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CARYSIL LTD.

18 September 2026 | 12:00

Industry >> Ceramics/Tiles/Sanitaryware

Select Another Company

ISIN No INE482D01024 BSE Code / NSE Code 524091 / CARYSIL Book Value (Rs.) 225.18 Face Value 2.00
Bookclosure 15/09/2026 52Week High 1281 EPS 34.52 P/E 32.77
Market Cap. 3217.71 Cr. 52Week Low 732 P/BV / Div Yield (%) 5.02 / 0.27 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors of your Company ("Board") are pleased to present the 39th
Annual Report together with the Annual Audited Standalone and Consolidated Financial
Statements on the business and operations of the Company for the financial year
ended March 31,2026.

FINANCIAL RESULTS

The summary of Standalone and Consolidated financial performance for the year under
review as compared to the previous financial year are given below:

Particulars

Consolidated

Standalone

March
31,2026

March
31,2025

March
31,2026

March
31,2025

Net Sales / Income from Operations

923.95

815.57

504.62

420.31

Other Income

13.12

9.83

17.25

13.21

Total Expenses

(806.04)

(737.55)

(435.66)

(384.37)

Profit from Operations Before
Exceptional Item and Taxes

131.03

87.85

86.21

49.15

Share of loss of associates and joint
ventures

-

-

-

-

Exceptional Item

(113)

-

(104)

-

Profit Before Tax

129.90

87.85

85.17

49.15

Tax Expense (including deferred taxes)

(30.93)

(23.53)

(21.49)

(12.26)

Profit After Tax

98.97

64.32

63.68

36.89

Other Comprehensive Income/(Loss)

(10.79)

(3.92)

0.57

(0.16)

Total Comprehensive Income

88.18

60.40

64.25

36.73

Earnings Per Share (?)

Basic

Diluted

34.52

34.52

22.76

22.41

22.39

22.39

13.17

12.97

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS

On a consolidated basis, the Company has recorded a revenue from operations of
' 923.95 Crore, an increase of 13.29% as compared to the previous year of ' 815.57
Crore. The net profit after tax stood at ' 98.97 Crore in 2025-26 as compared to ' 64.32
Crore in the previous year. The Earnings Per Share increased to ' 34.52 as compared to
' 22.76 in the previous year.

On a standalone basis, the Company has recorded a revenue from operations of
' 504.62 Crore, an increase of 20.06% as compared to the previous year of ' 420.31
Crore. The net profit after tax stood at ' 63.68 Crore in 2025-26 as compared to ' 36.89
Crore in the previous year. The Earnings Per Share increased to ' 22.39 per share as
compared to ' 13.17 in the previous year.

There has been no change in the nature of business of the Company during the financial year
under review, in accordance with Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014.

DIVIDEND AND RESERVES

Considering the consistent financial performance of your Company and promising
future prospects, while retaining capital to fund future growth and capital expenditure
requirements, and to support future growth, your Directors are pleased to recommend
for approval of Members a final dividend of ' 3 (Rupees Three Only) per equity share of
face value of ' 2/- each, i.e. 150%, for the financial year ended March 31,2026.

The Board has recommended the final dividend based on the parameters laid down in
the Dividend Distribution Policy and the dividend will be paid out of the profits of the
year.

The said dividend, if approved by the Shareholders at the ensuing Annual General
Meeting ("AGM"), will be paid to those Members whose names appear on the Register
of Members (including Beneficial Owners) of the Company as at the end of Tuesday,
September 15, 2026. The said dividend, if approved by the Shareholders, would involve
cash outflow of ' 8.53 Crore (approx.).

The Company proposes to transfer a sum of ' 15 Crore to the General Reserves.

In view of the applicable provisions of the Income Tax Act, 1961, the dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. Your
Company shall accordingly make the payment of the final dividend after deduction of
tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Directors of
the Company had formulated a Dividend Distribution Policy. The said policy is available
on the website of the Company at
Dividend Distribution Policy.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any
deposits from the public and members within the meaning of Section 73 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014.

