Directors Report of Borosil Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the 15^th (Fifteenth) Annual Report on the performance of the Company
together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

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

Particulars	Standalone		Consolidated
	Year ended March 31,2025	Yearended March 31, 2024	Year ended March 31,2025	Yearended March 31, 2024
Revenue from Operations	1,10,776.52	94,853.10	1,10,776.52	94,853.10
Other Income	2,701.83	1,152.88	2,701.83	1,152.88
Profit for the year before Finance cost, Depreciation and Exceptional Items	19,706.94	15,051.84	19,706.48	15,051.35
Less: Finance Cost	1,278.13	876.66	1,278.13	876.66
Less: Depreciation and Amortization Expenses	8,103.85	5,391.27	8,103.85	5,391.27
Profit before Exceptional Items	10,324.96	8,783.91	10,324.50	8,783.42
Less: Exceptional Item
Profit Before Tax	10,324.96	8,783.91	10,324.50	8,783.42
Less: Tax expenses	2,901.06	2,196.76	2,901.06	2,196.76
Profit for the year	7,423.90	6,587.15	7,423.44	6,586.66
Other Comprehensive Income	(38.06)	(45.42)	(38.06)	(45.42)
Total Comprehensive Income for the year	7,385.84	6,541.73	7,385.38	6,541.24

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

The Financial Statements as stated above are available on
the Company’s website at www.borosil.com

DIVIDEND

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

In accordance with the provisions of Regulation 43A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the “Listing Regulations”), the Board
of Directors of the Company have adopted a Dividend
Distribution Policy. The same is available on the Company’s
website at Dividend Distribution Policy.

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
Fund raisethrough QIP

During the year under review, in compliance with the
provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, (“SEBI ICDR
Regulations”) the Listing Regulations and the Act and
Rules made thereunder, the Company successfully
raised ?150 crores by an issue of equity shares through a
Qualified Institutions Placement (QIP). The proceeds from
the QIP have been fully utilized towards the repayment/
prepayment, in full or in part, of long-term project loans and
short-term working capital loans availed by the Company,
and for general corporate purposes. The QIP significantly
enhanced the Company’s financial flexibility. There have
been no deviations or variations in the utilization of proceeds
from the stated objects ofthe issue.

During FY 2024-25, the paid-up equity share capital of the
Company has increased from ^11,45,82,095/- consisting
of ^11,45,82,095 fully paid-up equity shares of ?1/- each
to ^11,95,22,990/- consisting of 11,95,22,990 fully paid up
equity shares of ?1/- each on account of the following:

• Allotment of 2,23,914 equity shares of face value of
?1/- each upon exercise of stock options under “Borosil
Limited - Special Purpose Employee Stock Option
Plan, 2020” and “Borosil Limited - Employee Stock
Option Scheme 2020”; and

• Allotment of 47,16,981 Equity Shares on
June 25, 2024, to eligible Qualified Institutional Buyers
under the provisions of Chapter VI of SEBI ICDR
Regulations, 2018 at a premium of ?317 per equity
share aggregating to ?150 crores.

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

PERFORMANCE REVIEW (STANDALONE)

During FY 2024-25, the Company achieved Revenue from
Operations of ?1,107.77 crores as against ?948.53 crores in
FY 2023-24, representing a growth of 16.79%. This includes
other operating income of ?19.19 crores during FY 2024-25
as against ?6.28 crores in FY 2023-24.

The Profit Before Finance Cost, Depreciation and
Exceptional Items for the year amounted to ?197.07 crores,
representing margin of 17.79%, an increase by 30.93%.
The Company’s Operational Profit Before Tax was ?83.87
crores in FY 2024-25 as compared to ?82.21 crores in
FY 2023-24. The Company earned Other Income of ?27.02
crores during FY 2024-25 as compared to ?11.53 crores
in FY 2023-24. The other income during FY 2024-25 was
primarily on account of income from investments and
transfer of tenancy rights in certain assets. The Company
recorded Profit Before Tax of ?103.25 crores in FY 2024-25
as compared to ?87.84 crores in FY 2023-24.

Profit After Tax (PAT) during FY 2024-25 was ?74.24
crores as against ?65.87 crores in the previous year,
showing a growth of 12.70%. The effective tax rate for
FY 2024-25, including provisions for deferred tax was
28.10%, as compared to an effective tax rate of 25.01%
during FY 2023-24. The higher effective tax rate was
primarily due to discontinuation of indexation benefits on
long-term capital assets, effective July 23, 2024, resulting
in a reversal of deferred tax credit.

PERFORMANCE REVIEW (CONSOLIDATED)

During FY 2024-25, the Company achieved Revenue from
Operations of ?1,107.77 crores as against ?948.53 crores in
FY 2023-24, representing a growth of 16.79%. This includes
other operating income of ?19.19 crores during FY 2024-25
as against ?6.28 crores in FY 2023-24.

The Profit Before Finance Cost, Depreciation and
Exceptional Items for the year amounted to ?197.06 crores,
representing margin of 17.79%, an increase by 30.93%.

The Company’s Operational Profit Before Tax was ?83.86
crores in FY 2024-25 as compared to ?82.20 crores in
FY 2023-24.

The Company earned Other Income of ?27.02 crores during
FY 2024-25 as compared to ?11.53 crores in FY 2023-24.
The other income during FY 2024-25 was primarily on
account of income from investments and transfer of tenancy
rights in certain assets.

The Company recorded a Profit Before Tax of?103.25
crores in FY 2024-25 as compared to ?87.83 crores in
FY 2023-24. Profit After Tax (PAT) during FY 2024-25 was
?74.23 crores as against ?65.87 crores in the previous
year. The effective tax rate for FY 2024-25 was 28.10%
as against 25.01% in the previous year. The higher
effective tax rate was primarily due to discontinuation of
indexation benefits on long-term capital assets, effective
July 23, 2024, resulting in a reversal of deferred tax credit.

As of March 31, 2025, the Company has net debt of
?26.51 crores as against ?159.39 crores as of
March 31, 2024. In line with its treasury policy, all
incremental funds are invested in high credit quality
secured debt instruments.

During FY 2024-25, the Return on Capital Employed
(ROCE) was 12.83%. However, the operating ROCE was
11.49% (excluding surplus funds of ?49.63 crores, deferred
tax of ?18.97 crores and capital work in progress of
?13.55 crores). The closing capital employed for the
business was ?841.15 crores with Earnings before Interest
and Tax (EBIT) of ?96.66 crores. The EBIT margin of the
Company during FY 2024-25 was 8.72%.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for
the year under review, as stipulated under the Listing
Regulations, forms part of this Annual Report as
Annexure A.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the 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.

BOROSIL ESOP SCHEMES

The Company has in force the following Schemes, which
are in line with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 (“SBEB Regulations”):

• Borosil Limited - Special Purpose Employee Stock
Option Plan 2020 (“ESOP 2020”); and

• Borosil Limited - Employee Stock Option Scheme,
2020 (“NEW ESOS 2020”).

The Nomination and Remuneration Committee administers
and monitors ESOP 2020 and NEW ESOS 2020. The
Company has obtained a certificate from M/s. Dhrumil
M. Shah & Co. LLP, Practicing Company Secretaries,
Secretarial Auditor of the Company, confirming that
the ESOP Schemes, viz. ESOP 2020 and NEW ESOS
2020 have been implemented in accordance with SBEB
Regulations and in accordance with the resolutions
passed by the Board of Directors, who were authorized in
this behalf, and the shareholders in the general meeting,
respectively. This certificate will be available for inspection
by the Members during the Annual General Meeting.

The details required to be disclosed under Regulation 14
of SBEB Regulations in respect of ESOP 2020 and NEW
ESOS 2020, are available on the Company’s website at
www.borosil.com

SUBSIDIARY COMPANIES AND ITS PERFORMANCE

Acalypha Realty Limited (“ARL”), a wholly owned subsidiary
of the Company, intends to venture in the real estate
business and is yet to commence its business operations.
During the year ended March 31,2025, ARL incurred a loss
of ?0.46 lakhs, as compared to a loss of ?0.49 lakhs during
the previous year ended March 31, 2024.

Stylenest India Limited (“SIL”), a wholly owned subsidiary of
the Company, has been incorporated on April 08, 2025. SIL
will be engaged, inter alia, in the business of manufacturing,
marketing and distribution of household and kitchenware
products and related items.

The Company does not have any associate/Joint venture
companies.

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available on the
Company’s website at Material Subsidiary Policy.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of the Company for
FY 2024-25 are prepared in compliance with the applicable
provisions of the Act and as stipulated under Regulation 33
of the Listing Regulations, as well as in accordance with the

Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
The Audited Consolidated Financial Statement, together
with the Auditor’s Report thereon, forms part of this Annual
Report.

A statement providing details of performance, contribution
to the overall performance of the Company and salient
features of the financial statement of the Subsidiary
Company is provided as Annexure (Form AOC-1) to the
Audited Consolidated Financial Statement of the Company
and therefore, not repeated in this Report to avoid
duplication.

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 Company, are
available on the Company’s website at Audited Financial
Statements and Annual Report.

Any member desirous of obtaining copies of the Financial
Statement of the Subsidiary Company may write an e-mail
to [email protected] up to the date of the ensuing
Annual General Meeting (the “AGM”).

BOARD OF DIRECTORS

The Board based on the recommendation of the Nomination
and Remuneration Committee had appointed Mr. Adarsh
Menon (DIN: 10805162) as an Additional Non-Executive,
Independent Director of the Company, not liable to retire by
rotation, for a term of 3 (three) consecutive years i.e. from
November 13, 2024 up to November 12, 2027 subject to
approval of the Members of the Company.

The Members of the Company on January 25, 2025, by
way of a Special Resolution passed through Postal Ballot,
approved appointment of Mr. Adarsh Menon as a Non¬
Executive Independent Director for a term of 3 (three)
consecutive years i.e. from November 13, 2024 up to
November 12, 2027, not liable to retire by rotation.

