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)

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 bl.secretarial@borosil.com 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:

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 bl.secretarial@borosil.com.

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