CHANGES IN SHARE CAPITAL

As on March 31,2026, the Issued and Paid-up Share Capital of the Company stood at
' 5,68,85,212/- divided into 2,84,42,606 fully paid up equity shares of face value of ' 2/-
per share. The following allotments took place during the year under review:

Employee Stock Option Plan

During the year under review, the Allotment Committee of the Board had issued and
allotted 27000 Equity Shares of
' 2/- each fully paid to its employees against exercise
of equal number of stock options pursuant to Acrysil Limited - Employees Stock Option
Plan 2021. The said Scheme has been posted on the website of the Company at
www.
carysil.com

As required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021
(“SBEB Regulation"), a disclosure is given as Annexure I to this Report. The same
is posted on the website of the Company at
www.carysil.com

MATERIAL CHANGES AND COMMITMENTS

Subsequent to the end of the financial year and up to the date of this Report, Carysil
Brassware Limited (a step-down wholly owned subsidiary of the Company in the United
Kingdom) and Carysil Ceramictech Limited (a wholly owned subsidiary of the Company
in India) were struck off from the respective registers of companies in June 2026,
pursuant to the voluntary strike-off process undertaken by the said companies. Save as
stated above, there have been no material changes and commitment affecting financial
position of the Company which have occurred between the end of the financial year, to
which the financial statement relates, and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year, as stipulated under the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('SEBI Listing
Regulations') is presented in a separate section, forming part of the Annual Report.

CREDIT RATING

The ratings given by ICRA, a Credit Rating Agency on the Long-Term bank facility(ies)
of the Company is ICRA A (Stable) and Short-Term bank facility(ies) of the Company is
ICRA A2 . There was no revision in the said ratings during the year under review.

SUBSIDIARIES

As on March 31, 2026, the Company has Fifteen (15) subsidiaries, including five (5)
overseas subsidiaries, Six (6) step down overseas subsidiary and four (4) Indian
Subsidiaries.

In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI Listing
Regulations, the Consolidated Financial Statements of the Company have been
prepared and are forming part of this Annual Report. A statement containing salient
features of the Financial Statements of subsidiary, joint ventures and associate
companies are stated in the prescribed Form AOC-1 which is attached at the end of the
Financials which forms part of the Annual Report. The statement also provides details
of the performance and the financial position of each of the subsidiaries, joint ventures
and associates. The consolidated financial statements presented in this Annual Report
include financial performance and financial position of the subsidiaries.

The policy for determining material subsidiaries of the Company is available on the
Company's website at
Determine Material Subsidiary

Performance Highlights

The Company has Seven (7) operating subsidiary companies including step down
subsidiaries.

The performance highlights of subsidiaries and their contribution to the overall
performance of the Company during the financial year ended March 31, 2026 are as
under:

Subsidiary

Performance during
2025-26 (' in Crore)

Contribution to
overall performance
of the Company (%)

Turnover

Profit/(loss)
After Tax

Turnover

Profit
After Tax

Overseas Subsidiaries

Carysil UK Limited
(Consolidated)

280.71

30.90

30.38

31.22

Carysil GmbH, Germany

4.49

0.07

0.49

0.07

Carysil USA Inc (Consolidated)

87.02

0.08

9.42

0.08

Carysil FZ LLC

24.21

1.57

2.62

1.59

Carysil Ankastre Sistemleri
Ticaret Limited $irketi*

-

0.57

-

0.58

Subsidiary

Performance during
2025-26 (' in Crore)

Contribution to
overall performance
of the Company (%)

Turnover

Profit/(loss)
After Tax

Turnover

Profit
After Tax

Indian Subsidiaries

Carysilnox Limited (Formerly
known as Carysil Steel Limited)

80.06

5.23

8.66

5.28

Carysil Online Limited

4.07

(0.11)

0.44

(0.11)

Carysil Ceramictech Limited*

-

(0.01)

-

(0.01)

Sternhagen Bath Private
Limited.

-

(0.02)

-

(0.02)

* The Company was struck off on June 01,2026.

** Carysil Ankastre Sistemleri Ticaret Limited $irketi ('Carysil Turkey'), a wholly owned subsidiary in
Turkey, was deregistered with effect from March 04, 2026. Liquidation is ongoing and repatriation
of funds to the Company is yet to be completed.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES

During the year under review, no new subsidiary, joint venture or associate company
was incorporated, acquired, or became a subsidiary, joint venture or associate company
of the Company, except the following:

Setu Capital Limited was acquired by Carysil Products Limited, a step-down subsidiary
of the Company (held through Carysil UK Limited, a Wholly Owned Subsidiary of the
Company), on March 20, 2026. Consequently, Setu Capital Limited has become a step-
down subsidiary of the Company with effect from that date.