Additionally, the Members of the Company on
January 25, 2025, by way of Special Resolutions, approved
the following:

• Re-appointment of Mr. Kewal Handa (DIN: 00056826)
as an Independent Director of the Company, not liable
to retire by rotation, for the second term of 5 (five)
consecutive years i.e. from February 03, 2025 up to
February 02, 2030;

• Re-appointment of Mr. Kanwar Bir Singh Anand
(DIN: 03518282) as an Independent Director of
the Company, not liable to retire by rotation, for the
second term of 5 (five) consecutive years i.e. from
February 03, 2025 up to February 02, 2030; and

• Re-appointmentof Ms. AnupaSahney(DIN: 00341721)
as an Independent Director of the Company, not liable
to retire by rotation, for the second term of 5 (five)
consecutive years i.e. from February 03, 2025 up to
February 02, 2030

Retirement by Rotation

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. Pradeep Kumar Kheruka (DIN: 00016909), Non¬
Executive Director retires by rotation and, being eligible,
has offered himself for re-appointment. Mr. Pradeep
Kumar Kheruka, aged around 73 years, is a Non-Executive
Director, Chairman and Promoter of the Company. In terms
of Regulation 17(1A) of the Listing Regulations, consent of
the Members by way of Special Resolution is required for
continuation of a Non-Executive Director beyond the age
of 75 years. Mr. Pradeep Kumar Kheruka will be attaining
the age of 75 years on July 23, 2026, and hence his
continuation beyond 75 years would require the approval of
the Members by way of a Special resolution.

Re-appointment ofWhole-time Director

Mr. Rajesh Kumar Chaudhary (DIN: 07425111) was
appointed as Whole-time Director of the Company
for a period of 3 (three) years with effect from
February 12, 2023. The present term of Mr. Rajesh
Kumar Chaudhary is up to February 11, 2026. The Board
of Directors of the Company at their meeting held on
May 19, 2025, based on the recommendation of the
Nomination and Remuneration Committee and subject to
the approval of the Members of the Company, have re¬
appointed Mr. Rajesh Kumar Chaudhary as Whole-time
Director of the Company for a further period of 3 (three)
years commencing from February 12, 2026.

The resolutions seeking Members’ approval for the above
re-appointment of Directors, along with the disclosures
required pursuantto Regulation 36 of the Listing Regulations
and the Secretarial Standards-2 on General Meetings, form
part of the Notice of the ensuing 15^th AGM.

Independent Directors & declaration of their
Independence

As at March 31,2025, the Company has 4 (four) Independent
Directors, namely, Ms. Anupa Sahney, Mr. Kewal Handa,
Mr. Kanwar Bir Singh Anand and Mr. Adarsh Menon.

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act that they meet
the criteria of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. In terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an
objective, independent judgment and without any external
influence. The Board of Directors of the Company have taken
on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of
the veracity of the same. The Independent Directors have
also confirmed that they have complied with Schedule IV
to the Act and the Company’s Code of Conduct. There has
been no change in the circumstances affecting their status
as Independent Directors of the Company.

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

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

Familiarization Program for Independent Directors

The details of the familiarization programfor the Independent
Directors are provided in the Corporate Governance
section, which forms part of this Annual Report.

Board Committees

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

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility 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.

NumberofBoard Meetings

The Board of Directors of the Company met four (4)
times during the year on May 24, 2024, August 14, 2024,
November 13, 2024, and February 07, 2025.

Board Evaluation

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 Nomination and Remuneration Policy
of the Company.

Structured questionnaires were circulated to provide
feedback on the functioning of the Board, its Committees
and individual Directors. The observations and feedback
from the Directors were discussed and presented to the
Chairman of the Board.

The criteria for evaluation of Directors included aspects
such as attendance, participation and contribution by a
director, commitment, acquaintance with business, effective
deployment of knowledge and expertise, integrity and
maintenance of confidentiality, independence of judgment,
effective participation, domain knowledge, compliance with
code of conduct, focus on core values, vision and mission,
etc. These aspects help to assess the performance
and effectiveness of Directors in fulfilling their fiduciary
responsibilities and contribution to the overall governance
and success of the Company.

The criteria for evaluation of the Board included aspects
such as monitoring compliance of corporate governance
regulations, role of Chairman, Executive Directors and

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

As at March 31, 2025, in terms of the provisions of Section
2(51) and Section 203 of the Act, the following are the
KMPs of the Company:

• Mr. Shreevar Kheruka - Vice Chairman, Managing
Director and CEO;

• Mr. Rajesh Kumar Chaudhary - Whole-time Director;

• Mr. Anand Sultania - Chief Financial Officer

During the year under review, following her resignation,
Ms. Anshu Agarwal ceased to serve as the Company
Secretary and Compliance Officer (Key Managerial

Personnel and Senior Management Personnel) of the
Company, effective from the close of business hours on
February 28, 2025.

Subsequent to the year under review, the Board, based on
the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Suresh Savaliya as the Company
Secretary and Compliance Officer (Key Managerial

Personnel and Senior Management Personnel) of the
Company, effectivefrom April 02, 2025.

REMUNERATION POLICY

The Company has in place a Policy 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
Remuneration Policy.

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.

WHISTLE BLOWER/VIGIL MECHANISM POLICY

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 this
Annual Report, and the Policy is available on the website
of the Company at Vigil Mechanism and Whistle-Blower
Policy.

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 divisions and functions. The
Committee reviews the top identified enterprise level risks
and the effectiveness of the existing controls and developed
mitigation plans to provide feedback and guidance on
treatment and mitigation of the existing and emerging
risks. The Risk Management Committee has also adopted
the practice of reviewing Key Risk Indicators (KRIs) to
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.

INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY

Internal control systems of the Company are commensurate
with its size and the nature of its operations. The Company’s
internal control systems include policies and procedures,
IT systems, delegation of authority, segregation of duties,
internal audit and review framework, etc. Clearly defined
roles and responsibilities have been institutionalized and
systems and procedures are periodically reviewed to
keep pace with the growing size and complexity of the
Company’s operations. Controls were tested during the
year under review, and no reportable material weakness
in the operations or in the design was observed. These
controls are periodically reviewed to ensure that they
remain updated to the changes in environment.

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

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/
transactions entered into by the Company with related
parties were in the ordinary course of business and on an
arm’s length basis. Contracts/arrangements/transactions
that were material were entered into with related parties in
accordance with the policy of the Company on Materiality
of Related Party Transactions and on dealing with Related
Party T ransactions.

The Company has not entered into any contract/
arrangement/transaction with related parties that 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
RPTs. The same is available on the Company’s website at
Related Party Transaction Policy.

The details of RPTs that were entered into during
FY 2024-25 are given in the Notes forming part of the
Standalone Financial Statement, which forms part of this
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

Sr. No.	CSR Project or activity	Amount spent during FY 2024-25 (? in lakhs)
1	Inspire Institute of Sport for the food & nutrition program for athletes to promote Olympic sports in India.	121.00
2	Seva Yagna Samiti for distributing milkto poorand orphan patients.	6.00
3	Calcutta Social Project for providing education, shelterto underprivileged children. Imparting them vocational training, developing their skills, community engagement initiatives and talent nurturing.	10.00
4	Saat Saath Arts for the establishment of the Sculpture Park in Jaipur.	25.00
5	Ladesar program for providing food kits to malnourished children (directly by the Company).	4.95
6	Mass plantation program in Jaipur (directly by the Company).	3.50
7	Construction of girls’ public library at Anantpura Gram Panchayat (directly by the Company).	12.25
	Total	182.70

The Annual Report on CSR activities in terms of Rule 8 of
the Companies (Corporate Social Responsibility) Rules,
2014, is attached herewith as Annexure B to this Report.
For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which forms part
of this Annual Report. The CSR Policy is available on the
Company’s website at CSR Policy.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act,
read with Section 134(3)(a) of the Act and Rules framed
thereunder, the Annual Return in Form MGT-7 for
FY 2024-25 is available on the website of the Company at
Form MGT-7.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

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

AUDITORSAND THEIR REPORT
Statutory Auditors

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration No.101720W/W100355) were appointed as
Statutory Auditors of the Company at the Annual General
Meeting held on August 26, 2021, for a term of 5 (five)
consecutive years from the conclusion of the 11^th Annual
General Meeting till the conclusion of the 16^th Annual
General Meeting of the Company. The Auditors have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

The Notes on financial statements referred to in the
Auditors’ Reports are self-explanatory and do not call for
any further comments. The Statutory Auditors’ Reports for
FY 2024-25 do not contain any qualifications, reservations,
adverse remarks or disclaimer.

Cost Auditors

During FY 2024-25, maintenance of cost records and the
requirement of cost audit, as prescribed under the provisions
of Section 148 of the Act and Rules made thereunder, did
not apply to the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and
the Rules framed thereunder, the Board had appointed
M/s. Dhrumil M. Shah & Co. LLP, Practicing Company
Secretaries, to conduct Secretarial Audit of the Company
for FY 2024-25. The Report of the Secretarial Auditors in
Form MR-3 for FY 2024-25 is attached as Annexure C to
this Report.

In terms of the provisions of Regulation 24A of the Listing
Regulations, the Company has obtained a Secretarial

Compliance Report for FY 2024-25 from M/s. Dhrumil
M. Shah & Co. LLP, Practicing Company Secretaries,
Secretarial Auditor of the Company.

