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 atDividend 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

During FY 2025-26, the paid-up equity share capital of the
Company has increased from '11,95,22,990/- consisting
of 11,95,22,990 fully paid-up equity shares of '1/- each to
'11,95,82,129/- consisting of 11,95,82,129 fully paid-up
equity shares of '1/- each on account of allotment of 59,139
equity shares of face value of '1/- each upon exercise of
stock options under “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 2025-26, the Company achieved Revenue from
Operations of '1,197.78 crores as against '1,107.77 crores
in FY 2024-25, representing a growth of 8.1%. This includes
other operating income of '26.69 crores during FY 2025-26
as against '19.19 crores in FY 2024-25.

The Profit Before Finance Cost, Depreciation
and Exceptional Items for the year amounted to
'199.25 crores, representing margin of 16.6%, an increase
by 1.1%. The Company's Operational Profit Before Tax was
'83.43 crores in FY 2025-26 as compared to
'83.87 crores in FY 2024-25. The Company earned Other
Income of '30.29 crores during FY 2025-26 as compared
to '27.02 crores in FY 2024-25. The other income during
FY 2024-25 was primarily on account of income from
investments, Royalty Income and reversal of provision
for stamp duty. The Company recorded Profit Before
Tax of '101.86 crores in FY 2025-26 as compared to
'103.25 crores in FY 2024-25.

Profit After Tax (PAT) during FY 2025-26 was
'75.58 crores as against '74.24 crores in the previous
year, showing a growth of 1.8%. The effective tax rate for
FY 2025-26, including provisions for deferred tax was
25.79%, as compared to an effective tax rate of 28.10%
during FY 2024-25. The higher effective tax rate during
the previous year 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 2025-26, the Company achieved Revenue from
Operations of '1195.92 crores as against '1107.77 crores
in FY 2024-25, representing a growth of 8.0%. This includes
other operating income of '24.84 crores during FY 2025-26
as against '19.19 crores in FY 2024-25.

The Profit Before Finance Cost, Depreciation and
Exceptional Items for the year amounted to '198.36 crores,
representing margin of 16.59%, an increase by 0.7%.

The Company's Operational Profit Before Tax was
'83.34 crores in FY 2025-26 as compared to '83.86 crores
in FY 2024-25.

The Company earned Other Income of '29.63 crores during
FY 2025-26 as compared to '27.02 crores in FY 2024-25.
The other income during FY 2025-26 was primarily on
account of income from investments, royalty income and
reversal of provision for stamp duty.

The Company recorded a Profit Before Tax of
'100.94 crores in FY 2025-26 as compared to '103.25
crores in FY 2024-25. Profit After Tax (PAT) during
FY 2025-26 was '74.66 crores as against

'74.23 crores in the previous year. The effective tax rate for
FY 2025-26 was 26.03% as against 28.10% in the previous
year. The higher effective tax rate during the previous year
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, 2026, the Company has net debt of
'49.75 crores as against '26.55 crores as of March 31,
2025. In line with its treasury policy, all incremental funds
are invested in high credit quality secured debt instruments.

During FY 2025-26, the Return on Capital Employed
(ROCE) was 10.69%. However, the operating ROCE was
10.68% (excluding surplus funds of '83.46 crores, deferred
tax of '19.55 crores and capital work in progress of
'117.72 crores). The closing capital employed for the
business was '841.70 crores with Earnings before Interest
and Tax (EBIT) of '89.88 crores. The EBIT margin of the
Company during FY 2025-26 was 7.52%.

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 SCHEME

The Company has in force “Borosil Limited - Employee
Stock Option Scheme, 2020” (“NEW ESOS 2020”), which
is in line with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SBEB Regulations”).

The Borosil Limited - Special Purpose Employee Stock
Option Plan, 2020 (“ESOP 2020”) was implemented
pursuant to the provisions of the Composite Scheme of
Amalgamation and Arrangement sanctioned by the Hon'ble
National Company Law Tribunal, Mumbai Bench, vide its
order dated January 15, 2020.

As on the date of this Report, there are no outstanding
options under ESOP 2020. All the options granted under
ESOP 2020 have either been vested and exercised or
have lapsed in accordance with the terms of ESOP 2020.
Accordingly, having fulfilled its intended purpose, ESOP
2020 has ceased to be in force.

Based on the recommendation of the Nomination and
Remuneration Committee and subject to the approval of the
shareholders of the Company and other regulatory/statutory
approvals as may be necessary, the Board of Directors at
its meeting held on May 19, 2026, considered and approved
the following modification/amendment to NEW ESOS 2020,
in accordance with the provisions of the SBEB Regulations
and the Companies Act, 2013:

a. the amendment in NEW ESOS 2020 with respect to
exercise price as detailed in the explanatory statement
forming part of the Notice of the ensuing 16^th AGM of
the Company, to align it with the best industry practices,
to make it more motivating for the employees and to
bring in more efficiency; and

b. enable the trust route for carrying out administration
activities under NEW ESOS 2020, through an
irrevocable employee welfare trust to be set up by the
Company.