Further, during the year under review, Carysil Ankastre Sistemleri Ticaret Limited $irketi
("Carysil Turkey"), a wholly owned subsidiary of the Company incorporated in Turkey,
was deregistered from the Republic of Turkey Istanbul Trade Registry with effect from

March 04, 2026, and consequently ceased to be a subsidiary of the Company with
effect from that date. Save as stated above, no existing subsidiary, joint venture or
associate company ceased to be a subsidiary, joint venture or associate company of
the Company during the year under review.

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL
Composition

Your Company's Board is duly constituted and is in compliance with the requirements
of the Act, the SEBI Listing Regulations and provisions of the Articles of Association
of your Company. Your Board has been constituted with requisite diversity, wisdom,
expertise and experience commensurate to the scale of operations of your Company.

Board Meetings

During the year under review, Seven (7) Meetings of the Board of Directors were
held. The necessary quorum was present for all the meetings. The maximum interval
between any two Board meetings did not exceed 120 days. A detailed update on the
Board, its composition, governance of committees, number of Board and Committee
meetings held during 2025-26 and attendance of the Directors thereat, is provided in
the Report on Corporate Governance, which forms part of this Annual Report.

Changes in Board Composition

Details of changes in the Board Composition during the year under review are as under:

Sr.

No

Name of the
Directors

Designation
& Category

Reasons and date of appointment / re¬
appointment / resignation / retirement

1

Dr. Sonal
Ambani (DIN:
02404841)

Independent

Director

Ceased as a Non-Executive Independent Director
upon completion of her second term of 5 (five)
consecutive years at the close of business hours
on March 31,2026.

Other Information

Other details pertaining to the Directors, their appointment / cessation during the year
under review and their remuneration are given in the Corporate Governance Report
annexed hereto and forming part of this Report.

Director seeking appointment / re-appointment

In accordance with the provisions of Section 152 of the Act read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the
Company, Mr. Anand Sharma (DIN: 00255426), Executive Director of the Company,
will retire by rotation at the ensuing AGM and being eligible, has offered himself for
reappointment. The Board, on the recommendation of the Nomination & Remuneration
Committee, recommended his re-appointment at the ensuing AGM.

The brief details of Mr. Anand Sharma to be reappointed as director, required under
Secretarial Standard 2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations is provided in the Notice of ensuing AGM
of the Company.

Key Managerial Personnel

As on March 31, 2026, Mr. Chirag Parekh, Chairman and Managing Director,
Mr. Anand Sharma, Executive Director & Group Chief Financial Officer and Mrs. Reena
Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel
of your Company in accordance with the provisions of Section 2(51) read with Section
203 of the Act read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. During the year under review, there has been no change in the
Key Managerial Personnel of the Company.

Declaration of Independence by Independent Directors & adherence to the Company's
Code of Conduct for Independent Directors

All Independent Directors of the Company have given requisite 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 along with Rules framed thereunder, Regulation 16(1)
(b) of the SEBI Listing Regulations and have complied with the Code of Conduct of
the Company as applicable to the Board and Senior Managerial Personnel. In terms
of Regulation 25(8) of the SEBI 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 Company has received confirmation from all the Independent Directors of their

registration on the Independent Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

During the year under review, all the recommendations made by the Committees of the
Board, including the Audit Committee, were accepted by the Board.

The details of the Committees along with their composition, number of meetings held
and attendance at the meetings are provided in the Corporate Governance Report.

Compliance with Secretarial Standards

During the year under review, your Company has duly complied with the applicable
provisions of the Revised Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS- 2) issued by the Institute of Company Secretaries of
India (ICSI).