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

Pursuant to the provisions of Section 204 of the Act and
Rules made thereunder and Regulation 24A of SEBI Listing
Regulations, the Audit Committee and Board of Directors
at their respective meetings held on May 19, 2025, have
recommended the appointment of M/s. Dhrumil M. Shah &
Co. LLP, Practicing Company Secretaries, as Secretarial
Auditors of the Company for a period of five consecutive
years to hold office from the conclusion of the ensuing AGM
i.e. 15^th Annual General Meeting (‘AGM’) till the conclusion
of 20^th AGM of the Company to be held in the Year 2030,
to the Members for their approval. The resolution seeking
approval of the Members for the appointment of M/s.
Dhrumil M. Shah & Co. LLP, for a term of 5 years, has been
incorporated in the Notice ofthe ensuing 15^th AGM.

Reporting of Fraud

During the year under review, the Statutory and Secretarial
Auditors have not reported any instances of fraud committed
in the Company by its officers or employees to the Audit
Committee underSection 143(12) ofthe Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis ofthe disclosures given in the Annual Accounts
and on further discussion with the Statutory Auditors of the
Company from time to time, the Board of Directors state as
under:

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

(b) that we 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 of the Company for that period;

(c) that we 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) that we have prepared the annual accounts on a going
concern basis;

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

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

PARTICULARSOFLOANS,GUARANTEES,SECURITIES
AND INVESTMENTS

Except for salary advances or loans to employees in
accordance with the Company’s 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 Nos. 8
and 13 to the Standalone Financial Statement, which forms
part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has a zero-tolerance policy towards
sexual harassment and has implemented an Anti-Sexual
Harassment Policy in accordance with the POSH Act, 2013.
In line with the statutory requirements, Internal Complaints
Committees (ICCs) have been constituted at all offices and
plant locations to address any such concerns. During the
year, no complaints were received.

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 annexed as Annexure D 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
[email protected].

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGSAND OUTGO

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo as stipulated under Section 134(3)(m) ofthe Act read
with Rule 8(3) ofthe Companies (Accounts) Rules, 2014,
are furnished as Annexure Eto 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 ofthe
Board of Directors’ and ‘General Meetings’, respectively,
issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

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

• No Director of the Company is in receipt of any
remuneration or commission from its subsidiary

• The Company does not have any scheme or provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees

• The Company has not accepted any deposits from the
public falling within the meaning of the provisions of
Sections 73 and 76 of the Act and the Rules framed
thereunder

• There has been no issue of shares (including sweat
equity shares) to employees of the Company under
any scheme save and except Employees’ Stock
Options Schemes referred to in this Report

• No application has been made or any proceeding
pending against the Company under the Insolvency
and Bankruptcy Code, 2016, as amended from time to
time

• There was no instance of one-time settlement with any
Bankor Financial Institution

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting
the financial position of the Company, subsequent to the
close of FY 2024-25 till the date of this Report.

APPRECIATIONS AND ACKNOWLEDGEMENTS

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, suppliers,
distributors, communities in the neighborhood of the
Company’s operations and other stakeholders for their
continuous support and the confidence they have placed in
the Management.

Forand on behalf ofthe Board ofDirectors
P. K. Kheruka

Date: May 19, 2025 Chairman

Place: Mumbai DIN : 00016909

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the 14^th (Fourteenth) Annual Report (1^st Integrated Annual Report) on the performance of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

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

('' In Lakh)

Particulars	Standalone		Consolidated
	Year ended March 31,2024	Year ended March 31, 2023	Year ended March 31,2024	Year ended March 31, 2023
Revenue from Operations	94,225.18	74,157.55	94,225.18	74,157.55
Other Income	1,780.80	2,004.27	1,780.80	2,004.27
Profit for the year before Finance cost, Depreciation and Exceptional Items	15,051.84	8,675.29	15,051.35	8,674.81
Less: Finance Cost	876.66	251.34	876.66	251.34
Less: Depreciation and Amortization Expenses	5,391.27	2,756.13	5,391.27	2,756.13
Profit before Exceptional Items	8,783.91	5,667.82	8,783.42	5,667.34
Less: Exceptional Item	-	(933.33)	-	(933.33)
Profit Before Tax	8,783.91	6,601.15	8,783.42	6,600.67
Less: Tax expenses	2,196.76	1,413.38	2,196.76	1,413.38
Profit for the year	6,587.15	5,187.77	6,586.66	5,187.29
Other Comprehensive Income	(45.42)	(8.90)	(45.42)	(8.90)
Total Comprehensive Income for the year	6,541.73	5,178.87	6,541.24	5,178.39

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

The Financial Statements as stated above are available on the Company''s website at www.borosil.com INTEGRATED ANNUAL REPORT

Aligned with the Company''s commitment to maintain highest standard of Corporate Governance, the Company has progressed to voluntarily publish, its 1^st Integrated Annual Report for FY 2023-24, demonstrating its focus on Corporate Governance, compliances and transparent reporting practices.

DIVIDEND

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

In accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The same is available on the Company''s website at Dividend Distribution Policy.

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.

COMPOSITE SCHEME OF ARRANGEMENT

During the year under review, the Composite Scheme of Arrangement between the Company and Borosil Scientific Limited (“BSL”) [formerly Klass Pack Limited] and Borosil Technologies Limited (“BTL”) and their respective shareholders and creditors was approved by the Hon''ble National Company Law Tribunal, Mumbai Bench, vide its Order dated November 02, 2023. The Composite Scheme of Arrangement became effective from December 2, 2023 and Appointed date of the Scheme was April 1, 2022.

As part of implementation of the Composite Scheme of Arrangement, the Scientific and Industrial Products (SIP) business of the Company and BTL has been consolidated into BSL and the Company continues to house the Consumer Products (“CP”) business.

Pursuant to the terms of the Composite Scheme of Arrangement, the paid-up equity share capital of BSL held by the Company got cancelled and 8,59,36,572 (Eight Crore Fifty Nine Lakh Thirty Six Thousand Five Hundred and Seventy Two only) fully paid-up equity shares of face value of '' 1/- each of BSL were allotted to the shareholders of the Company (as on the record date i.e. December 5, 2023), on a proportionate basis.

SHARE CAPITAL

During FY 2023-24, the paid-up equity share capital of the Company has increased from '' 11,44,14,487/- consisting of 11,44,14,487 fully paid up equity shares of '' 1/- each to '' 11,45,82,095/- consisting of 11,45,82,095 fully paid up equity shares of '' 1/- each, consequent to allotment of 1,67,608 equity shares of face value of '' 1/- each upon exercise of stock options under “Borosil Limited - Special Purpose Employee Stock Option Plan, 2020” and “Borosil Limited - Employee Stock Option Scheme 2020”.

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

PERFORMANCE REVIEW (STANDALONE)

During FY 2023-24, the Company achieved Revenue from Operations of '' 942.25 crore as against '' 741.58 crore in FY 2022-23, representing a growth of 27.06%.

The Profit Before Finance Cost, Depreciation and Exceptional Items for the year amounted to '' 150.52 crore, representing margin to sales of 15.97%, an increase by 4.28%. The Company''s

Operational Profit Before Tax was '' 82.21 crore in FY 2023-24 as compared to '' 51.52 crore in FY 2022-23. The Company earned Other Income of '' 17.81 crore during FY 2023-24 as compared to '' 20.04 crore in FY 2022-23 (mainly from investments, profit on sale of fixed assets and shared service support income). The Company recorded Profit Before Tax of '' 87.84 crore in FY 2023-24 as compared to '' 66.01 crore in FY2022-23.

Profit After Tax (PAT) during FY 2023-24 was '' 65.87 crore as against '' 51.88 crore in the previous year, showing a growth of 26.97%. The effective tax rate for FY 2023-24, including provisions for deferred tax was 25.01%, as compared to an effective tax rate of 21.41% during FY 2022-23.

PREFORMANCE REVIEW (CONSOLIDATED)

During FY 2023-24, the Company achieved Revenue from Operations of '' 942.25 crore as against '' 741.58 crore in FY 2022-23, representing a growth of 27.06%.

The Company earned Other Income of '' 17.81 crore during FY 2023-24 as compared to '' 20.04 crore in FY 2022-23. This was primarily from investments, profit on sale of fixed assets and shared service support income. As of 31^st March 2024, the Company has net debt of about '' 159.39 crore. In line with its treasury policy, all incremental funds are invested in high credit quality secured debt instruments, which accounts for approximately 80% of the cash surplus.

During FY 2023-24, the Return on Capital Employed (ROCE) was 11.4% (considering surplus funds of '' 92.3 crore but excluding deferred tax of '' 12.9 crore). However, the operating ROCE was 15.1% (without considering surplus funds of '' 85.4 crore, deferred tax of '' 12.9 crore and capex of ''158 crore for setting up of a new furnace for borosilicate glass, the commercial production from which commissioned in the last week of March 2024). The closing capital employed for the business was '' 601.2 crore with Earnings before Interest and Tax (EBIT) of '' 90.9 crore. The EBIT margin of the Company during FY 2023-24 was 9.6%.

The Company recorded a Profit Before Tax of '' 87.84 crore in FY 2023-24 as compared to '' 66.01 crore in FY 2022-23. Profit After Tax (PAT) during FY 2023-24 was '' 65.87 crore as against '' 51.88 crore in the previous year. The effective tax rate for FY 2023-24 was 25.01% as against 21.41% in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, forms part of this Integrated Annual Report as Annexure A.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere 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 of conditions of Corporate Governance as stipulated under the Listing Regulations, forms part of this Integrated Annual Report.

BOROSIL ESOP SCHEMES

The Company has in force the following Schemes, which are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”):

• Borosil Limited - Special Purpose Employee Stock Option Plan 2020 (“ESOP 2020”); and

• Borosil Limited - Employee Stock Option Scheme, 2020 (“NEW ESOS 2020”).

The Nomination and Remuneration Committee administers and monitors ESOP 2020 and NEW ESOS 2020. The Company has obtained a certificate from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor of the Company, confirming that the ESOP Schemes viz. ESOP 2020 and NEW ESOS 2020 have been implemented in accordance with SBEB Regulations and in accordance with the resolutions passed by the Board of Directors, who were authorized in this behalf, and the shareholders in the general meeting, respectively. This certificate will be available for inspection by the Members during the Annual General Meeting.

