Borosil Renewables Ltd

BOROSIL RENEWABLES LIMITED

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:

( In lakhs)

* 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.

Borosil Renewables Limited

The Financial Statements as stated above are available on the Company's website at

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

Annual Report 2024-25

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 EBITDAamount, 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

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 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.

Borosil Renewables Limited

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 and - financials .

Any member desirous of obtaining copies of the Financial Statement of the Subsidiary Companies may write an e-mail to 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 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

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.

Borosil Renewables Limited

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

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:

In FY 2023-24, the Company initiated the construction of the Govali Panchayat Office building in Bharuch, Gujarat. As the project was approved in the last quarter of the financial year, there was limited time to complete the construction given its extensive nature. Consequently, the project could not be completed within FY 2023-24. Therefore, in accordance with the Act, the Company had transferred the unspent amount of 51.19 lakhs to its Unspent CSR Account. In addition to this,

24.46 lakhs, the unspent amount against the budget approved by the CSR Committee and the Board for FY 2023-24 was also transferred to the unspent CSR account. During FY 2024-25, the construction of the Panchayat Office building was completed, and the entire outstanding unspent CSR amount was fully utilized towards the same.

An Annual Report on CSR activities in terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an 'Annexure B' to this Report. For other details regarding the CSR & ESG Committee, please refer to the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy

ANNUAL RETURN

The Annual Return for FY 2024-25 as per provisions of the Act and Rules thereto, is available on the Company's

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

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:

?‚? 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;

?‚? 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;

?‚? 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;

?‚? they have prepared the annual accounts on a going concern basis;

?‚? 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

?‚? 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

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:

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

?‚? No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries.

?‚? 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.

?‚? 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.

?‚? 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.

?‚? No application was made nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

?‚? 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