Borosil Renewables Ltd

To

The Members,

BOROSIL RENEWABLES LIMITED

Your directors have m?mense pleasure in presenting the 61^st (Sixty-first) 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, 2024.

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the financial year 2023-24 is summarized below:

(' In lakhs)

* Operations of the foreign subsidiaries have been included from November 2022 in the consolidated figures for financial year 2022-23.

** 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.

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 ' 98,587.40 lakhs and EBITDA of ' 11,893.32 lakhs. Although the revenue increased by approximately 43.26% compared to the previous year, the EBITDA declined by about 32.64%. This decline is attributed to lower selling prices in the domestic market and a proportionately lower share of exports which has a better selling price. This was the first full year of the operations of the third furnace (SG-3) and the processing facilities which were commissioned on February 23, 2023.

The Company has, during the year successfully achieved sale of the entire additional volume coming from the new facility. However, the margins continued to face challenge due to an intensified dumping from China, Vietnam and Malaysia selling at depressed prices despite elevated level of input costs. In addition to the low FOB/CIF prices from China, the removal of Anti-dumping duty (ADD) on imports of solar glass from China from August 17, 2022 coupled with a significant drop in international freight rates brought down the landed cost of imports into the country and consequently the selling prices of the Company.

Solar glass space continues to be dominated by Chinese companies (manufacturing in China or through their subsidiaries located in other South- East Asian economies like Malaysia and Vietnam etc.) which control almost 96% share of solar glass production globally. Imports of Solar Glass in India are coming free of any kind of duties and continue to have a significantly high share of the demand for modules manufactured for domestic installations. In the absence of a level playing field and duties, India continues to depend heavily on the imported glass which is a matter of serious concern. Almost 80% of these imports come from China (up from about 10% before removal of ADD in August 2022) and the remaining imports are coming from Vietnam which are also owned by the Chinese companies. Solar glass production in these countries is heavily subsidized, and there are export subsidies as well, enabling them to export at artificially low prices. It is an irony that while there is a 40% basic customs duty on import of modules and 25% on solar cells from April 1, 2022, the solar glass imports continue to be at NIL basic customs duty. Unfortunately, the exemption from payment of Basic Customs Duty of 15% on import of solar glass which was slated to end on March 31, 2024 has been extended till September 30, 2024. Four new producers of solar glass started production of solar glass in India during financial year 2023-24 and are now facing the same serious challenge arising from low selling prices.

The Company, duly supported by the new solar glass producers, has applied to the authorities for levy of appropriate Anti-dumping duty (ADD) and Counter-veiling duty (CVD) against China and Vietnam . These applications are under process and are expected to be decided during the financial year 2024-25.

The price of major inputs such as Soda Ash remain higher, after witnessing a sharp spike, and the price of natural gas continues to rule at elevated 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 30% of our power requirement from green energy sources.

Export sales [excluding to customers in Special Economic Zones] remained flat at around ' 18,191.90 lakhs during the year under review, compared to ' 18,107.86 lakhs in the previous year. Exports accounted for 18.45% of the Company's revenue showing a decline as against an impressive growth of 50.76% in FY 2022-23. The exports in second half of the year suffered heavily due to a drop in demand in the European region. In 2023, the solar module industry witnessed an unprecedented price decline of over 60%, posing a significant challenge to European manufacturers already grappling with higher production cost. This challenge intensified from September 2023 onwards, resulting in a notable slowdown in demand as many customers scaled back their activities. As can be expected, this had a cascading effect on the demand for solar glass and an attendant decline in selling prices. The demand in other major markets also declined almost around the same period.

The year has witnessed two major changes in demand pattern. Firstly, glass-glass (bifacial) modules have gained popularity globally because of their higher efficiency and consequently a lower cost per Watt-peak of power. China had started shifting to glass-glass modules aggressively from year 2018-19 and other markets have taken time to catch up. The Indian market has started switching to this product in the current financial year. New facilities being set up are for manufacturing of bifacial modules and some of the old facilities are also being upgraded by their owners. This has led to substantial rise in demand for 2mm glass. The share of 2 mm glass in the overall sales, has already reached to about 25% and the Company expects it to rise to almost 60% in the second half of the current financial year post addition of more facilities for hole drilling and back printing processes.

Secondly, almost 90-95% of the modules are now in large sizes (M10) due to the advantage they provide in reducing the cost of power per Watt- peak and the Company has transitioned successfully to producing the large sizes of glass.

Domestic manufacturing capacity of solar modules has been increasing gradually over the past two years and the installed manufacturing capacity has risen to about 65 GW from around 15 GW in the beginning of FY 2022-23. This phenomenal rise has been as a result of the following steps taken by the Government to promote domestic manufacturing:

1. Levy of Basic Customs Duty of 40% on import of photovoltaic modules and of 25% on import of solar cells from April 01, 2022.