The details as required to be disclosed under Regulation 14 of SBEB Regulations in respect of ESOP 2020 and NEW ESOS 2020, are available on the Company''s website at www.borosil.com

SUBSIDIARY COMPANIES AND ITS PERFORMNACE

As part of implementation of the Composite Scheme of Arrangement, BSL, BTL and Goel Scientific Glass Works Limited have ceased to be subsidiaries of the Company with effect from December 2, 2023.

Acalypha Realty Limited (“ARL”), a wholly owned subsidiary of the Company, intends to venture in real estate business and is yet to commence its business operations. During the year ended March 31,2024, ARL incurred a loss of '' 0.49 lakh, as compared to a loss of '' 0.48 lakh during the previous year ended March 31, 2023. The Company does not have any associate/ Joint venture company.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the Company''s website at Material Subsidiary Policy.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of the Company for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Audited Consolidated Financial Statement together with the Auditor''s Report thereon, forms part of this Integrated Annual Report.

A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statement of the Subsidiary Company, is provided as Annexure (Form AOC-1) to the Audited Consolidated Financial Statement of the Company and therefore, not repeated in this Report to avoid duplication.

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 Company are available on the Company''s website at www.borosil.com (under general meeting compliances section).

Any member desirous of obtaining copies of the Financial Statement of the Subsidiary Company may write an e-mail to [email protected] upto the date of the ensuing AGM.

BOARD OF DIRECTORS

During the year under review, the Company faced the profound loss of Mr. Naveen Kumar Kshatriya, who ceased to be the Independent Director effective October 14, 2023, following his untimely demise. The Board members express their deep sorrow over this significant loss and convey their heartfelt appreciation and gratitude for Mr. Kshatriya''s invaluable contributions as the Independent Director throughout his tenure.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Rajesh Kumar Chaudhary (DIN: 07425111), Whole-time Director of the Company, retires by rotation and being eligible, has offered himself for re-appointment.

The Resolution seeking Member''s approval for his re-appointment along with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 14^th Annual General Meeting (the “AGM”).

Independent Directors & declaration of their Independence

The Company has 3 (three) Independent Directors, namely, Ms. Anupa Sahney, Mr. Kewal Handa and Mr. Kanwar Bir Singh Anand.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the 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 judgement and without any external influence. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV to the Act and the Company''s Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

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

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

Familiarization Programme for Independent Directors

The details of familiarisation programme for the Independent Directors are provided in the Corporate Governance section, which forms part of this Integrated Annual Report.

Board Committees

As on March 31, 2024, the Board has following Committees according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility 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 composition of the Board and its Committees, number of meetings held, attendance of Board and Committees Members at such meetings, including the terms of reference of the Committees are provided in the Corporate Governance Report, which forms part of this Integrated 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.

Number of Board Meetings

The Board of Directors of the Company met seven (7) times during the year on May 22, 2023, June 20, 2023,

August 14, 2023, November 8, 2023, November 22, 2023, January 24, 2024 and February 13, 2024.

Board Evaluation

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 Nomination and Remuneration Policy of the Company.

Structured questionnaires were circulated to for providing feedback on 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 ofjudgement, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision and mission, etc. These aspects help to assess the performance and effectiveness of Directors in fulfilling their fiduciary responsibilities and contribution to the overall governance and success of the Company.

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

KEY MANAGERIAL PERSONNEL (KMP)

As at March 31, 2024, in terms of the provisions of Section 2(51) and Section 203 of the Act, following are the KMPs of the Company:

• Mr. Shreevar Kheruka - Managing Director and CEO;

• Mr. Rajesh Kumar Chaudhary - Whole-time Director;

• Mr. Anand Sultania - Chief Financial Officer;

• Ms. Anshu Agarwal - Company Secretary REMUNERATION POLICY

The Company has in place a Policy on Director''s appointment and remuneration including Key Managerial Personnel and other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmarks.

There has been no change in the Policy during the year under review. The said Policy is available on the website of the Company at Remuneration Policy.

BOARD DIVERSITY

The Company recognises 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 competitive advantage. The Policy on the Diversity of the Board of Directors adopted by the Board sets out its approach to diversity.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

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 this Integrated Annual Report and the Policy is available on the website of the Company at Whistle Blower / Vigil Mechanism Policy.

RISK MANAGEMENT

In today''s ever evolving business landscape, where multiple uncertainties of varied complexities are at play in tandem, the Company has taken cognizance of the business risks and assures commitment to proactively manage such risks to facilitate the achievement of business objectives.

With this context in mind, the Company has developed and implemented an Enterprise Risk Management (“ERM”) Policy and framework, benchmarked with leading international risk management standards such as ISO 31000:2018 and Committee

of Sponsoring Organisation of the Treadway Commission (''COSO'') - 2017 ERM Integrated Framework. The ERM Policy and Framework outlines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance; establishes processes of risk management viz., Risk Identification, Assessment, Prioritization, Mitigation, Monitoring and Reporting; and facilitates a coordinated and integrated approach for managing Risks & Opportunities across the organization. The management teams across businesses and functions analyses risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.

In accordance with the provisions of Regulation 21 of the Listing Regulations, the Board has formed a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews on bi-annual basis along with the Senior Executives engaged in different business divisions and functions. The Committee reviews the top identified enterprise level risks and the effectiveness of the existing controls and developed mitigation plans to provide feedback and guidance on treatment and mitigation of the existing and emerging risks. The Risk Management Committee has also adopted the practice of reviewing Key Risk Indicators (KRIs) to 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has undergone substantial growth and expansion in recent years, resulting in increased operational complexities. In light of this and to strengthen the internal audit of various business processes and functions of the Company, during the year under review, the Board of Directors, based on the recommendation of the Audit Committee, appointed Mahajan & Aibara, Chartered Accountants LLP as joint internal auditor. During FY 2023-24, internal audits were conducted by both the Company''s internal audit team and Mahajan & Aibara, Chartered Accountants LLP, the joint internal auditor. The Audit Committee reviews the Internal Audit Reports on a quarterly basis.

Internal control systems of the Company are commensurate with its size and the nature of its operations. The Company''s internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit and review framework, etc. Clearly defined roles and responsibilities have been institutionalized and systems and procedures are

periodically reviewed to keep pace with the growing size and complexity of the Company''s operations. Controls were tested during the year under review and no reportable material weakness in the operations or in the design were observed. These controls are periodically reviewed to ensure that they remain updated to the change in environment.

RELATED PARTY TRANSACTIONS

During the year under review all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on arm''s length basis. Contracts/arrangements/transactions which 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.

Details of contracts/arrangements/transactions with related party which are 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 are provided in Annexure B to this Report.

The Company has formulated a policy on dealing with RPTs. The same is available on the Company''s website at RPT Policy.

The details of RPTs that were entered into during FY 2023-24 are given in the Notes forming part of the Standalone Financial Statement, which forms part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

Sr. No.	CSR Project or activity	Amount spent during FY 2023-24 ('' in lakh)
1	Inspire Institute of Sport for food & nutrition program for athletes to promote Olympic sports in India.	110.00
2	Project ''Satark'' of Indian Cancer Society for spreading community awareness on Oral and Cervical cancer, staying two steps ahead of cancer.	25.00
3	Seva Yagna Samiti for distributing milk for poor and orphan patients	6.00

Sr. No.	CSR Project or activity	Amount spent during FY 2023-24 ('' in lakh)
4	Calcutta Social Project for providing skill training & career guidance to underprivileged youth and stitching techniques & skill training in handicrafts to underprivileged women.	10.00
5	Make-A-Wish foundation for providing educational support through digital tools to children from poor underprivileged families, battling critical illnesses.	22.00
	Total	173.00

The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an Annexure C to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy is available on the Company''s website at CSR Policy.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with Section 134(3)(a) of the Act and Rules framed thereunder the Annual Return in Form MGT-7 for FY 2023-24 is available on the website of the Company at www.borosil.com (under General Meeting Compliances section).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except for the order of Hon''ble National Company Law Tribunal dated November 02, 2023 approving the Composite Scheme of Arrangement amongst the Company, Borosil Scientific Limited and Borosil Technologies Limited, during the year under review, there were no significant/material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS AND THEIR REPORT

Statutory Auditors

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/W100355) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2021 for a term of 5 (five) consecutive years from the conclusion of the 11^th Annual General Meeting till the conclusion of the 16^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statements referred to in the Auditors'' Reports are self-explanatory and do not call for any further comments. The Statutory Auditors Reports for FY 2023-24 do not contain any qualifications, reservations, adverse remarks or disclaimer.

Cost Auditors

During FY 2023-24, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made thereunder, were not applicable to the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules framed thereunder, the Board had appointed M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for FY 2023-24. The Report of the Secretarial Auditors in Form MR-3 for FY 2023-24 is attached as an Annexure D to this Report.

In terms of Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report for FY 2023-24 from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor of the Company.

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

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, has been appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit for FY 2024-25.

Reporting of Fraud

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of the disclosures given in the Annual Accounts and on further discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

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

(b) that we 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 of the Company for that period;

(c) that we 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) that we have prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Except for salary advances or loans to employees in accordance with the Company''s 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 Nos. 8 and 13 to the Standalone Financial Statements, which forms part of this Integrated Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). As per the requirements of POSH Act and Rules made thereunder, the Company has formed Internal Complaints Committee (“ICC”) for its various offices & plant to redress and resolve any complaint pertaining to sexual harassment at the workplace. During the year under review, the ICC did not receive any complaint. The Company has submitted the necessary reports to the concerned authorities confirming the same.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details as required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure E 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 Integrated Annual Report and the Audited Financial Statement 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 [email protected].

