Taylormade Renew

Taylormade Renewables Ltd Directors Report

NSEBSE

₹184.25

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Oct 3, 2025|12:00:00 AM

Taylormade Renewables Ltd Share Price directors Report

Dear Members,

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

1. FINANCIAL PERFORMANCE OVERVIEW

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

(Amount in Lakhs)

	Consolidated	Standalone
Particulars
	2024-25	2024-25	2023-24
Revenue from Operational	7114.47	7107.28	4690.16
Other Income	4.82	4.82	1.76
Total Income	7119.29	7112.10	4691.93
Profit before Finance costs and Depreciation	2030.10	2026.61	1612.09
Finance Cost	57.06	56.92	52.94
Depreciation and Amortization Expense	156.91	156.84	36.50
Profit before Tax	1816.13	1812.85	1522.65
Income Tax	566.00	566.00	461.46
Differed Tax Liability / (Assets)	19.39	23.83	0.25
Profit after Tax	1230.74	1222.99	1060.94
PAT Attributable to:
Equity holders of the parent	1221.76	1222.99	1060.94
Non-controlling interests	8.98	0.0	0.0

Key Performance Highlights:

The Company delivered a resilient performance in FY 2024-25. Standalone revenues stood at 7,107.28 Lakhs, a significant rise from 4,690.16 Lakhs in FY 2023-24, reflecting consistent growth in project execution and increasing adoption of its technologies. Profit After Tax improved to 1,222.99 Lakhs, compared to 1,060.94 Lakhs in the previous year.

This strong bottom-line growth, outpacing revenue expansion, underscores improved operating efficiency and disciplined financial management. Finance costs were contained and depreciation aligned with the expanding asset base. FY 2024-25 was therefore a year of accelerated growth and sharper profitability, reinforcing the

Companys capacity to convert innovation into financial strength and deliver sustained value creation for its shareholders.

2. STATE OF THE COMPANYS AFFAIRS:

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

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

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

In the domain of IP-driven engineering, TRL has been granted a patent its advanced sugar manufacturing technology-powered by TRLs proprietary TRL ZEO-MEMBRANE?, TRL RAIN?, and TRL RAIN ULTRA? systems, the process eliminates lime, sulphur, and phosphates, reduces water and energy consumption by up to 80%, increases sugar recovery by ~10%, and enables full Zero Liquid Discharge (ZLD) all while producing premium, transparent sugar. Post year-end, in June 2025, the Company also received official registration from the National Federation of Cooperative Sugar Factories Ltd. (NFCSF) as an approved manufacturer. This recognition positions TRL to offer its patented system across 200+ sugar and distillery plants nationwide through BOO models, turnkey EPC, and tech-licensing partnerships.

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

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

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

3. DIVIDEND AND RESERVES

Dividend

With a long-term view to strengthening the

Companys financial position and supporting upcoming growth opportunities, the Board of Directors has deemed it prudent to retain the profits for the year. Accordingly, no dividend has been recommended for the financial year. This decision reflects our commitment to sustainable value creation and strategic reinvestment.

Dividend Distribution Policy

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

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

Transfer To Reserves:

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

4. CORPORATE RESTRUCTURING

Acquisitions

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

5. CHANGES IN NATURE OF BUSINESS

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

6. DEPOSITS

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

7. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

8. MATERIAL ORDERS

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

9. PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS

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

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

MDAR for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“Listing Regulations”), forms part of the Annual Report, and is attached herewith as “ANNEXURE-F”.

11. CAPITAL STRUCTURE & FUND RAISING:

? AUTHORISED SHARE CAPITAL:

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

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

EQUITY SHARES

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

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

5,42,000 Equity Shares of Rs. 10/- (at a premium Rs. 233/-) as pursuant to conversion of 5,42,000 convertible warrants issued and allotted on preferential basis in 2023. As on March 31, 2025, Paid Up Share Capital has increased to Rs. 1,10,928,510/- comprising of 1,10,92,851 equity shares of Rs. 10/- each.

WARRANTS

The Company had made an application to Issue 2,50,000 Convertible Warrants on preferential basis at the issue price of Rs. 332/- per Warrant, aggregating to Rs. 8.30 Cr. pursuant to the Special Resolution passed at the Extra-Ordinary General Meeting held on 27th March 2025 in-principal approval awaited from Stock Exchange.

