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 bl.secretarial@borosil.com 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:

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
bl.secretarial@borosil.com.

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