The resolutions seeking shareholders' approval in respect
of the above matters, along with the Explanatory Statement
thereto, form part of the Notice of the ensuing 16^th Annual
General Meeting of the Company.

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 Scheme, viz. NEW ESOS 2020 has been
implemented in accordance with the 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
the SBEB Regulations in respect of NEW ESOS 2020 are
available on the Company's website at www.borosil.com.

SUBSIDIARY COMPANIES AND THEIR
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 31,2026, ARL incurred a loss
of '0.50 lakh, as compared to a loss of '0.46 lakh during the
previous year ended March 31, 2025.

Stylenest India Limited (“SIL”), a wholly owned subsidiary
of the Company, was incorporated on April 08, 2025. SIL
is engaged, inter alia, in the business of manufacturing,
marketing, and distributing household and kitchenware
products and related items. SIL has established a
manufacturing facility at Jaipur, Rajasthan, comprising three
double-wall production lines for vacuum-insulated stainless-
steel flasks, bottles, and containers. The commercial
production from this facility is scheduled to commence during
FY 2026-27. The affairs of SIL are progressing satisfactorily.
During the year ended March 31, 2026, SIL incurred a loss
of '8.56 lakhs.

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 atMaterial Subsidiary Policy.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of the Company for
FY 2025-26 is 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
Companies is provided as an 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 Companies, are
available on the Company's website atAudited Financial
Statementsand Annual Report.

Any member desirous of obtaining copies of the Financial
Statement of the Subsidiary Companies may write an e-mail
to bl.secretarial@borosil.com.

BOARD OF DIRECTORS / LEADERSHIP REALIGNMENT

Based on the recommendations of the Nomination and
Remuneration Committee, the Board of Directors of the
Company, at its meeting held on May 19, 2026, approved
certain changes in the leadership structure of the Company
with effect from May 20, 2026, with a view to strengthening
the Company's operational leadership and driving its next
phase of growth and transformation.

In this regard, the Board approved the appointment of
Mr. Rituraj Sharma, who was serving as President & Senior
Management Personnel (“SMP”) of the Company, as the
Chief Executive Officer (Key Managerial Personnel) of the
Company. In his new role, Mr. Rituraj Sharma will lead the

overall business and operational affairs of the Company,
including oversight of its manufacturing operations and
various plants.

Mr. Rituraj Sharma has been associated with the Company
for over 20 years and has extensive experience across
business operations, sales, distribution, marketing and
strategic management. Mr. Rituraj Sharma has been a
key architect in shaping the high-growth trajectory of the
Company's consumer business and has played a significant
role in strengthening the Company's market presence
and brand salience. Over the years, he has led several
strategic initiatives, including new category introductions,
sales transformation, distribution expansion, technology
adoption, and analytics-led business management.
This has helped build a sharper, faster, and more agile
organization. Mr. Sharma is a management graduate
from the University of Bombay and has also completed a
Senior Management Program from the Indian Institute of
Management, Ahmedabad.

Consequent to the aforesaid appointment, the Board also
approved the re-designation of Mr. Shreevar Kheruka
from Managing Director & Chief Executive Officer to
Managing Director of the Company. There is no change
in the overall terms and conditions of appointment of
Mr. Shreevar Kheruka, except to the extent of the change
in designation.

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

Independent Directors & declaration of their
Independence

As at March 31,2026, 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 have confirmed that they meet
the criteria of independence prescribed under Section
149(6) of the Act and Regulation 16(1 )(b) of the Listing
Regulations. In the opinion of the Board, they satisfy the
conditions specified under the Listing Regulations and
are independent of the management. Further, in terms of
Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any

circumstances or situations that exist or may reasonably
be anticipated to impair or affect their ability to discharge
their duties with objective and independent judgment,
free from 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
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 program for the Independent
Directors are provided in the Corporate Governance
section, which forms part of this Annual Report.

Board Committees

As on March 31, 2026, the Board has the following statutory
Committees according to their respective roles and defined
scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility 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.

Number of Board Meetings

The Board of Directors of the Company met seven (7) times
during the year on April 02, 2025, May 19, 2025, August 14,
2025, November 07, 2025, December 24, 2025, February
05, 2026 and March 10, 2026.

Board Evaluation

Pursuant to the provisions of Sections 134 and 178 of the
Act, read with Regulation 17(10) of the Listing Regulations
and in accordance with the Nomination and Remuneration
Policy of the Company, the Company has put in place a
structured framework for the annual performance evaluation
of the Board, its Committees and individual Directors.