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished as Annexure - F 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.

OTHER DISCLOSURES

• There has been no change in the nature of business of the Company during the year under review, except the demerger of the Scientific and Industrial Products (SIP) business of the Company and its consolidation into Borosil Scientific Limited (formerly Klass Pack Limited), pursuant to the Composite Scheme of Arrangement approved by the Hon''ble National Company Law Tribunal, Mumbai Bench vide its Order dated November 02, 2023. The Company continues to house the Consumer Products (CP) business.

• 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 money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder.

• There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.

• No application has been made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, as amended from time to time.

• There was no instance of onetime settlement with any Bank or Financial Institution.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 2023-24 till the date of this Report.

APPRECIATIONS AND ACKNOWLEDGEMENTS

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, suppliers, distributors, communities in the neighbourhood of the Company''s operations and other stakeholders for their continuous support and the confidence they have placed in the Management.

For and on behalf of the Board of Directors

P. K. Kheruka Chairman DIN - 00016909

Date: May 24, 2024 Place: Mumbai

---

Mar 31, 2023

The Directors have immense pleasure in presenting the 13^th (Thirteenth) 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 31,2023.

FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the financial year 2022-23 is summarized below:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Revenue from Operations	95,734.81	75,041.45	1,02,712.13	83,986.16
Other Income	2,386.69	2,368.90	2,478.97	2,457.48
Profit for the year before Finance cost, Depreciation, Exceptional items and Tax	14,565.31	15,082.03	15,112.95	16,817.55
Less: Finance Cost	199.23	80.52	239.50	111.63
Less: Depreciation and Amortization Expenses	3,090.54	2,713.49	3,921.28	3,383.47
Profit before Exceptional Items and Tax	11,275.54	12,288.02	10,952.17	13,322.45
Less: Exceptional Item	(933.33)	1,121.17	(933.33)	1,121.17
Profit Before Tax	12,208.87	11,166.85	11,885.50	12,201.28
Less: Tax expenses	2,796.53	3,419.24	2,864.83	3,678.23
Profit for the year	9,412.34	7,747.61	9,020.67	8,523.05
Other Comprehensive Income	(12.18)	(18.58)	(3.40)	(9.73)
Total Comprehensive Income for the year	9,400.16	7,729.03	9,017.27	8,513.32

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

The Financial Statements as stated above are available on the Company''s website at www.borosil.com.

DIVIDEND

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

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). This has been uploaded on the Company''s website at https://www.borosil.com/site/assets/files/4188/dividend distribution policy.pdf.

RESERVES

During the year under review, no amount was transferred to any reserve.

COMPOSITE SCHEME OF ARRANGEMENT

With reference to the ongoing Composite Scheme of Arrangement (“Scheme”) in terms of which the Scientific and Industrial Products (SIP) division of Borosil Limited (“Demerged Company” or “the Company”) is proposed to be demerged into Klass Pack Limited (“Resulting Company / Transferee Company”) on a going concern basis and Borosil Technologies Limited (“Transferor Company”) will merge into Klass Pack Limited, a joint Company Scheme Application was filed by the Companies involved in the Scheme seeking necessary directions from the Hon''ble National Company Law Tribunal, Mumbai Bench (“NCLT”), with respect to convening / dispensing with the meetings of shareholders and creditors of the respective companies.

Pursuant to the directions of NCLT (a) meetings of the equity shareholders and the unsecured creditors of the Company were convened and held on February 06, 2023 and the Scheme was approved with requisite majority by the equity shareholders and the unsecured creditors of the Company; and (b) the meeting of secured creditors of the Company was dispensed with by NCLT in view of the consent affidavits provided by them. Similar consent from shareholders and creditors of the other companies involved in Scheme was obtained.

Subsequently, a joint Company Scheme Petition has been filed with NCLT for its approval to the Scheme. The said Petition vide NCLT''s Order dated April 28, 2023 has been admitted for final hearing and disposal.

SHARE CAPITAL

During the financial year 2022-23, the paid-up equity share capital of the Company has increased from '' 11,41,62,667/- consisting of 11,41,62,667 fully paid-up equity shares of '' 1/- each, to '' 11,44,14,487/- consisting of 11,44,14,487 fully paid up equity shares of '' 1/- each, consequent to allotment of 2,51,820 equity shares of face value of '' 1/- each upon exercise of stock options under the “Borosil Limited - Special Purpose Employee Stock Option Plan, 2020” and “Borosil Limited - Employee Stock Option Scheme 2020”.

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

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During the FY 2022-23, the Company achieved Revenue from Operations of '' 957.35 crore as against '' 750.41 crore in FY 2021-22, representing a growth of 27.6%.

The Profit Before Finance Cost, Depreciation and Exceptional Items for the year amounted to '' 145.65 crore, representing margin to sales of 15.2%, a reduction by 4.9%. The Company''s Operational Profit Before Tax was '' 110.48 crore in FY2022-23 as compared to '' 109.13 crore in FY2021-22. The Company earned Other Income of '' 23.87 crore during FY2022-23 as compared to '' 23.69 crore in FY2021-22 (mainly from investments and profit on sale of fixed assets). The Company recorded Profit Before Tax of '' 122.09 crore in FY2022-23 as compared to '' 111.67 crore in FY2021-22.

Profit After Tax (PAT) during FY2022-23 was '' 94.12 crore as against '' 77.48 crore in the previous year, showing a growth of 21.5%. The effective tax rate for FY2022-23, including provisions for deferred tax was 22.9%, as compared to an effective tax rate of 30.6% during FY2021-22.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During the FY2022-23, the Company achieved Revenue from Operations of '' 1027.12 crore as against '' 839.86 crore in FY2021- 22, representing a growth of 22.3%.

The Company earned Other Income of '' 24.79 crore during FY2022-23 as compared to '' 24.57 crore in FY2021-22. This was primarily from investments and profit on sale of fixed assets. As of 31^st March 2023, the Company had net cash of about '' 90.4 crore. In line with the treasury policy, all incremental funds are invested in high credit quality, secured debt instruments, which account for approximately 80% of the cash surplus.

The Company has been liquidating legacy investments in real estate and exposure to real estate funds. Currently, the overall exposure to real estate funds represents only about 10% of the total investments. The surplus cash will be utilized for the ongoing expansion projects of the Company.

During FY2022-23, the Return on Capital Employed (ROCE) was 12.1% (considering surplus funds of '' 90.4 crore but excluding goodwill and deferred tax of '' 48.8 crore).

However, the operating ROCE was 17.4% (without considering the surplus funds of '' 90.4 crore, deferred tax of '' 18.9 crore and goodwill of '' 67.7 crore created due to business combinations). The closing capital employed for the business was '' 558.2 crore, which comprises '' 324.0 crore for the Consumer business and '' 234.2 crore for the Scientific business with overall Earnings before Interest and Tax (EBIT) of '' 97.1 crore. The EBIT margin of the Company during FY2022-23 was 9.5%.

The Company recorded a Profit Before Tax of '' 118.86 crore in FY2022-23 as compared to '' 122.01 crore in FY2021-22. The Company''s Financial Results for FY2022-23 includes receipt of an insurance claim amount of '' 9.33 crore disclosed under exceptional items, as detailed in the Note No. 38 of the accompanying financial statement.

Profit After Tax (PAT) during FY2022-23 was '' 90.21 crore as against '' 85.23 crore in the previous year. The effective tax rate for FY2022-23 was 24.1% as against 30.1% in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of Listing Regulations, Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors forms part of the Annual Report.

The Board of Directors of the Company have adopted a Code of Conduct and the same has been hosted on the Company''s website at https://www.borosil.com/site/assets/files/3233/code of conduct-2.pdf . The Directors and senior management personnel have affirmed their compliance with the Code of Conduct for the financial year ended March 31, 2023.

BOROSIL ESOP SCHEMES

The Company has obtained a certificate from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial auditor of the Company, confirming that the ESOP Schemes viz. ''Borosil Limited - Special Purpose Employee Stock Option Plan 2020'' (''ESOP 2020'') and ''Borosil Limited - Employee Stock Option Scheme, 2020'' (''NEW ESOS 2020'') have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the Board of Directors, who were authorised in this behalf, and the shareholders in the general meeting, respectively. This certificate will be available for inspection by members at the ensuing Annual General Meeting.

The details as required to be disclosed under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect of ESOP 2020 and NEW ESOS 2020, are placed on the Company''s website at https://www.borosil.com/ site/assets/files/5102/esop certificate-1.pdf

SUBSIDIARY COMPANIES

Klass Pack Limited (KPL): The Company holds 82.49% shareholding of KPL, which is engaged in the manufacturing and supply of pharmaceutical vials and ampoules to the pharmaceutical industry for over 16 years and has its manufacturing facilities located in Nashik, Maharashtra. KPL is a material subsidiary of the Company in terms of Regulation 16(c) of the Listing Regulations.

Borosil Technologies Limited (BTL), a wholly owned subsidiary, is engaged in the business of manufacturing Scientific Instruments.

Acalypha Realty Limited (ARL), a wholly owned subsidiary, intends to venture into real estate business and is contemplating to develop one slum land parcel in Mumbai.

During the year under review, there has been no change in the subsidiary companies of the Company. The Company does not have any associate/ Joint venture company.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at https://www.borosil.com/site/assets/files/2651/policy for determining material subsidiaries 03 02 2020.pdf

PERFORMANCE OF SUBSIDIARY COMPANIES:Klass Pack Limited (KPL):

During FY2022-23, KPL achieved Revenue from Operations of '' 98.04 crore as against '' 106.20 crore in FY 2021-22. KPL''s Profit after tax was '' 2.06 crore in FY2022-23 as against '' 8.57 crore in FY2021-22. KPL''s financial performance was impacted mainly due to challenges like loss of sales on covid related products, the impact of the Eurasian war, increase in the costs of power & fuel and raw materials. Adequate measures are being taken to improve productivity and sales performance.