Policies on the appointment of Directors and their Remuneration

The Board recognises the importance of having a diversified board viz constructive
discussion, better decision making and long-term value creation for all the stakeholders.
In order to ensure diversity, standardise the process of selection of an individual at
the Board or senior management level and pursuant to the provisions of Section
178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the Company
has formulated and adopted a Nomination & Remuneration Policy on appointment
and remuneration of directors, senior management and Key Managerial Personnel
including criteria for determining qualifications, positive attributes, independence of
a director and other matters. The Nomination and Remuneration Policy is available on
the website of the Company at
Nomination and Remuneration policy

We affirm that the remuneration paid to the directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.

Annual Evaluation by the Board

The Nomination and Remuneration Committee (NRC) has approved a framework/policy
for performance evaluation of the Board, Committees of the Board and the individual
members of the Board (including the Chairman), which includes criteria for performance
evaluation reviewed annually by the Committee. Further, the Company had appointed
an independent external agency for conducting annual performance evaluation of the
Non-Independent Directors and the Board as a whole. A questionnaire for the evaluation
of the Board, its Committees and the individual members of the Board (including the
Chairperson), designed in accordance with the said framework and covering various
aspects of the performance of the Board and its Committees, including composition
and quality, roles and responsibilities, processes and functioning, adherence to Code
of Conduct and Ethics and best practices in Corporate Governance as mentioned in the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 05, 2017, was circulated to the Directors by the Agency.

The Board performance was evaluated on inputs received from all the Directors after
considering the criteria mentioned above. The performance of the Committees was
evaluated by the Board on inputs received from all the Committee members. Pursuant
to the SEBI Listing Regulations, performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent Director being evaluated. The
performance evaluation of Non-Independent Directors, the Board as a whole and the
Chairman of the Board was also carried out by the Independent Directors through a
separate meeting of Independent Directors held on March 17, 2026.

Familiarisation Programme for Independent Directors

The Company familiarises its Directors with the management and operations of the
Company, including its business models, products, services, processes, culture and the
industry in which it operates. Details of the familiarisation programme for Directors are
provided in the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best
of their knowledge and based on the information and explanations received from your
Company, confirms that:

a. the applicable Accounting Standards had been followed in the preparation of the
annual accounts along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and such
judgments and estimates have been made 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. proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the proper internal financial controls were in place and that such internal financial
controls are adequate and were operating effectively; and

f. the system to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE ON NON
DISQUALIFICATION OF DIRECTORS

M/s P C. Shah & Co., Company Secretaries in Practice (COP No.7506), has issued a
certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none
of the Directors on the Board of your Company have been debarred or disqualified
from being appointed or continuing as Director of companies by the SEBI / Ministry
of Corporate Affairs or any such statutory Authority. The certificate forms part of this
Report.

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors and Auditor's Report

In accordance with the provisions of the Act, M/s. P A R K & Company, Chartered
Accountants (Firm Registration No 116825W) have been appointed as the Statutory
Auditors of the Company, for a period of five years i.e. upto the conclusion of 40th AGM
to be held for the adoption of accounts for the financial year ending March 31,2027.
Auditors have confirmed that they are not disqualified from continuing as Auditors of
the Company.

The Auditors' Report does not contain any qualification, observation, adverse remark
or disclaimer.

Cost Auditors

The Company has maintained cost records as specified by the Central Government
under Section 148(1) of the Act. M/s. S. S. Puranik & Associates, Cost Accountants,
were appointed as the Cost Auditor for the financial year 2025-26 to conduct the audit
of the cost records of the Company and have been re-appointed as the Cost Auditor
for the financial year 2026-27. Further, in terms of the provisions of Section 148(3) of
the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, the
remuneration payable to the Cost Auditor is required to be ratified by the Members
of the Company. Accordingly, at the ensuing AGM, the Board seeks ratification of the
remuneration payable to the Cost Auditor for the financial year 2026-27.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
of Directors has appointed M/s. P. C. Shah & Co., Company Secretaries in Practice,
a proprietary concern of Mr. Punit Shah (Proprietor), as the Secretarial Auditor of
the Company for a period of five (5) consecutive financial years commencing from
the financial year 2025-26 till the financial year 2029-30 to undertake the Secretarial

Audit of the Company. The Secretarial Audit Report for the financial year ended
March 31,2026, in the prescribed Form MR - 3 is attached to this Report as
Annexure II.
The said Secretarial Audit Report was issued with unqualified opinion.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance
Report for the financial year ended March 31,2026, has been submitted to the Stock
Exchanges.