2. A Production Linked Incentive (PLI) scheme, and also a National Program on High Efficiency Solar PV Modules, has been announced, under which additional production of High-efficiency solar modules, cells and further backward integration will be incentivized. The allocation for the scheme has been raised from ' 4,500 crores to ' 24,000 crores. This will help build 40 GW manufacturing capacity across the solar PV value chain. The scheme encourages the use of domestically produced components by incentivizing the use of domestic components, including solar glass.

3. Approved list of Models and Manufacturers (ALMM) has been introduced to promote the use of technically certified photovoltaic modules. Several domestic manufacturers have been certified under this scheme, and are now able to sell their modules to government schemes.

Large capacity additions are expected to take place in the next 2-3 years, potentially raising the capacity to almost 100 GW. The increase in manufacturing capacity of solar module/cell manufacturing will inevitably lead to increased demand for solar glass, and such trends are already visible. Once government policy effectively resolves challenges faced in domestic solar glass production, by adoption of measures similar to those for solar cells and modules, new investments in solar glass production will inevitably be made and far larger capacities will come into production, enough to satisfy the demands of domestic manufacturers of solar modules. These measures include levy of properly calibrated import duties, whether as Basic Customs Duty, or Anti-Dumping Duty, Countervailing Duty, ALMM, DCR, etc. which will go towards providing a level playing field to domestic manufacturers.

On the export front, European demand remains sluggish while other export markets in the vicinity have shown signs of partial recovery in the current financial year. Demand from USA is expected to grow with US made modules are expected to witness a high rate of growth during the second half of the current financial year. This is based on current trends and policy announcements by the US Government restricting imports by levy of higher duties on import of Modules from China on one hand and incentivizing local manufacturing on the other hand.

Overseas operations

The Company has two wholly owned overseas subsidiaries, Geosphere Glassworks GmbH and Laxman AG, as well as two step-down subsidiaries, GMB Glasmanufaktur Brandenburg GmbH ("GMB") and Interfloat Corporation ("Interfloat"). The wholly owned subsidiaries are non-operational and were established primarily to acquire the step-down subsidiaries. The step-down subsidiaries viz. GMB and Interfloat are operational entities. GMB focuses on manufacturing solar glass, while Interfloat focusses on selling solar glass to European and other markets.

During the year under review, GMB and Interfloat achieved revenue of ' 38,979.74 lakhs and suffered a Negative EBITDA of ' (3,284.58) lakhs as against running profitably in the past before our acquisition. This was the first full year of operations after acquisition by the Company. The decline in performance is attributed to lower selling prices and reduced level of operations first owing to furnace repair and later from middle of December to middle of March 2024 due to a precipitous slowdown in European demand which was the only market being served by the Company till then.

During the year under review, the energy prices softened gradually after rising to very high levels in the previous financial year. While there has been a substantial reduction in the gas prices, the electricity prices need to go down further. Correspondingly the selling prices have been suitably adjusted downwards reflecting reduction in the cost of production. The furnace resumed production in May 2023 with a higher capacity of 350 TPD up from 300 TPD earlier. However, the demand suffered a set-back from September 2023 led by a decline in the manufacturing activity by our customers, who faced exceptional competition from cheap dumped modules from South East Asia.

The European Solar PV Industry represented their case to the European Union (EU), which has now approved the Net-Zero industry Act (NZIA), which is a regulation for mandatory non-price resilience and sustainability criteria to be applied in public procurements, auctions, and other forms of public intervention for net-zero products. The objective is to achieve a 30 GW domestic manufacturing capacity. The NZIA encompasses final products, components, and machinery necessary for manufacturing net-zero technologies, including Solar photovoltaic modules. In addition to NZIA, some of the member countries of European Union like Italy, Austria have announced support packages to incentivize solar module manufacturing. German government is expected to announce "Resilience" package that could incentivize manufacturing of solar modules, components and few other critical components of solar projects. The Company has also been representing its case to the authorities and expects that the EU will take additional measures to improve the competitiveness of the domestic production of solar glass too.

The Company maintains a positive outlook on the sector and expects the demand in the EU to return once the measures are actually put in place. In the meantime, the Company has been able to make inroads in other markets to fill the vacuum created by a fall in the demand in the Europe and has met with success although the Ex-works selling prices for export to these markets remain low, which adversely affects the profitability. The German plant has resumed full production from both its production lines from 15^th of March and is raising the level of output.

The work on capex plan at GMB has been completed which will help increase productivity by improving the yields, enable savings in the cost and also serve the demand for large sized glass with more economical cost of production.