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

12. REPORT ON CORPORATE GOVERNANCE

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

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

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

Re-appointment of Directors a) The Board of Directors at its meeting held on August 30, 2024, based on the recommendation of the Nomination and Remuneration Committee (NRC) and after evaluating the performance of Mr. Pinakeen Amrutlal Patel (DIN: 08766172) during his first tenure as an Independent Director, approved and recommended his re-appointment for a second term of five (5) consecutive years commencing from June 26, 2025 to June 25, 2030 (both days inclusive), not liable to retire by rotation, for approval of the Members. The Members approved his re-appointment by passing a special resolution at the 14th Annual General Meeting held on September 30, 2024. The Board is of the considered opinion that Mr. Pinakeen Amrutlal Patel possesses the requisite integrity, expertise, and professional proficiency to continue serving as an Independent Director of the Company. His deep understanding of corporate governance, legal compliance, and strategic oversight has been instrumental in strengthening the Companys governance framework and supporting its long-term vision.

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Neera Dharmendra Gor, Executive Director, retired by rotation at the previous AGM and was reappointed by the Members. Further, Mrs. Avani Patel, Non-Executive Non-Independent Director of the Company, shall retire by rotation at the ensuing AGM and being eligible for reappointment, offers herself for reappointment.

Changes in KMPs

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

b) Mr. Ankitkumar Ashokkumar Chaudhary (ACS: 72281) was appointed as Company Secretary & Compliance Officer w.e.f. April 08, 2024, and resigned from the said position w.e.f. September 03, 2024. c) Ms. Jinesha Anil Mehta (ACS: 60878) was appointed as Company Secretary & Compliance Officer w.e.f. September 05, 2024, and tendered her resignation w.e.f. December 09, 2024. d) Ms. Vaidehi Bang (ACS: 73835) was appointed as Company Secretary & Compliance Officer of the Company w.e.f. January 28, 2025, pursuant to Section 203 of the Companies Act, 2013 and Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She holds office as on the date of this Report.

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

14. DISCLOSURE BY DIRECTORS:

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

15. MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate meetings of the Independent Directors of the Company were held on November 11, 2024 and February 14, 2025, without the presence of Non-Independent Directors and members of the management. During these meetings, the Independent Directors deliberated on a range of matters, including: ? Review and discussion of the action taken report from the previous meeting of Independent Directors, ? Assessment of the quality, quantity, and timeliness of information flow between the management and the Board, necessary for effective discharge of Board responsibilities, ? Evaluation of whether the Board and its Committees devote adequate time to discussions on matters of strategic importance, ? Review of the performance of Non-Independent Directors, the Board as a whole, and the Chairperson, taking into account the views of both Executive and Non-Executive Directors. These meetings provided a platform for objective assessment and contributed meaningfully to the

Companys commitment to strong, independent governance.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

These programmes are designed to provide Directors with an in-depth understanding of the

Companys business model, strategic priorities, industry landscape, operational challenges, regulatory environment, and risk profile. Sessions are facilitated by members of senior management and external experts, depending on the subject matter and the evolving needs of the Board.

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

Details of the familiarisation programmes conducted during FY 2024 25 are available on the

Companys website in compliance with Regulation

46 of the Listing Regulations.

17. DECLARATION BY THE INDEPENDENT DIRECTORS

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

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

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

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

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

During the financial year under review, the Company has not any issued debentures, bonds, equity shares with differential voting rights, sweat equity shares, or shares under any Employee Stock Option Scheme (ESOP) or Employee Stock Purchase Scheme (ESPS). Accordingly, no disclosures are required under Rule 4(4), Rule 8(13), or Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014. Further, there are no shares held by trustees for the benefit of employees, and hence no disclosure is applicable under Rule 16(4) of the said Rules.

19. NUMBER OF MEETINGS OF THE BOARD:

During the period under review, a total of Fourteen (14) Board Meetings were convened, with none exceeding the mandated 120-day interval as mandated under the provisions of the Act read with rules made thereunder, Secretarial Standard-I issued by the Institute of Company Secretaries of

India (“ICSI”), and Listing Regulations. The dates of these meetings, along with attendance details for each Director, have been comprehensively disclosed in the Report on Corporate Governance annexed as Annexure-E to the Boards Report.

20. COMMITTEES OF BOARD

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

These Committees have been established in accordance with the provisions of the Companies Act, 2013, applicable rules, the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Companys Articles of

Association, and other relevant regulatory guidelines and circulars issued from time to time. Details regarding the composition, reconstitution (if any), terms of reference, frequency and dates of meetings held during FY 2024 25, and attendance of members are provided in the Report on Corporate Governance, annexed to the Boards

Report as Annexure E. All the recommendations made by the Committees during the year were accepted by the Board of Directors.

