Borosil Renewables Ltd Directors Report

To

The Members,

BOROSIL RENEWABLES LIMITED

Your directors have immense pleasure in presenting the 63 rd (Sixty-third) 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, 2026.

FINANCIAL RESULTS

The Companys financial performance (Standalone and Consolidated) for FY 2025-26 is summarized below:

(Rs. In lakhs)

Particular s	Standalone		Consolidated
	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	1,53,482.50	1,10,993.63	1,55,583.50	1,47,932.89
Other Income	2,338.32	1,649.26	2,493.63	3,524.61
Profit for the year before Finance Cost, Depreciation, Exceptional Items and Tax	49,167.61	18,051.26	46,596.26	9,283.99
Less: Finance Cost	1,417.31	2,581.42	1,418.21	3,154.82
Less: Depreciation and Amortization Expenses	8,679.06	10,784.19	9,538.52	13,542.07
Profit/(Loss) before share of profit in associate, exceptional items and tax	39,071.24	4,685.65	35,639.53	(7,412.90)
Add : Share of profit/(Loss) in associates	-	-	(58.39)	(25.25)
Profit/(Loss) before Exceptional Items and Tax	39,071.24	4,685.65	35,581.14	(7,438.15)
Less: Exceptional Item*	(35,977.85)	-	21,340.80	-
Profit/(Loss) Before Tax	3,093.39	4,685.65	14,240.34	(7,438.15)
Less: Tax expenses	1,019.31	1,339.07	1,500.69	1,258.45
Profit/(Loss) for the year	2,074.08	3,346.58	12,739.65	(8,696.60)
Other Comprehensive Income / (Loss)	(54.46)	(27.56)	(205.66)	(45.65)
Total Comprehensive Income / (Loss) for the year	2,019.62	3,319.02	12,533.99	(8,742.25)

Exceptional item for the year includes

a) write off of the Companys exposure aggregating to 32,590.81 lakhs in form of investment, loans (including interest thereon) and other receivables in the German subsidiaries as a one-time loss pursuance to filing of insolvency by the subsidiaries as there is no possibility to receive any amounts; and

b) provision of 3,387.04 lakhs for impairment in the investment held in the Companys subsidiary Laxman AG due to significant decline in the profitability of its subsidiary Interfloat Corporation.

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 Companys 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 1,53,482.50 lakhs as against 1,10,993.63 lakhs in the previous year, representing an increase of 38.28%. The EBITDA increased significantly to 49,167.61 lakhs from 18,051.26 lakhs representing an impressive increase of 172.38%, it now stands at 32% of revenue from operation. This improvement in Revenue and EBITDA arose mainly from

(a) the increase in the domestic selling prices from January 2025, post imposition of provisional anti-dumping duty on imports of solar glass from China and Vietnam from December 04, 2024, and

(b) an increase in production by 6% and c) stock reduction. The Revenue and EBIDTA in Q4 FY 2025-26 to an impressive 43,761.69 lakhs and 14,460.81 lakhs as against 32,722.82 lakhs and 7,703.31 lakhs respectively in the previous year showing a jump by 33.7% and 87.7%. The Anti-Dumping Duty on solar glass imports from China and Vietnam from December 04, 2024, shall be valid till December 03, 2029. This support from the Government led to a positive situation for the growth of solar glass manufacturing in the country which was otherwise battling for survival due to continued dumping from China ever since the duty was discontinued in August 2022.

The average Ex- factory selling prices realized during the year increased to 146.7/mm as compared to 113.4/mm in the last year, which contributed significantly to this dramatic turnaround in the Revenue and EBITDA margin Exports amounted to 11,328.95 lakhs, accounting for 7.38% of the turnover, compared to 8,711.46 lakhs in the last year when exports made up 7.85% of the turnover. The Companys major export markets continue to face low demand. The Company continue to look forward for opportunities to augment our exports as USA is restricting import of glass from companies of Chinese origin.