Borosil Technologies Limited (BTL):

During FY2022-23, BTL''s revenue from operations was '' 10.60 crore as against '' 13.21 crore in FY2021-22. The business of BTL is still in its nascent stage. BTL is scaling up its production facilities and is investing in building up its R&D infrastructure and other facilities, leading to heavy manpower cost, administrative cost and other fixed cost, which has resulted in loss of '' 5.90 crore as against loss of '' 0.51 crore during the previous year.

Acalypha Realty Limited (ARL):

ARL is yet to commence its business operations. During the year ended March 31, 2023, ARL incurred a loss of '' 0.48 lakhs, as compared to a loss of '' 0.52 lakhs during the previous year ended March 31,2022.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110 (Consolidated Financial Statement), the Consolidated Audited Financial Statement forms part of the Annual Report.

A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statements of the Subsidiary Companies, is provided as Annexure to the consolidated financial statement and therefore, not

repeated in this Report to avoid duplication.

The Audited Financial Statements including the Consolidated Financial Statement of the Company and the individual Standalone Financial Statement of all subsidiaries have been uploaded on the website of the Company as per Section 136 of the Act at https:// www.borosil.com/investors/borosil-limited/ (under general meeting compliances section).

A copy of separate Audited Financial Statements in respect of the subsidiaries will be provided to the shareholders of the Company, as per their request. Annual accounts of the Company and that of the subsidiaries will also be available for inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.Board Meetings

The Board of Directors of the Company met five (5) times during the year on May 09, 2022, August 08, 2022, November 11, 2022, February 03, 2023 and March 27, 2023.

Formal Annual Evaluation

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

Manner of effective evaluation

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

Evaluation of Directors, Board and its Committees

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision and mission etc. These parameters help to assess the performance and effectiveness of Directors in fulfilling their fiduciary responsibilities and contributing to the overall governance and success of the Company.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the Independent Directors to perform their role effectively.

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

Based on the defined criteria, evaluations were conducted for each Director, Committees and the Board of Directors. The observations and feedback from the directors were discussed and presented to the Chairman of the Board. The performance evaluation of Non-Independent Directors, namely, Mr. P K. Kheruka, Mr. Shreevar Kheruka and Mr. Rajesh Kumar Chaudhary and the entire Board was carried out.

The evaluation of performance of the Independent Directors, namely, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney, Mr. Kewal Kundanlal Handa and Mr. Kanwar Bir Singh Anand was also conducted.

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

BOARD OF DIRECTORS

There was no change in the composition of the Board of Directors during the year under review. 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 shareholders at the 12^th annual general meeting held on July 13, 2022, have approved the re-appointment of:

• Mr. Shreevar Kheruka as a Managing Director and CEO and Key Managerial Personnel for a further period of 5 years with effect from February 12, 2023; and

• Mr. Rajesh Kumar Chaudhary as a Whole Time Director and Key Managerial Personnel for a further period of 3 years with effect from February 12, 2023.

Independent Directors & declaration of their Independence

The Company has 4 (four) Independent Directors, namely, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney, Mr. Kewal Kundanlal Handa and Mr. Kanwar Bir Singh Anand. The Company has received declaration of independence from them in terms of Section 149 of the Act and also as per Listing Regulations.

Further, they have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs.

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

The Company has devised, inter alia, a policy on Director''s appointment and remuneration including Key Managerial Personnel and other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmarks.

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

The aforesaid policy is available on the website of the Company at https://www.borosil.com/site/assets/files/3254/policy relating to remuneration for the directors key managerial personnel and other employees-1.pdf

Familiarization Programme for Independent Directors

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

AUDIT COMMITTEE

During the year under review, the Audit Committee comprised of Ms. Anupa Rajiv Sahney (Chairperson), Mr. P. K. Kheruka, Mr. Naveen Kumar Kshatriya and Mr. Kewal Kundanlal Handa. All recommendations made by the Audit Committee were accepted by the Board.

Mr. Kanwar Bir Singh Anand has been inducted as a member of the Audit Committee, effective from May 22, 2023.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

In today''s ever evolving business landscape, where multiple uncertainties of varied complexities are at play in tandem, the Company has taken cognizance of the business risks and assures commitment to proactively manage such risks to facilitate the achievement of business objectives.

With this context in mind, the Company has developed and implemented an Enterprise Risk Management (ERM) framework, benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission (''COSO''). ERM Framework facilitates a co-ordinated and integrated approach for managing Risks & Opportunities across the organization. The management teams across businesses and functions analyse 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 Listing Regulations, the Board has formed a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews along with the Senior Executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on 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. The overall ERM program developed by the Company rests on the foundation of continuous training and development of employees on risk management to enhance the awareness of ERM framework and strengthen risk-informed decision-making culture.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the financial year which were in the ordinary course of business and made on terms equivalent to those that prevail in arm''s length transactions.

During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company''s website at https://www.borosil.com/site/assets/files/2652/related party transaction policy-1.pdf.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR committee comprises of Mr. P K. Kheruka (Chairman), Mr. Shreevar Kheruka, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney and Mr. Kewal Kundanlal Handa.

As part of its CSR initiatives during the year under review, the Company made contribution towards the following:

Sr. No.	CSR Project or activity	Amount Spent during the year ('' In lakhs)
1	Inspire Institute of Sport for providing food, meals and other such nutritional requirements to promote Olympic sports in India.	100.00
2	Project ''Satark'' of Indian Cancer Society for creating higher Oral Cancer awareness among users chewing tobacco and encouraging them to quit, thereby reducing India''s Oral Cancer burden.	25.00
3	Seva Yagna Samiti for distributing milk, food, nutritional meals as healthy diet food amongst the poor and needy patients.	6.00
4	Calcutta Social Project for providing education, shelter, imparting vocational training etc. to underprivileged children.	10.00
Total		141.00

During the year, the Company spent 2% of the average net profits of last three financial years on CSR activities.

COMPANY''S CSR POLICY

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good and demonstrates its commitment in this regard.

The CSR policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded on the Company''s website at https://www.borosil.com/site/assets/files/4585/csr policy 2021.pdf.

An Annual Report on CSR activities in terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an ‘Annexure B'' to this Report.

ANNUAL RETURN

The Annual Return for the financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Company''s website at https://www.borosil.com/investors/borosil-limited/ (under General Meeting Compliances section).

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower/ Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The details of the Policy are explained in the Corporate Governance Report, which forms part of the Annual Report and the policy is hosted on the website of the Company at https://www.borosil.com/site/assets/ files/2653/whistle blower policy nov 12 2021.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration no.101720W/ W100355) were appointed as Statutory Auditors of the Company at the 11^th Annual General Meeting held on August 26, 2021 for a term of 5 (five) consecutive years from the conclusion of 11^th Annual General Meeting till the conclusion of the 16^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS'' REPORT

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditor''s Report for the financial year 2022-23 does not contain any qualification, reservation, adverse remark or

disclaimer and no fraud was reported by the Auditors to the Audit Committee or the Board, under sub-section (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

During the financial year 2022-23, maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148 of the Act and Rules made thereunder, were not applicable to the Company.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 22, 2023 issued by M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor, is attached hereto as an ''Annexure C'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor. Hence, there is no need of any explanation from the Board of Directors. Further, the Secretarial Auditor has not reported any fraud under sub-section (12) of Section 143 of the Act.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 for the compliances in respect of all the applicable Regulations, Circulars and Guidelines issued by Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of Listing Regulations, has been obtained from M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

Particulars of loans given by the Company during the year under review are provided in Annexure - ‘D'' to this report read with Note Nos. 9 and 17 to the Standalone Financial Statement. For details of investments made by the Company during the year under review, please refer to Note Nos. 8 and 13 to the Standalone Financial Statement. The Company did not provide any guarantee/ security during the year under review.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at 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 for its various offices & plants under Section 4 of the captioned Act. No complaints have been received by these committees till date. The Company has submitted an Annual Report to the concerned Authority in this regard.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to [email protected].

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

o The Company does not have any scheme or provision of providing money for the purchase of its own shares by employees or by trustees for the benefit of employees.

o The Company has not accepted any public deposit during the year under review.

o There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and

except Employees'' Stock Options Schemes referred to in this Report.

o There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

o There was no instance of onetime settlement with any Bank or Financial Institution.

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

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

However, subsequent to the year end, Klass Pack Limited (“KPL”), a 82.49% subsidiary of the Company, has on April 27, 2023, acquired 90.17% stake (representing 32,91,330 equity shares) of Goel Scientific Glass Works Limited (“Goel Scientific”) from its majority shareholders (“Sellers”). An amount of Rs. 23 crore has been paid as an upfront consideration and such upfront consideration will be adjusted / supplemented in accordance with the terms of the Share Purchase Agreement dated March 31, 2023 executed amongst KPL, Goel Scientific and the Sellers. With this acquisition, effective April 27, 2023, Goel Scientific has become a subsidiary of KPL and in turn a step-down subsidiary of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least, the Shareholders for their unwavering support, during the year under review.

---

Mar 31, 2022

Your Directors have immense pleasure in presenting the 12^th (Twelfth) 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 31,2022.