Further, in this regard, please note that the Company does not have any material
unlisted Indian subsidiaries during the financial year 2025-26.

Details of fraud reported by the Auditors

During the year under review, there were no instances of fraud reported by the Statutory
Auditors, Secretarial Auditor, or Cost Auditor under Section 143(12) of the Companies Act,
2013. Accordingly, no disclosure is required under Section 134(3)(ca) of the said Act.

INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

In the opinion of the Board, the Company has an Internal Financial Control System,
commensurate with size, scale and complexity of its operations. The internal financial
controls are adequate and are operating effectively so as to ensure orderly and efficient
conduct of business operations.

The Act has mandated the Company to have a formal framework of Internal Financial
Controls (IFC) and has also laid down specific responsibilities on the Board, Audit
Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has adopted financial control system and framework to ensure:

• Safeguarding of its assets,

• The orderly and efficient conduct of its business,

• The prevention and detection of frauds and errors,

• The accuracy and completeness of the accounting records, and

• The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of IFC framework,
and take necessary corrective actions wherever weaknesses are identified as a result
of such reviews. These have been designed to provide reasonable assurance about
recording and providing reliable financial and operational information, complying with
applicable statutes, safeguarding assets from unauthorised use, executing transactions
with proper authorisation and ensuring compliance of Corporate Policies.

Based on this evaluation, no significant deficiencies had come to notice during the
year that have materially affected, or are reasonably likely to materially affect, our IFC.
The management has also concluded that the IFC and other financial reporting was
effective during the year and is adequate considering the business operations of the
Company.

The Statutory Auditors of the Company have audited the IFC with reference to Financial
Reporting and their Audit Report is annexed as "Annexure B" to the Independent
Auditors' Report on Standalone Financial Statements and as "Annexure A" to the
Independent Auditors' Report on Consolidated Financial Statements.

M/s. PBMN & Co., Chartered Accountants (Firm Registration No. 007878), conducted
the Internal Audit of the Company for the financial year 2025-26. Internal controls are
continuously evaluated by the Internal Auditors and Management. Findings from internal
audits are reviewed by the Management and the Audit Committee and corrective actions
have been taken wherever necessary. The scope of work of the Internal Auditors covers
review of controls on accounting, statutory and other compliances and operational
areas, in addition to reviews relating to efficiency and economy in operations. Auditors'
suggestions and corrective actions thereon are presented to the Audit Committee of
the Board.

During the year, Internal Financial Controls (IFC) testing process was done in order to
review adequacy and strength of IFC followed by the Company. As per the assessment,
there are no major concerns and controls are strong.

The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and those systems are adequate and operating
effectively.

In accordance with the provisions of Section 135 of the Act and Rules framed thereunder,
your Company has adopted a policy for Corporate Social Responsibility (CSR) and the
Board has constituted a Committee for implementing the CSR activities. Composition
of the Committee and other details are provided in the Corporate Governance Report. In
the financial year 2025-26. The Company has undertaken various CSR activities directly
and/or through implementing agency and the projects undertaken by the Company are
in accordance with Schedule VII of the Act. The report on CSR activities as required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in
"
Annexure III", forming part of this report.

RISK MANAGEMENT

In compliance with Regulation 21 of the SEBI Listing Regulations, a Risk Management
Committee has been constituted by the Board. The Risk Management Committee is entrusted
with roles and powers as specified in Part D of Schedule II of SEBI Listing Regulations.

The Company has laid out a risk management policy which can be accessed at Risk
Management Policy for identification and mitigation of risks. The Company has also
constituted a Risk Management Committee which is chaired by the Managing Director
and comprises members of the Board of Directors. The Risk Management Committee
identifies the key risks for the Company, develops and implements the risk mitigation
plan, reviews and monitors the risks and corresponding mitigation plans on a regular
basis and prioritises the risks, if required, depending upon the effect on the business/
reputation. In the opinion of the Board, there are no risks at present which may threaten
the existence or continuity of the Company"

The other details in this regard are provided in the Report on Corporate Governance,
which forms a part of this Annual Report.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197 of the Act and Rule
5(1) and Rules 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('Rules'), is attached to this Report as
Annexure IV.