The evaluation process was carried out through structured
questionnaires designed to seek feedback on the
functioning and effectiveness of the Board, its Committees
and individual Directors. The feedback received from the
Directors was duly collated, analysed and discussed, and
the key observations were presented to the Chairman of
the Board.

The evaluation of individual Directors was based on, inter
alia, parameters such as attendance and participation,
contribution to deliberations, commitment, understanding
of the business, effective utilization of knowledge and
expertise, integrity, maintenance of confidentiality,
independence of judgement, adherence to the Code of
Conduct, and alignment with the Company's values, vision
and mission.

The evaluation of the Board, as a whole, covered aspects
including the effectiveness of corporate governance
practices, clarity of roles of the Chairman, Executive
and Non-Executive Directors, appropriate mix of skills,
experience and diversity, quality of discussions on critical
issues, oversight of strategy implementation, financial
reporting processes, internal controls and audit functions,
ethical standards, compliance framework, and succession
planning for the Board and senior management.

The performance evaluation of the Committees of the Board
was based on criteria such as their composition, frequency
and conduct of meetings, effectiveness in discharging

their roles and responsibilities, level of independence,
quality of recommendations to the Board, and adequacy of
information and clarifications sought from management and
auditors.

Based on the outcome of the evaluation, the Board noted
with satisfaction that its overall performance, as well as
that of its Committees and individual Directors, including
Independent Directors, was effective and satisfactory.

KEY MANAGERIAL PERSONNEL (KMP)

As at March 31, 2026, 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 & CEO*;

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

• Mr. Anand Sultania - Chief Financial Officer; and

• Mr. Bhaunik Shah - Interim Company Secretary and
Compliance Officer#.

*Mr. Shreevar Kheruka has been redesignated from
Managing Director & CEO to Managing Director of the
Company with effect from May 20, 2026.

During the year under review, pursuant to his resignation,
Mr. Suresh Savaliya ceased to hold the position of Company
Secretary and Compliance Officer (Key Managerial
Personnel and Senior Management Personnel) of the
Company with effect from the close of business hours on
September 30, 2025.

#Subsequently, based on the recommendation of the
Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Bhaunik Shah as the Company
Secretary and Compliance Officer in an interim capacity,
designated as “Interim Company Secretary” (Key
Managerial Personnel and Senior Management Personnel),
with effect from December 24, 2025.

#Thereafter, upon further recommendation of the Nomination
and Remuneration Committee, the Board approved the
appointment of Mr. Bhaunik Shah as the Company Secretary
and Compliance Officer (Key Managerial Personnel and
Senior Management Personnel) of the Company, with effect
from May 19, 2026.

Mr. Rituraj Sharma, who was serving as President &
Senior Management Personnel of the Company, has been
appointed as the Chief Executive Officer (Key Managerial
Personnel) of the Company with effect from May 20, 2026.

REMUNERATION POLICY

The Company has in place a Nomination and Remuneration
Policy governing the appointment and remuneration of
Directors, including Key Managerial Personnel and other
employees. The Policy sets out the guiding principles for the
Nomination and Remuneration Committee for identifying
and recommending individuals who are qualified to become
Directors, as well as for assessing the independence of
Directors at the time of their appointment.

The Policy further provides that remuneration is aligned
with individual performance, overall organizational
performance and prevailing industry benchmarks, with a
view to attracting, retaining and motivating talent.

The salient features of the said policy are set out in the
Corporate Governance Report, which forms part of this
Annual Report.

The said policy is available on the website of the Company
atRemuneration Policy.

BOARD DIVERSITY

The Company recognises and embraces the importance
of a diverse Board in driving its success and long-term
sustainability. It believes that a truly diverse Board enables
a broader range of perspectives, insights and experiences,
including differences in thought, knowledge, skills, industry
and regional experience, cultural and geographical
background, age and gender, thereby strengthening
decision-making and enhancing the Company's competitive
advantage.

The Board has adopted a Policy on Diversity of the Board
of Directors, which sets out the framework and approach
for promoting and maintaining diversity at the Board level.

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 and independent Vigil
Mechanism, facilitated through an external service provider,
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 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 including cyber security risk 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.

COMPLIANCE MANAGEMENT

The Company has established a compliance mechanism to
monitor and ensure compliance with applicable laws, rules,
regulations and guidelines, commensurate with the size and
nature of its operations. During FY 2025-26, compliance
certificates received from the respective departments
and/or generated through the compliance management
tool maintained by the Company were periodically placed
before and taken on record by the Board of Directors at its
meetings. The Board is of the opinion that the Company has
adequate and effective systems and processes to monitor
and ensure compliance with applicable legal and regulatory
requirements, and that such systems and processes were
operating effectively during the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

Roles and responsibilities across functions are clearly
articulated and institutionalized. The Company undertakes
periodic reviews of its systems and processes to ensure
they remain aligned with the evolving scale and complexity
of its operations and the changing business environment.