FINANCIAL RESULTS

The Company’s financial performance (Standalone and Consolidated) for the financial year 2021-22 is summarised below:

('' In Lakhs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31,	March 31,	March 31,	March 31,
	2022	2021	2022	2021
Revenue from Operations	75,041.45	52,722.94	83,986.16	58,476.93
Other Income	2,368.90	1,638.43	2,457.48	1,684.29
Profit for the year before Finance cost, Depreciation and exceptional items	15,082.03	9,171.43	16,817.55	9,913.44
Less: Finance Cost	80.52	176.18	111.63	241.69
Less: Depreciation and Amortization Expenses	2,713.49	2,961.04	3,383.47	3,547.81
Profit before Exceptional Items	12,288.02	6,034.21	13,322.45	6,123.94
Less: Exceptional Item	1,121.17	0.00	1,121.17	0.00
Profit Before Tax	11,166.85	6,034.21	12,201.28	6,123.94
Less: Tax expenses	3,419.24	1,957.05	3,678.23	1,888.39
Profit for the year	7,747.61	4,077.16	8,523.05	4,235.55
Other Comprehensive Income	(18.58)	26.98	(9.73)	28.59
Total Comprehensive Income for the year	7,729.03	4,104.14	8,513.32	4,264.14

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 ofthe Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company’s website at www.borosil.com.

DIVIDEND

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

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). This has been uploaded on the Company’s website at https://www.borosil.com/site/assets/files/4188/dividend distribution policy.pdf

RESERVES

During the year under review, no amount was transferred to any reserve.

COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company at their meeting held on February 7, 2022, have subject to the requisite approvals and consents, approved a Composite Scheme of Arrangement (“the Scheme”) as per which Scientific and Industrial Products (SIP) Division of the Company is proposed to be demerged into Klass Pack Ltd. (“Resulting Company”) on a going concern basis and Borosil Technologies Ltd., a wholly owned subsidiary ofthe Company will get merged into Klass Pack Ltd. The appointed date ofthe Scheme is April 1, 2022.

As a part ofthe Scheme, the existing paid-up equity share capital of Klass Pack Ltd., the Resulting Company held by the Company will get cancelled and Resulting Company will issue 3 (Three) fully paid up equity share of? 1/- each (post proposed re-organisation of share capital as detailed in the Scheme) credited as fully paid up, for every 4 (Four) fully paid up equity share of '' 1/- each ofthe Company.

Klass Pack Ltd., the Resulting Company shall apply for listing of its equity shares on the Stock Exchanges.

SHARE CAPITAL

The paid-up equity share capital of the Company at the beginning of the financial year was '' 11,41,19,467/-. During the year, the Company issued 43,200 new equity shares to the employees of the Company under Borosil Limited - Special Purpose Employee Stock Option Plan, 2020. As a result, the paid-up capital ofthe Company stood increased to '' 11,41,62,667/-.

COVID-19 PANDEMIC

Covid-19 resurfaced in India over two waves during FY22. During Q1FY22 the Delta variant had a severe impact on some parts of the country. Even though lockdowns were not as stringent as during Q1FY21, the Delta variant struck with devastating force, and large number of people were hospitalised with severe symptoms, with many succumbing to this deadly virus. The company’s top management was acutely cognizant of the uncertainty faced by its employees and their families, as their breadwinner left home for work each morning. At the peak of the pandemic in April last year, Mr. Shreevar Kheruka announced some initiatives in an open house with all employees, which were that in the event of death due to Covid-19 of a person working in the company, the next of kin would continue to receive the last drawn salary for two years, and the company would fund the education of the children of such deceased persons till they appear for a Bachelors’ degree examination. This initiative was hailed across the country as a landmark and a ground-breaking initiative. Within weeks, the largest corporations across the country adopted this policy in some form or another.

During the course ofthe year, the country undertook a massive vaccination drive and by the time ofthe third wave in Q3 and Q4FY22, a large proportion ofthe population had already received the Covid-19 vaccine. While the Omicron variant seemed to spread much faster, its impact on patients was fortunately milder, partly on account of the vaccine administered.

Factories and production facilities were kept operational during FY22. However, educational institutions remained shut during the first half of the year. Offices opened partially and several organizations have now moved permanently to a hybrid model with employees coming to office by rotation and working remotely on other days.

Some segments of Borosil’s business continued to face the negative impact of Covid-19 during FY22. Educational institutions remaining closed for instance, resulted in a drop in the demand for laboratory glassware from this source. Similarly glass lunch boxes for office goers faced a slowdown in demand. Conversely, other business segments received a boost. As home cooking increased the demand for kitchen appliances and the need to carry one’s own drinking water provided a fillip to hydra steel bottles.

While Covid-19 is not fully behind us and citizens are advised to remain cautious, the anxiety levels have reduced significantly and life is reverting to normal. Offices, schools, public places and shopping malls are now open. People are visiting them without fear, partly on account of having been vaccinated.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During FY22, the Company achieved Revenue from Operations of'' 750.41 crore as against '' 527.23 crore in FY21, a growth of 42.3%. The performance recovered from the severe Covid-19 related lockdowns in FY21. Though FY22 also suffered from wave 2 and wave 3 of Covid-19, the lockdowns were not as severe as in Q1FY21.

The Profit Before Finance Cost, Depreciation and Exceptional Items during the yearstood at? 150.82 crore, representing margin to sales of 20.1%. This was an improvement from a margin by 2.7% during the previous year. The Company’s Operational Profit Before Tax was '' 109.13 crore in FY22 as compared to '' 50.96 crore in FY21. The Company earned Other Income of'' 23.69 crore during FY22 as compared to '' 16.38 crore in FY21 (mainly from investments). The Company recorded Profit Before Tax of'' 111.67 crore in FY22 as compared to '' 60.34 crore in FY21.

Profit After Tax (PAT) during FY22 was '' 77.48 crore as against'' 40.77 crore in the previous year, a growth of 90.0%. The effective tax rate for FY22, including provisions for deferred tax was 30.6%, as compared to an effective tax rate of 32.4% during FY21.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During FY22, the Company achieved Revenue from Operations of'' 839.86 crore as against '' 584.77 crore in FY21, a growth of 43.6%.

The Company earned Other Income of '' 24.57 crore during FY22 as compared to '' 16.84 crore in FY21. This was primarily from investments. As of 31^st March 2022, the Company has net cash of about '' 223.2 crore. In line with its treasury policy all incremental funds are invested in high credit quality, secured debt instruments and this comprises about 80% of the cash surplus.

The Company has been liquidating legacy investment in real estates and exposure to real estate funds. The overall real estate funds exposure now stands at about only 10% of the total investments. The surplus cash will be utilized for the ongoing expansion projects for the consumer and scientific business of the Company.

The Company has increased its focus on improving its return on capital employed (ROCE). During FY22, the ROCE was 18.3% (considering surplus funds of ? 223.2 crore and without goodwill and deferred tax of ? 49.1 crore).

However, the operating ROCE was 23.6% (without considering surplus funds of? 223.2 crore, deferred tax of? 18.6 crore and goodwill of ''67.7 crore created due to the Composite Scheme of Amalgamation and Arrangement). The closing capital employed for the business was ? 511 crore, which comprises ? 297.8 crore for the Consumer business and ? 213.2 crore for the scientific business with overall Earnings before Interest and Tax (EBIT) of? 120.6 crore. The EBIT margin ofthe Company during FY22 was 14.4%.

The Company recorded a Profit Before Tax of? 122.01 crore in FY22 as compared to ? 61.24 crore in FY21, a growth of 99.2%. The Company’s Financial Results for FY22 includes provision of? 11.21 crore towards exceptional items, detailed in the note no 38 of the accompanied financial statement.

Profit After Tax (PAT) during FY22 was ? 85.23 crore as against ? 42.36 crore in the previous year, a growth of 101.2%. The effective tax rate for FY22 was 30.1% as against 30.8% in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is forming part of this Report as Annexure - A

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of Listing Regulations, Business Responsibility Report (BRR) forms part of the Annual Report. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors forms part of the Annual Report.

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company’s website at https://www.borosil.com/investors/borosil-limited/ (under the policies section). The Directors and senior management personnel have affirmed their compliance with the Code for the year ended March 31,2022.

BOROSIL LIMITED - SPECIAL PURPOSE EMPLOYEE STOCK OPTION PLAN 2020 (‘ESOP 2020’)

The Company has obtained a certificate from M/s. Dhrumil M. Shah & Co., Secretarial auditor of the Company, confirming that ESOP 2020 has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by Board of Directors, who were authorised in this behalf. This certificate will be available for inspection by members at the ensuing Annual General Meeting.

During the year under review, ESOP 2020 was amended to align the same with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

BOROSIL LIMITED - EMPLOYEE STOCK OPTION SCHEME, 2020 (“NEW ESOS 2020”)

The Company has obtained a certificate from M/s. Dhrumil M. Shah & Co., Secretarial auditor ofthe Company, confirming that NEW ESOS 2020 has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, Securities and Exchange Board oflndia (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the shareholders of the company in the general meeting. This certificate will be available for inspection by members at the ensuing Annual General Meeting.

During the year under review, with approval of shareholders at the Annual General Meeting held on August 26, 2021, the maximum vesting period of options for future grants was revised from 3 years to 5 years and clause 6.1 ofthe NEW ESOS 2020 was amended accordingly. Apart from the above, NEW ESOS 2020 was amended to align the same with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The details as required to be disclosed under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are placed on the Company’s website for both the Schemes at https://www.borosil.com/site/assets/files/4684/ disclosure pursuant to regulation 14 of sebi share based employee benefits sweat equity regulations 2021.pdf

SUBSIDIARY COMPANIES

As on March 31,2022, the Company had three subsidiaries namely:

Klass Pack Limited (KPL) The Company holds 82.49% shareholding of KPL which is engaged in the manufacture and supply of pharmaceutical vials and ampoules to the pharmaceutical industry for over 15 years and has its manufacturing facilities at Nashik, Maharashtra. During the year under review, KPL became material subsidiary ofthe Company in terms of Regulation 16(c) of Listing Regulations.

Borosil Technologies Limited (BTL), a wholly owned subsidiary, is engaged in the business of manufacturing Scientific Instruments.

Acalypha Realty Limited (ARL), a wholly owned subsidiary, intends to venture in real estate business and is contemplating to develop one slum land parcel in Mumbai.