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

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

Companies Act, 2013, and the applicable provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the SEBI Guidance Note on Board Evaluation, Taylormade Renewables Limited has implemented a formal annual process for evaluating the performance of the Board, its Committees, individual Directors, and the Chairperson. The performance evaluation aims to assess the effectiveness of the Boards functioning and identify key areas for improvement in governance, strategic oversight, and decision-making. This structured evaluation framework is reviewed and approved by the Nomination and Remuneration Committee (NRC) and is aligned with the

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

? Board as a Whole: Composition, diversity, functioning, independence, quality of discussions, and strategic focus ? Board Committees: Structure, mandate, effectiveness, frequency of meetings, and quality of deliberations ? Chairperson: Leadership, meeting conduct, governance oversight, and strategic direction ? Executive Directors: Execution of strategy, leadership, compliance, stakeholder communication, and operational efficiency ? Non-Executive and Independent Directors: Participation, judgment, objectivity, independence, and safeguarding of stakeholders interest.

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

22. DEPOSITS:

During the financial year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. Please refer Note no. 5 of the financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 for borrowings from directors.

23. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 Your Company has adhered to all applicable provisions of the Maternity Benefit Act, 1961, ensuring full compliance with statutory requirements.

24. ANNUAL RETURN:

The draft Annual Return for the financial year ended on March 31, 2025 in the prescribed form MGT-7, as required under Section 134(3)(a) and Section 92(3) of the Act, can be accessed on the

Companys website at https://trlindia.com/report-category/annual-returns/

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Your Company remains committed to environmental responsibility and sustainable innovation. It continuously undertakes initiatives to conserve energy, adopt eco-efficient practices, and integrate advanced technologies that promote long-term operational efficiency and reduced environmental impact. The disclosures as required under Section 134 of the Companies Act, 2013 read with the applicable rules regarding Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are annexed herewith and marked as “ANNEXURE D” to this report.

26. RELATED PARTY TRANSACTIONS

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

All related party transactions were placed before the Audit Committee for prior approval and, wherever required, subsequently reviewed and approved by the Board of Directors. A detailed statement of such transactions, including their nature, value, and terms, was placed before the Audit Committee on a quarterly basis for its review. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, are provided in Form AOC-2 and annexed to this Report as “Annexure A.”

Additional disclosures regarding related party transactions are included in Note No. 32 of the standalone financial statements for the year ended March 31, 2025, prepared in accordance with applicable Indian Accounting Standards (Ind AS).

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

27. SECRETARIAL AUDITOR AND THEIR REPORT

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

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

Annexure B.

Further, in compliance with the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Listing Regulations, and, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, and upon recommendation of the Audit Committee, the Board of your Company, subject to the approval of the shareholders at the ensuing Annual General Meeting, has approved the appointment of M/s Surana and Kothari Associates LLP, Company Secretaries (Registration No. L2022GJ012000 & Peer Review Certificate No.: 6013/2024) as the Secretarial Auditors of your Company to conduct the audit of the secretarial records for a period of one (1) year for the Financial Year 2025 26.

28. STATUTORY AUDITOR AND THEIR REPORT

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

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

& Associates, along with their eligibility confirmation, forms part of the Notice convening the ensuing AGM for approval by the Members.

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

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

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

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

Audit Qualifications 1.

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

Managements Response

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

Audit Qualifications 2.

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

Managements Response

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

29. COST AUDITORS:

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

30. REPORTING OF FRAUDS BY AUDITORS:

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

31. PARTICULARS OF EMPLOYEE REMUNERATION

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

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

Name	Ratio to remuneration	median % increase in remuneration in financial year
Non- Executive Directors:
Mrs. Avani Samir Patel	2.85	-
Mr. Pinakeen Amrutlal Patel	-	-
Mr. Parthiv Karsan Antala	-	-
Mr. Niraj Kumar	-	-
Mr. Mayurkumar Ramanlal Joshi	-	-
Executive Directors:
Mr. Dharmendra Sharad Gor	9.51	-
Mrs. Neera Dharmendra Gor	14.26	-
Mr. Jayesh Niranjanbhai Shah	4.16	20%
Chief Executive Officer
Mr. Harsh Dharmendra Gor	-	-
Chief Financial Officer
Mr. Samir Sumanbhai Patel	-	-
Company Secretary
Mr. Ankitkumar Choudhary*	-	-
Mrs. Jinesha Anil Mehta*	-	-
Ms. Vaidehi Bang*	-	-

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

*Mr. Ankitkumar A. Chaudhary served as Company Secretary & Compliance Officer from April 8, 2024 to September 3, 2024. *Mrs. Jinesha A. Mehta held the position from September 5, 2024 to December 9, 2024. *Ms. Vaidehi Bang was appointed on January 28, 2025 and continues to serve as Company Secretary & Compliance Officer.