During the year under review, the effectiveness of internal
controls, including both their design and operating
effectiveness, was evaluated. No material weaknesses or
significant deficiencies were identified.

During FY 2025-26, internal audit activities were carried
out by the Company's in-house internal audit team as well
as by Mahajan & Aibara, Chartered Accountants LLP, the

joint internal auditors. The Audit Committee reviews internal
audit findings and monitors corrective actions on a quarterly
basis.

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

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 Transactions.

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 during
FY 2025-26 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 reaffirmed its commitment
to sustainable development through the implementation of
a comprehensive Corporate Social Responsibility (“CSR”)
strategy. Its initiatives focus on supporting nutritional

requirements, including provision of food and meals to
promote Olympic sports in India; advancing education
through curriculum enrichment, infrastructure development,
teacher welfare and professional development, and
enhancement of extracurricular opportunities; promoting
access to education; distributing milk, food, and nutritious
meals to poor and orphan patients; and providing education
and shelter to underprivileged children, along with vocational
training, skill development, community engagement, and
talent nurturing, environmental sustainability initiatives,
including tree plantation drives, as well as infrastructure
development through the construction of a girls' public
library.

Through these focused interventions, the Company seeks
to create a meaningful and lasting impact on society,
enhancing quality of life while generating shared value for
both the communities it serves 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 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 atCSR 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 2025-26 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.

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 ensuing
16^th Annual General Meeting of the Company.

M/s. Chaturvedi & Shah LLP has confirmed that they are
eligible for re-appointment for a second term of five (5)
consecutive years in accordance with the provisions of
the Act. The Audit Committee and the Board of Directors,
at their respective meetings held on May 19, 2026, have
recommended the re-appointment of M/s. Chaturvedi &
Shah LLP for a second term of five (5) consecutive years,
subject to the approval of the Members. A resolution
seeking approval of the Members for the re-appointment of
M/s. Chaturvedi & Shah LLP, for a second term of five (5)
consecutive years, has been incorporated in the Notice of
the ensuing 16^th Annual General Meeting 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 2025-26 do not contain any qualifications, reservations,
adverse remarks or disclaimer.

Cost Auditors

During FY 2025-26, 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
Rules made thereunder and Regulation 24A of the Listing
Regulations, and pursuant to the recommendations
of the Audit Committee and Board of Directors at their
respective meetings held on May 19, 2025, M/s. Dhrumil
M. Shah & Co. LLP, Practicing Company Secretaries,
(Firm Registration Number: L2023MH013400), were
appointed as Secretarial Auditors of the Company at
the Annual General Meeting held on July 29, 2025, for a
term of 5 (five) consecutive years from the conclusion of
the 15^th Annual General Meeting till the conclusion of the
20^th Annual General Meeting of the Company. The Report
of the Secretarial Auditors in Form MR-3 for FY 2025-26 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 2025-26 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.

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 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

During the year under review, in compliance with the

relevant provisions of the Act, the Company granted an
inter-corporate deposit to SIL, its wholly owned subsidiary,
and also provided a corporate guarantee on behalf of SIL
in respect of financial assistance availed by it from a bank.
For details of loans given by the Company during the year
under review, please refer to Note No. 9 to the Standalone
Financial Statement, which forms part of this Annual Report.
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 maintains a zero-tolerance approach towards
sexual harassment in the workplace and has implemented
an Anti-Sexual Harassment Policy in compliance with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH
Act”). The Policy is available on the Company's website at
Policy for Prevention of Sexual Harassment at Workplace.

In accordance with the requirements of the POSH Act and
the rules framed thereunder, the Company has constituted
Internal Complaints Committees (ICCs) to address and
resolve complaints relating to sexual harassment at
the workplace. A summary of complaints received and
addressed during FY 2025-26 is provided below:

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY
BENEFIT

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

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details

as required pursuant to the provisions of Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are 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
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 Rule 8(3) of the Companies (Accounts) Rules, 2014,
are furnished as Annexure E 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 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.

• During the year under review, the Company did not
have any scheme or provision for the purchase of
its own shares by employees or by trustees for the

benefit of employees. The Company now proposes
to introduce such a scheme and, accordingly, the
resolutions seeking shareholders' approval in this
regard, together with the relevant Explanatory
Statement, form part of the Notice of the ensuing
16^th Annual General Meeting of the Company.

• 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
Option Scheme 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
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 the
close of FY 2025-26, 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.

For and on behalf of the Board of DirectorsP. K. KherukaDate: May 19, 2026 ChairmanPlace: Kollengode (Kerala) DIN : 00016909