Consolidated Results

The consolidated results show a decline in EBITDA amount by 54.04% from ' 16,286.78 lakhs to ' 7,484.62 lakhs although the revenue has risen from ' 89,403.49 lakhs to ' 1,36,928.34 lakhs. This decline can be attributed largely to lower average selling prices and a proportionately higher

share of figures of overseas subsidiarles as against previous year which suffered a loss at EBITDA level. The management is working on all aspects to improve the situation and is hopeful of turning out a better performance in the year 2024-25.

DIVIDEND

In order to conserve its resources for future growth of the Company, the Board has not declared 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

During the financial year 2023-24, the paid-up equity share capital of the Company has increased from ' 13,04,98,179/- representing 13,04,98,179 fully paid-up equity shares having a face value of ' 1/- each, to ' 13,05,37,795/- representing 13,05,37,795 fully paid up equity shares having a face value of ' 1/- each, consequent to allotment of 39,616 equity shares of face value of ' 1/- each upon exercise of stock options under the Borosil Employee Stock Option Scheme 2017.

RIGHTS ISSUE OF EQUITY SHARES

The Securities Issue Committee of the Board of Directors of the Company (the "Committee") at its meeting held on March 01, 2024, has approved the issue of equity shares on rights issue basis to the eligible equity shareholders of the Company for an amount not exceeding ' 500 crores, subject to receipt of necessary statutory / regulatory approvals, as may be required under the applicable laws. For the purposes of giving effect to the rights issue, the detailed terms of the rights issue including but not limited to the issue price, rights entitlement ratio, record date, timing and terms of payment will be determined in due course by the aforesaid Committee or the Board.

SUBSIDIARIES AND ASSOCIATES

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. Following are the Subsidiaries / Associate Company of the Company as on March 31, 2024:

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 41 years. Interfloat is a material subsidiary of the Company in terms of Regulation 16(c) of Listing Regulations.

Renew Green (GJS Two) Private Limited (RGPL): The Company has subscribed to 31.2% equity shares of RGPL, by virtue of which, it has become an Associate of the Company. The Company has invested in RGPL to facilitate the implementation of hybrid solar+wind power plant for captive use so that a portion of the Company's energy demand can be met from renewable sources.

Performance and financial position of Subsidiaries and Associate Company:

As required under the Listing Regulations and Section 129 of the Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. Further, a statement containing the salient features of financial statements of subsidiaries and associate company 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.

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 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) forms part of the Annual Report. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certif?cate from the Auditors forms part of the 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 f?nancial year ended March 31, 2024.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

A certif?cate from Mr. Virendra G. Bhatt, Practicing Company Secretary (CP no.124) and Secretarial auditor of the Company, certifying that Borosil Employee Stock Option Scheme 2017 has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the shareholders, 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 SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 in respect of the aforesaid ESOP Scheme, are placed on the Company's website at https://www.borosilrenewables.com/investor/miscellaneous.

Board Meetings

The Board of Directors of the Company met Four (4) times during the f?nancial year 2023-24 on May 24, 2023, August 08, 2023, November 06, 2023, and February 07, 2024.

Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the Listing Regulations, the performance evaluation of the Board, its Committees and of the Directors was carried out during the year under review.

Manner of effective evaluation

The Company has laid down evaluation criteria in the form of questionnaire, separately for the Board, its Committees and the Directors. Evaluation of Directors, Board and its Committees

The criteria for evaluation of Directors includes parameters such as attendance, participation and contribution by Director, acquaintance with business, independence, providing timely disclosures as per statutory requirements, etc.

The criteria for evaluation of Board includes whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/women directors and replacement of Board members/Committee members, whenever required, whether the Board facilitates the independent directors to perform their role effectively, and whether the Board reviews redressal of investor grievances & CSR contribution etc.

The criteria for evaluation of Committees includes adherence to the roles and functions as defined in their terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on the defined criteria, evaluations were conducted for each Director, Committees and the Board of Directors. The observations and feedback from the Directors were discussed and presented to the Chairman of the Board. The performance evaluation of Non-Independent Directors namely, Mr. Pradeep Kumar Kheruka, Mr. Shreevar Kheruka, Mr. Ashok Jain and Mr. Ramaswami V. Pillai and the entire Board was carried out.

The evaluation of performance of the Independent Directors namely Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mr. Haigreve Khaitan, Mrs. Shalini Kalsi Kamath and Mr. Syed Asif Ibrahim was also conducted.

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.

BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL

Mr. Ramaswami V. Pillai, Non-Executive Non-Independent Director, has resigned with effect from the close of business hours on March 31, 2024. Before his appointment as Non-Executive Non-Independent Director, Mr. Pillai served as a Whole-time Director of the Company, with his term ending on March 31, 2023. Mr. Ramaswami has served the Borosil group with distinction since 1992, during which time he made significant contributions to the group. The Board has expressed its deep appreciation for his services.

Additionally, Mr. Kishor Talreja, Company Secretary and Compliance Officer, has 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.

Shareholders at their last Annual General Meeting held on August 25, 2023, had approved the re-appointment of Mr. Ashok Kumar Jain as Whole Time Director and Key Managerial Personnel for a period of 2 years with effect from August 01, 2023.

During the year under review, Mr. Pradeep Kumar Kheruka, who was retiring by rotation, was re-appointed as a Director by the Shareholders at the last Annual General meeting held on August 25, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shreevar Kheruka, 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 27, 2024, on the recommendation of the Nomination and Remuneration Committee have recommended his re-appointment to the Shareholders for their approval.

Independent Directors & Declarations

The Company has 5 (five) Independent Directors, namely, Mr. Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mrs. Shalini Kamath, Mr. Haigreve Khaitan and Mr. Syed Asif Ibrahim.

The Company has received declaration of independence from them in terms of Section 149 of the Act and also as per the Listing Regulations. Further, they have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs.

Company's Policy on Directors' Appointment and Remuneration etc.

The Company has devised, ?nter alia, a policy 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.

There has been no change in the policy during the year under review.

The aforesaid policy is available on the website of the Company at https://www.borosilrenewables.com/investor/policies.

Familiarization Program for Independent Directors

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

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT PLAN

In today's ever evolving business landscape, where multiple uncertainties of varied complexities are at play in tandem, the Company has taken cognizance of the business risks and assures commitment 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 Organisation 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 analyses 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 divisions and 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 facil?tate 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during the financial year which were in the ordinary course of business and at arm's length basis.

During the year, the Company had 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 same is available on the Company's website at https://www. borosilrenewables.com/investor/policies.

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

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Raj Kumar Jain (Chairman), Mr. Pradeep Kumar Kheruka, Mrs. Shalini Kamath, Mr. Pradeep Vasudeo Bhide and Mr. Haigreve Khaitan. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR committee comprises of Mr. Pradeep Kumar Kheruka (Chairman), Mr. Shreevar Kheruka, Mrs. Shalini Kamath and Mr. Syed Asif Ibrahim.

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good and demonstrates its commitment in this regard. The CSR Policy formulated by the CSR Committee and approved by the Board, remains unchanged, and has been uploaded on the Company's website at https://www.borosilrenewables.com/investor/csr.

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

*In the financial year 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 the financial year. Therefore, in accordance with the Act, the Company has 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 the financial year 2023-24 has also been transferred to the unspent CSR account. The Company remains committed to completing this project in the forthcoming financial years.

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.

ANNUAL RETURN

The Annual Return for the financial year 2023-24 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 hosted 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

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.

AUDITORS' REPORT

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

COST RECORDS AND AUDIT

The Company has prepared and maintained cost records as required under Section 148(1) of the Act. Such cost records were 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 27, 2024, 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, 2025. 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

Secretarial Audit Report dated May 27, 2024 issued by Mr. Virendra G. Bhatt, Practicing Company Secretary (COP no.124) and Secretarial Auditor of the Company, is attached as an 'Annexure C' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer by the Secretarial Auditor. Hence, there is no need of any explanation from the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Virendra G. Bhatt, Practicing Company Secretary and Secretarial Auditor of the Company.

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 were 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 loss 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 FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with its size and nature of business. These internal controls are designed to ensure that the financial statements are prepared based on reliable information. Wherever possible, the key internal financial controls have been automated. The Company has also engaged a third party to review the existing internal financial controls and suggest necessary improvements / enhancements to strengthen the same. Internal Audits are regularly conducted by Internal Audit team of the Company and Internal Audit Reports are reviewed by the Audit Committee on a quarterly basis.

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

The particulars of loans given, guarantee/ securities provided and investments made are provided in 'Annexure D' to this report read with Note nos. 8, 9, 16, 37 and 41 to the Standalone Financial Statement.

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

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. No complaints have been received by these committees till date. The Company has submitted the necessary reports to the concerned authority confirming the same.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as 'Annexure E' and forms a part of this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under 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, is provided in a separate annexure forming part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to investor.relations@borosilrenewables.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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' to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

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 provisi?n 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 or renewed 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. As on March 31, 2024, there were no deposit which were unclaimed/ unpaid and due for repayment.

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

Your Directors would like to express their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory

authorities, Vendors, Banks and last but not least, the Shareholders for their unwavering support, during the year under review.