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

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

iv) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: ? Average increase in remuneration of employees excluding KMPs: 34.04% ? Average increase in remuneration of KMPs: 20% ? KMP salary increases are decided based on the Companys performance, individual performance, inflation, prevailing industry trends and benchmarks. v) Key parameters for any variable component of remuneration received by the Directors

Nomination and Remuneration Committee determines the variable compensation annual based on their individual and organization performance. Non-Executive Directors Not applicable

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

32. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

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

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

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

Companys website.

34. PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

35. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

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

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

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

36. SECRETARIAL STANDARDS

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

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

Your Company is committed to providing a safe, respectful, and inclusive work environment for all its employees, irrespective of gender. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules made thereunder, the Company has implemented a robust Prevention of Sexual Harassment (POSH) Policy. An Internal Complaints Committee (ICC), duly constituted at the registered office and other relevant locations, is empowered to receive and address complaints related to sexual harassment at the workplace, ensuring fair inquiry and resolution procedures. The Company has adopted a zero-tolerance approach toward sexual harassment. To build and reinforce awareness: ? Mandatory POSH training sessions (both online and in-person) were conducted during the year for new and existing employees. ? Regular communications, awareness drives, and policy refreshers were undertaken, including coverage for hybrid and remote work environments. Status of Complaints under POSH for FY 2024 25: ? Number of complaints pending at the beginning of the year: Nil ? Number of complaints received during the year: Nil ? Number of complaints disposed of during the year: Not Applicable ? Number of complaints pending at the end of the year: Not Applicable

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

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details of the CSR Committee, including its composition and functions, are provided in the Corporate Governance Report, which forms part of this Annual Report. The Companys CSR Policy is available on its official website at https://trlindia.com/wp-content/uploads/2025/03/CSR-Policy.pdf In line with the requirements of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has spent 2% of the average net profits of the immediately preceding three financial years on CSR activities during FY 2024 25. The Chief Financial Officer of the Company has certified that the CSR funds have been disbursed and utilized in accordance with the CSR Policy and as approved by the Board. The Annual Report on CSR activities for the financial year 2024 25 is annexed to this Report as Annexure-C.

39. RISK MANAGEMENT

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

The policy defines the Companys approach to risk at both strategic and operational levels, including documentation, review mechanisms, and escalation protocols. Risks identified across key areas such as project execution, technology, regulatory compliance, financial exposure, and environmental impact are regularly reviewed by the Audit Committee and the Board of Directors. Mitigation strategies are formulated and implemented on a continual basis. The Board periodically reviews the Risk Assessment and Minimization Procedures, ensuring that executive management operates within a defined risk tolerance aligned with the

Companys growth objectives.

A detailed discussion on risk factors and mitigation strategies forms part of the Management Discussion and Analysis Report, annexed to this Annual Report as Annexure F.

40. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT PERSONNEL

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

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

A declaration to this effect by the Managing Director & CEO is included in the Corporate Governance Report, which forms part of the

Boards Report as Annexure E.

41. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and the said code is available on the Companys website.

42. WEBSITE:

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

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

43. GENERAL DISCLOSURES

? Neither the Executive Chairman nor the CEO of your Company received any remuneration or commission from any of the subsidiary of your Company. ? There was no revision of financial statements and Boards Report of the Company during the year under review. ? There was no instance of onetime settlement with any Bank or Financial Institution.

? Other disclosures with respect to Boards

Report as required under the Companies Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable.

ACKNOWLEDGEMENT:

Your Directors express their deep appreciation for the unwavering support and guidance received from the Government of India, the State Governments, regulatory bodies, and all statutory authorities throughout the year. We are also grateful to our valued customers, vendors, bankers, financial institutions, auditors, shareholders, depositories, and business associates for the trust and confidence they have reposed in Taylormade Renewables Limited. The Board places on record its sincere gratitude to the team members across all levels of the TRL family our workers, staff, and executives for their dedicated efforts, professionalism, and commitment to excellence. It is their collective contribution, work ethic, and solidarity that continue to drive the

Companys growth and innovation journey.

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

Place: Ahmedabad	For & on behalf of Board of Directors of
Date: September 06, 2025	For Taylormade Renewables Limited
	Dharmendra Sharad Gor
	Chairman & Managing Director
	DIN: 00466349

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