIT

The Company has prepared and maintained cost records
as required under Section 148(1) of the Act. Such cost
records are audited pursuant to Section 148 of the Act read

with the Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors in its meeting held on May 10, 2025,
on the recommendation of the Audit Committee, appointed
M/s. Kailash Sankhlecha & Associates, Cost Accountant as
Cost Auditors of the Company for the year ending March 31,
2026. A certificate certifying independence and arm's length
relationship with the Company has been received from the
Cost Auditor. M/s Kailash Sankhlecha & Associates have
vast experience in the field of cost audit and have been
conducting the audit of the cost records of the Company for
the past several years.

SECRETARIAL AUDIT AND SECRETARIAL
COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Act and
the Rules framed thereunder, the Board had appointed Mr.
Virendra G. Bhatt, Practicing Company Secretary (COP
no.124) to conduct Secretarial Audit of the Company for FY
2024-25. The report of the Secretarial Auditor is attached as
‘Annexure C' to this Report.

In terms of the provisions of Regulation 24A of the Listing
Regulations, the Company has obtained a Secretarial
Compliance Report for FY 2024-25 from Mr. Virendra G.
Bhatt, Practicing Company Secretary and Secretarial
Auditor of the Company.

The Secretarial Audit Report and Secretarial Compliance
Report do not contain any qualification, reservation, adverse
remarks or disclaimer.

Pursuant to the amended provisions of Regulation 24A of
the SEBI Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Audit Committee and the Board of Directors have approved
the appointment and remuneration of M/s. Dhrumil M.
Shah & Co. LLP, Practicing Company Secretaries, as the
Secretarial Auditors of the Company for a term of five
(5) consecutive years, to conduct the secretarial audit
from FY 2025-26. The Board has recommended their
appointment for approval of the Members at the ensuing
AGM. The resolution seeking approval of the Members for
the appointment of M/s. Dhrumil M. Shah & Co. LLP, for a
term of 5 years, has been incorporated in the Notice of the
ensuing 62^nd AGM. If approved by the Members, Secretarial
Auditors shall hold office from the conclusion of the ensuing
AGM i.e. 62^nd AGM till the conclusion of 67^th AGM of the
Company to be held in the Year 2030.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS

During the year under review, there have not been any
instances of fraud and accordingly, the Statutory Auditor,
Secretarial Auditor and Cost Auditor have not reported any
frauds either to the Audit Committee or to the Board under
Section 143(12) of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the disclosures provided in the Annual Accounts
and as per the discussion with the Statutory Auditors of the
Company, the Board of Directors confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards read with requirements set
out under Schedule III to the Act have been followed and
there are no material departures from the same;

(b) they 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 and of the profit (standalone)
and loss (consolidated) of the Company for that period;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

(d) they have prepared the annual accounts on a going
concern basis;

(e) they have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial
Controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Internal Control Systems of the Company are commensurate
with its size and the nature of its operations. The Company's
internal control systems include policies and procedures,
IT systems, delegation of authority, segregation of duties,
internal audit and review framework, etc. Clearly defined
roles and responsibilities have been institutionalized and
systems and procedures are periodically reviewed to
keep pace with the growing size and complexity of the
Company's operations. Controls were tested during the

year under review, and no reportable material weakness
in the operations or in the design was observed. These
controls are periodically reviewed to ensure that they
remain updated to the changes in environment.

During FY 2024-25, internal audits were conducted by both,
the Company's internal audit team and Mahajan & Aibara,
Chartered Accountants LLP, the joint internal auditor. The
Audit Committee reviews the Internal Audit Reports on a
quarterly basis.

PARTICULARS OF LOANS GIVEN, GUARANTEES/
SECURITIES PROVIDED AND INVESTMENTS MADE

During the year under review, the Company has not
provided any security / guarantee but had given loans
and made investment, in compliance with the provisions
of Section 186 of the Companies Act, 2013, the details
of which are provided in ‘Annexure D' to this report read
with Note nos. 7, 8, 9, 16, 17, 36 and 40 to the Standalone
Financial Statement.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has in place a Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at the work
place, which is in line with the requirements of the Sexual
Harassment of women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made
thereunder. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. The
Company has constituted Internal Complaint Committees
under Section 4 of the captioned Act. During the FY 2024¬
25, no complaints have been received by these committees.
The Company has submitted the necessary reports to the
concerned authority confirming the same.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details
as required pursuant to the provisions of Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are provided in ‘Annexure E' attached to this Report.

In terms of the provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement containing particulars of employees, forms
part of this Report. In accordance with the provisions of
Section 136 of the Act, this Annual Report and the Audited
Financial Statements are being sent to the Members and

others entitled thereto, excluding the aforesaid statement.
The said statement is available for inspection electronically
by the Members of the Company. Any Member interested
in obtaining a copy thereof may write to the Company
Secretary at investor.relations@borosilrenewables.com.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION,FOREIGNEXCHANGEEARNINGSAND
OUTGO

The information pertaining to the conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read
with the Rule 8(3) of the Companies (Accounts) Rules,
2014 is provided in ‘Annexure F' attached to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively,
issued by the Institute of Company Secretaries of India.

MATERIALCHANGESANDCOMMITMENTSAFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, which
affected the Company's financial position, between the end
of the financial year and the date of this Report.

OTHER DISCLOSURES:

o There has been no change in the nature of business of
the Company during the year under review,
o No Director of the Company is in receipt of any
remuneration or commission from any of its
subsidiaries.

o The Company does not have any scheme or provision
of providing money for the purchase of its own

shares by employees or by trustees for the benefit of
employees.

o The Company has not accepted any public deposit
during the year under review within the meaning of
Sections 73 and 76 of the Act read with Companies
(Acceptance of Deposit) Rules, 2014.
o There has been no issuance of shares (including
sweat equity shares) to employees of the Company
under any scheme save and except Employee Stock
Option Scheme referred to in this Report.
o No application was made nor any proceedings were
pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

o There was no instance of one-time settlement with any
Bank or Financial Institution.

ACKNOWLEDGEMENT

The Directors appreciate the hard work, dedication, and
commitment of all the employees of the Company. The
Directors extend their sincere gratitude to the shareholders,
government and regulatory authorities, banks, rating
agencies, stock exchanges, depositories, auditors,
customers, vendors, business partners, communities
in the neighborhood of the Company's operations and
other stakeholders for their continuous support and the
confidence they have placed in the Company.

For and on behalf of the Board of Directors

Pradeep Kumar Kheruka
Date: May 10, 2025 Executive Chairman

Place: Mumbai DIN: 00016909

1

Exceptional item represents the amount received pursuant to Subsidiary Company's claim filed under the insolvency
proceedings relating to an annual contract with a customer before the acquisition by the Company, which was fully written
off in 2017.

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with
accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“the
Act”) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines
issued by the Securities and Exchange Board of India.