The ongoing war in West Asia has adversely impacted most nations in the East Asia including India due to huge dependance for oil/gas supplies. The user industries had to deal with non-availability and uncertainty of fuel supplies. Fuel prices of imported gas used by most industries more than doubled and prices of furnace oil also rose gradually by almost 50%. In this difficult situation, the Company had no choice but to request its customers to accept a fuel surcharge covering a part of the cost increase. We acknowledge the cooperation extended by all our esteemed customers. This surcharge will be suitably adjusted based on developments on the cost of inputs. We did not curtail production due to ongoing west Asia war and have been able to maintain full production throughout. Looking to this adverse situation, the Company has further intensified efforts to improve efficiencies and cut costs. I am happy to confirm that the rise in fuel cost has not made any impact on our margins. The Company is confident of maintaining January/March 2026 quarter performance barring unforeseen circumstances. While approving results for the Q1 FY 2025-26, the Company had done an assessment of the prevailing situation of Glasmanufaktur Brandenburg GmbH (GMB) (step-down subsidiary) and Geosphere Glassworks GmbH (Geosphere) (wholly owned subsidiary of the company and holding company of GMB) in Germany and concluded that there was a complete absence of any demand recovery; nor any sign of such recovery in the foreseeable future. Based on independent assessment, GMB had filed the insolvency application on July 04, 2025. In the quarterly results for Q1 FY 2025-26, a provision was made for 32,590.81 lakhs towards the exposure in German subsidiary (Geosphere) and step-down subsidiary (GMB) in view of the insolvency filing by GMB. The Company has received a copy of the Report issued by Court appointed Insolvency Administrator of GMB which was submitted to the insolvency court in Cottbus, Germany. As per this report assets of GMB are insufficient for discharging its liabilities and creditors are unlikely to receive any amounts. Geosphere also filed for insolvency on December 22, 2025. A report dated February 16, 2026 is also received from the Administrator of Geosphere with similar conclusions. In view of the above, Company has reassessed the situation and concluded that there is no probability of recovery of any amount against its exposure. Accordingly, Board of the Directors of the Company decided to write off above exposure of 32,590.81 lakhs in the books of account for the financial year ended March 31, 2026.

The Company has invested in the second plant of 16.5MW for wind-solar hybrid power 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 March 2026 (although it was expected from September 2025) and allows us to meet about 75% of power requirement from green energy sources besides resulting in cost savings.

Overseas operations

During the year under review, the Companys step-down subsidiaries, GMB Glasmanufaktur Brandenburg GmbH (GMB) and Interfloat Corporation (Interfloat) achieved revenue of 2,101.00 lakhs as against 36,939.26 lakhs in the previous year. The loss at EBITDA level reduced considerably to (2,571.35) lakhs as against (8,767.27) lakhs in the previous year. The huge decline in sales is attributed to discontinuation of production by GMB in view of sharp drop in demand due to shutting down of solar module manufacturing capacity in the EU after a prolonged effort to stay operational.

Consolidated Results

The consolidated results show a 401.90% rise in EBITDA amount, to 46,596.26 lakhs from 9,283.99 lakhs. Consolidated revenue has risen by 5.2% to 1,55,583.50 lakhs from 1,47,932.89 lakhs despite shutting down of operations at GMB.

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 Companys website at https://borosilrenewables.com/ Files/Dividend_Distribution_Policy-revised.pdf.

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. 21 of the accompanying Standalone Financial Statement.

SHARE CAPITAL

During the previous financial year, on February 14, 2025, the Company had 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 ( Issue 1 ). 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 terms of the issue, the Company had received full amount of 10,000 lakhs towards 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. During the year under review, 17 warrants holders had applied for conversion of 7,72,994 warrants and paid 3,072.65 lakhs as the remaining 75% amount towards their respective warrants and accordingly, equivalent number of equity shares were allotted to them. The Company has overall raised the funds of 23,514.23 lakhs from the aforesaid Issue 1, and the remaining 28,252.08 lakhs would be received upon conversion of outstanding warrants. The last date for conversion of warrants is August 13, 2026. Further, during the year under review, 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 October 17, 2025, the Company has raised 37,148.75 lakhs by way of allotment of 69,43,691 equity shares on preferential basis to non-promoter investors at the issue price of 535/- each ( Issue 2 ). There have been no deviations or variations in the utilization of proceeds from the stated objects of the aforesaid Issues. The status of utilization of funds raised from aforesaid Issues is being uploaded on quarterly basis on website of the Company at https://borosilrenewables.com/investor/ notice-of-board-meeting.

Additionally, the Company has allotted 5,412 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 2025-26, the paid-up equity share capital of the Company has increased from 13,24,66,748/- representing 13,24,66,748 fully paid up equity shares having a face value of 1/- each, to 14,01,88,845/- representing 14,01,88,845 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://borosilrenewables. com/investor/policies. The Company does not have any Joint venture company. Following are the Subsidiaries / Associate Company of the Company as on March 31, 2026:

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. Geosphere has filed for insolvency in a German Court.

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 has its manufacturing facility in Tschernitz, Germany and is a material subsidiary of the Company in terms of Regulation 16(c) of Listing Regulations. GMB has filed for insolvency in a German Court

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 10 MW and 16.5 MW respectively hybrid solar+wind power plants for captive use so that a portion of the Companys 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 Auditors 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 Companys 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.

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.

CODE OF CONDUCT

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Companys website at https://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, 2026.

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 Companys website at https://www.borosilrenewables.com/investor/ miscellaneous.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.

Board of Directors / Key Managerial Personnel

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. Further, the Board of Directors at their meeting held on May 12, 2026, on recommendations of the Nomination and Remuneration Committee, approved remuneration payable to Mr. Ashok Jain as Non-Executive Non-Independent Director with effect from August 01, 2026. Mr. Ravi Vaishnav, Company Secretary and Compliance Officer, had resigned and ceased to hold office with effect from the close of business hours on November 10, 2025. Mr. Kishor Talreja has been appointed as Company Secretary and Compliance Officer, effective November 11, 2025.