During the year under review, there has been no change in the subsidiary companies of the Company. The Company does not have any associate/ Joint venture company.

Borosil Afrasia FZE a Wholly Owned Subsidiary (WOS) of the Company, has filed its liquidation report dated February 17, 2020 with Jebel Ali Free Zone (JAFZA) and received the clearance letter dated January 11, 2021 from JAFZA. Necessary returns and forms have been filed with the Reserve Bank of India (RBI) and their approval is awaited.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at https://www.borosil.com/site/assets/files/2651/policy for determining material subsidiaries 03 02 2020.pdf.

PERFORMANCE OF SUBSIDIARY COMPANIES:Klass Pack Limited (KPL):

During FY22, KPL achieved Revenue from Operations of? 106.20 crore as against '' 65.19 crore in FY21, registering a growth of 62.9%. KPL’s Profit after tax was '' 8.57 crore in FY22 against'' 1.23 crore in FY21.

Borosil Technologies Limited (BTL):

During FY22, BTL’s revenue from operations was '' 13.21 crore as against'' 6.49 crore in FY21. BTL is in the initial stage of scaling up its production facilities and accordingly incurred higher overheads on account of manpower and administrative expenses which resulted in a loss of '' 0.51 crore as against loss of '' 0.46 crore during the previous year.

Acalypha Realty Limited (ARL):

ARL has not started its business operations during the year under review. During the year ended March 31,2022, ARL made a loss of '' 0.52 lakhs as compared to loss of '' 0.53 lakhs during the previous year ended March 31,2021.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110-Consolidated Financial Statement, the Consolidated Audited Financial Statement forms part of the Annual Report.

A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statements of the Subsidiary Companies, is provided as Annexure to the consolidated financial statement and therefore, not repeated in this Report to avoid duplication.

The Audited Financial Statement including the Consolidated Financial Statement of the Company and the individual Standalone Financial Statement of all subsidiaries have been uploaded on the website of the Company as per Section 136 of the Act at https://www.borosil.com/investors/borosil-limited/ (under general meeting compliances section).

A copy of separate Audited Financial Statements in respect of the subsidiaries will be provided to any shareholder of the Company who requests for it and the said annual accounts of the Company and subsidiaries will also be kept open for inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.Board Meetings

The Board of Directors of the Company met five (5) times during the year on May 27, 2021, July 14, 2021, August 13, 2021, November 12, 2021 and February 07, 2022.

Formal Annual Evaluation

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

Manner of effective evaluation:

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

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision and mission etc.

Evaluation of Board and its Committees

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

The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on such criteria, the evaluation was done for each director, Committees and the Board of Directors and the observations of the directors were discussed and presented to the Chairman of the Board. The performance evaluation of Non-Independent Directors, namely, Mr. P. K. Kheruka, Mr. Shreevar Kheruka and Mr. Rajesh Kumar Chaudhary and the entire Board was carried out.

The evaluation of performance of the Independent Directors, namely, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney, Mr. Kewal Kundanlal Handa and Mr. Kanwar Bir Singh Anand was done.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and directors including Independent Directors was found satisfactory.

BOARD OF DIRECTORS

There was no change in the composition of the Board of Directors during the year under review.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajesh Kumar Chaudhary, retires by rotation at the ensuing annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee have recommended his re-appointment to the Shareholders for their approval.

The Board of Directors have, subject to the approval of the Shareholders, approved the re-appointment of:

• Mr. Shreevar Kheruka as a Managing Director and CEO and Key Managerial Personnel for a further period of 5 years with effectfrom February 12, 2023; and

• Mr. Rajesh Kumar Chaudhary as a Whole Time Director and Key Managerial Personnel for a further period of 3 years with effectfrom February 12, 2023.

Independent Directors

The Company has 4 (four) Independent Directors, namely, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney, Mr. Kewal Kundanlal Handa and Mr. Kanwar Bir Singh Anand.

Declaration by Independent Directors

The Company has received declaration of independence in terms of Section 149 (6) and (7) of the Act and also as per Listing Regulations from the above-mentioned Independent Directors.

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

The Company has devised, inter alia, a policy on Director’s appointment and Remuneration including Key Managerial Personnel and other employees. This policy sets out 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 benchmark.

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

The aforesaid policy is available on the website of the Company at https://www.borosil.com/site/assets/files/3254/policy relating to remuneration for the directors key managerial personnel and other employees-1.pdf

Familiarization Programme for Independent Directors

A familiarization programme giving updates on business of Consumer Division and Scientific and Industrial Products Division, was presented to Independent Directors on March 14, 2022. Further a visit to Nashik Plant of Klass Pack Ltd., a subsidiary of the Company was also organised. The details of familiarization programme imparted to Independent Directors during the financial year 2021-22 is available on Company’s website at https://www.borosil.com/site/assets/files/4619/familiarization programme for independent directors fy 2021-22.pdf

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Manoj Dere, resigned as the Company Secretary of the Company and Ms. Anshu Agarwal has been appointed in his place, as a Company Secretary, with effect from November 12, 2021.

AUDIT COMMITTEE

The Audit Committee comprises Ms. Anupa Rajiv Sahney (Chairperson), Mr P. K. Kheruka, Mr. Naveen Kumar Kshatriya and Mr. Kewal Kundanlal Handa. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

Risk taking is an integral part of the business. The Company is committed to proactively identify and manage business risks to facilitate achievement of business objectives.

With this context in mind, the Company has developed and implemented Enterprise Risk Management (ERM) framework, benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission (‘COSO’). ERM Framework facilitates a co-ordinated and integrated approach for managing Risks & Opportunities across the organization.

The management teams across businesses and functions analyse 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 Listing Regulations, the Board has formed a Risk Management Committee. The Risk Management Committee conducts integrated risk and performance reviews along with the Senior Executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks.

The overall ERM program developed by the Company rests on the foundation of continuous training and development of employees on risk management to enhance the awareness of ERM framework and strengthen risk-informed decision-making culture.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the financial year which were in the ordinary course of business and made on terms equivalent to those that prevail in arm’s length transactions.

During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company’s website at https://www.borosil.com/site/assets/files/2652/related party transaction policy-1.pdf.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiatives, during the year under review, the Company made contribution towards the following:

Sr. No.	CSR Project or activity	Amount Spent during the year ('' In lakhs)
1	Influencer Project - A Women Empowerment Initiative by EdelGive Foundation in 10 states and its 77 districts	25
2	Inspire Institute of Sport, a training centre for supporting Indian athletes for participating in international competitions like Olympic.	50
3	Seva Yagna Samiti - purchase and distribution of milk amongst the poor and needy patients as a healthy diet food.	6
4	Project ‘Spark’ of Indian Cancer Society for creating higher Oral Cancer awareness among users chewing tobacco and encouraging them to quit, thereby reducing India’s Oral Cancer burden	25
Total		106

During the year, the Company spent around 2.24% ofthe average net profits of last three financial years on CSR activities.

CSR committee comprises Mr. P. K. Kheruka (Chairman), Mr. Shreevar Kheruka, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney and Mr. Kewal Kundanlal Handa.

COMPANY’S CSR POLICY

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard.

The CSR policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded on the Company’s website at https://www.borosil.com/site/assets/files/4585/csr policy 2021.pdf

An Annual Report on CSR activities in terms of Section 134(3)(o) of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an ‘Annexure B’ to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, draft annual return in Form MGT-7 is placed on the website of the Company at https://www.borosil.com/investors/borosil-limited/ (under General Meeting Compliances section)

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower/ Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The details of the Policy is explained in the Corporate Governance Report, which forms part of this Annual Report and also hosted on the website of the Company at https://www.borosil.com/site/assets/files/2653/ whistle blower policy nov 12 2021.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration no.101720W/ W100355) were appointed as Statutory Auditors of the Company at the annual general meeting held on August 26, 2021 for a term of 5 (five) consecutive years from the conclusion of 11^th Annual General Meeting till the conclusion ofthe 16^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Statutory Auditor’s Report for the financial year 2021-22 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, under sub-section (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

Under Section 148 of the Act, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Company’s products are covered are not included in the said Table. Hence during the year under review, maintenance of cost records and cost audit provisions were not applicable to the Company.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 9, 2022 issued by Mr. Dhrumil M. Shah, Secretarial Auditor, is attached hereto as an ‘Annexure C’ to this Report. The Secretarial Audit Report does not contain any qualification, reservations, adverse remark or disclaimer by the Secretarial Auditor. Hence, there is no need of any explanation from the Board of Directors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2021-22 for all applicable compliances as per Securities and Exchange Board of India and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, has been taken from Mr. Dhrumil M. Shah, Secretarial Auditorofthe Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis of the disclosures given in the Annual Accounts and on further discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

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

(b) that we 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 ofthe Company for that period;

(c) that we 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) that we have prepared the annual accounts on a going concern basis;

(e) that we have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are

adequate and are operating effectively; and

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control Systems commensurate with its size and nature of business. The internal control systems are designed to ensure that the financial statements are prepared based on reliable information. Internal Audits are continuously conducted by an in-house Internal Audit department of the Company and Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

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

Particulars of loans given and investments made are provided in Annexure - ‘D’ to this report read with note 8, 9, 13 and 17 to the Standalone Financial Statement. The Company has not given any guarantee/ security during the year under review.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at 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 an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been received by these committees till date. The Company has filed an Annual Report with the concerned Authority in the matter.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to [email protected]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to 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 furnished in ‘Annexure - F’ to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

o The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

o The Company has not accepted any public deposit during the year under review.

o There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and

except Employees’ Stock Options Schemes referred to in this Report.

o There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

o There was no instance of onetime settlement with any Bank or Financial Institution.

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

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

P. K. Kheruka Chairman DIN: 00016909

Place : Mumbai Date : May 9, 2022