The Board of Directors at their meeting held on May 12, 2026, on recommendations of the Nomination and Remuneration Committee, approved the re-appointment and terms of remuneration 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 commencing from May 27, 2027 to July 22, 2029. There was no change in the composition of the Board of Directors during the year under review.

Retirement by Rotation

During the year under review, Mr. Ashok Jain, who was retiring by rotation, was re-appointed as a Director by the Shareholders at the last Annual General meeting held on September 23, 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. P. K. 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 12, 2026, 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 this 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 2025-26 on May 10, 2025, May 16, 2025, July 05, 2025, July 23, 2025, September 03, 2025, September 29, 2025, November 11, 2025 and January 28, 2026.

Board Committees

As on March 31, 2026, 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, managements 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 on March 31, 2026, 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 Companys 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 Companys 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 Directors 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 including Cyber Security 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 arms 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 directly by the Company during the year under review towards CSR activities are as under:

Sr. No. CSR Project or Activity	Amount spent during FY 2025-26 (Rs.)
1 Construction of borewells under the Jal Sanchay Jan Bhagidari initiative of Ministry of Jal Shakti, in Bharuch district or its vicinity areas in Gujarat.	1,08,96,120
Total	1,08,96,120

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 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 was amended during the year and the same is available on the Companys website at https://www.borosilrenewables.com/investor/csr.

ANNUAL RETURN

The Annual Return for FY 2025-26 as per provisions of the Act and Rules thereto, is available on the Companys 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 years from the conclusion of the 58 th Annual General Meeting till the conclusion of the 63 rd Annual General Meeting. The first term of M/s. Chaturvedi & Shah LLP will end at the ensuing 63 rd Annual General Meeting and it is proposed to re-appoint them as statutory auditors of the Company for the second term of 5 years from the conclusion of the 63 rd Annual General Meeting till the conclusion of the 68 th Annual General Meeting.

M/s. Chaturvedi & Shah LLP have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141 of the Companies Act, 2013 and have affirmed their independent status. The Auditors Report to the Members on the Accounts of the Company for the year ended March 31, 2026, is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation, or adverse remark.

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 12, 2026, 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, 2027. A certificate certifying independence and arms 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. The Cost Audit Report for the financial year 2024-25 was filed by your Company with the Ministry of Corporate Affairs on August 12, 2025. The Report does not contain any qualification, reservation or remarks. The Cost Audit for the Financial Year 2025-26 is under progress and the Cost Audit Report will be filed in due course.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

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 report of the Secretarial Auditor of the Company for FY 2025-26 is attached as Annexure C to this Report.

The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualification, reservation, adverse remarks or disclaimer. The Secretarial Audit Report is self explanatory and do not require any comments.

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 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

The Company has established internal control systems that are commensurate with its size, scale, and the nature of its operations. These systems encompass well-defined policies and procedures, robust IT frameworks, clearly delegated authority matrices, appropriate segregation of duties, and a comprehensive internal audit and review mechanism.

Roles and responsibilities across functions are clearly articulated and institutionalized. The Company undertakes periodic reviews of its systems and processes to ensure they remain aligned with the evolving scale and complexity of its operations and the changing business environment. During the year under review, the effectiveness of internal controls, including both their design and operating effectiveness, was evaluated. No material weaknesses or significant deficiencies were identified.

During FY 2025–26, internal audit activities were carried out by the Companys in-house internal audit team as well as by Mahajan & Aibara, Chartered Accountants LLP, the joint internal auditors. The Audit Committee reviews internal audit findings and monitors corrective actions on a quarterly basis.

The Company has established adequate internal financial controls with reference to the financial statements, commensurate with the size and nature of its business. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards. The Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the year under review for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Except for salary advances or loans to employees in accordance with the Companys Loan policy and the provisions of the Act, the Company did not give any loan, provide any guarantee or security during the year under review. For details of investments made by the Company during the year under review, please refer to Note no. 8 to the Standalone Financial Statement, which forms part of this Annual Report.

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 2025- 26, the Committee received one complaint, which was resolved. The Company has submitted the necessary reports to the concerned authority confirming the same.

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/the Code on Social Security, 2020. The Company provides maternity leave and related benefits to eligible employees in accordance with the statutory requirements and is committed to supporting the health, well-being, and work-life balance of its employees during maternity.

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 D 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, 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 E 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occured, which would have affected the Companys financial position, between the end of the financial year to which the financial statement relates and the date of this Report.

OTHER DISCLOSURES:

There has been no change in the general 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 proceedings is 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 Companys 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 12, 2026	Executive Chairman
Place: Mumbai	DIN: 00016909