The Company takes a very pragmatic approach towards insurance. Adequate cover
has been taken for all movable and immovable assets against unforeseeable perils
like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered
necessary by the management. In addition to this coverage, a statutory Public Liability
Insurance Policy has been taken to cover the Company for providing against the public
liability arising out of industrial accidents for employees working in plants.

RELATED PARTY TRANSACTIONS

All the related party transactions entered during the financial year were at arm's
length basis and in the ordinary course of the Company's business. All such contracts
or arrangements were entered into only with prior approval of the Audit Committee.
Omnibus approval was obtained for the transactions of repetitive nature. In compliance
with the requirement of SEBI Listing Regulations, names of related parties and details
of transactions with them have been included in notes to the financial statements
provided in this Annual Report.

During the year under review, the Board of Directors based on recommendations of
the Audit Committee approved and took note of the revision to the Policy on dealing
with and materiality of Related Party Transactions and framework for transaction with
related parties of the Company in terms of amendments to the law and further enhance
the governance mechanism. The Policy on Materiality of Related Party Transactions
and dealing with Related Party Transactions are available on the Company's website at
Material RPT Policy.

There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large and thus,
a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not
required.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2026 in Form MGT 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at
Annual Return.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance,
reinforcing the valuable relationship between the Company and its Stakeholders.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate
Governance has been included in this Annual Report along with a certificate from the
Statutory Auditors of the Company regarding the compliance with the provisions of the
Corporate Governance.

All Board members and senior management personnel have affirmed compliance with
the Code of Conduct for the year 2025-26. A declaration to this effect signed by the
Chairman & Managing Director of the Company is contained in this Annual Report.

CHAIRMAN & MANAGING DIRECTOR (CMD) AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATE

In compliance with the SEBI Listing Regulations, the Company has obtained the
compliance certificate outlined in Part B of Schedule II from Mr. Chirag Parekh,
Chairman and Managing Director and Mr. Anand Sharma, Executive Director and
Group Chief Financial Officer for the financial year 2025-26, affirming the accuracy and
completeness of the Financial Statements and associated matters. This Certificate
forms part of this Annual Report.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe
operations. Your Company endeavours that the conduct of all operations is in such
manner so as to ensure safety of all and compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the
extent possible.

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility
and Sustainability Report covering disclosures on the Company's performance on
Environment, Social and Governance parameters for 2025-26 is attached and forms part
of this Report and also available on the Company's website at Business Responsibility
and Sustainability Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has implemented a Vigil Mechanism Policy, also known as the
Whistleblower Policy, to address instances of fraud and mismanagement. This policy
empowers the Company's stakeholders to report genuine concerns regarding unethical
behaviour, suspected fraud, or breaches of the Code of Conduct. Additionally, it facilitates
the reporting of incidents or suspected leaks of unpublished price- sensitive information.

This policy ensures the strict confidentiality of whistleblowers while handling their
concerns and stipulates non-discriminatory treatment for individuals raising genuine
concerns. Moreover, it includes a provision for direct access to the Chairman of the
Audit Committee in emergency cases. The Vigil Mechanism/Whistleblower Mechanism
Policy is publicly accessible on the Company's website at
Vigil Mechanism Policy

During the year under review, no complaints were received under the Whistle Blower
mechanism.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ('ICC') is in place for all works and offices of the Company to redress
complaints received regarding sexual harassment.

Further,

1. The number of sexual harassment complaints pending at the beginning of the
year -
NIL

2. The number of sexual harassment complaints received during the year - NIL

3. The number of such complaints disposed of during the year - NIL

4. The number of cases pending for a period exceeding ninety days - NIL

MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including the amendments therein. Appropriate benefits and facilities have been
extended to eligible women employees as per the applicable laws.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF

In terms of the applicable provisions of the Act read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), unclaimed dividend amounting to
' 15.23 Lakhs was transferred by the
Company to the Investor Education and Protection Fund ("IEPF"), established by the
Government of India, during the year under review.

Further, 21,765 shares were transferred to the demat account of the IEPF Authority
during the year under review, in accordance with the IEPF Rules, as the dividend(s) has
not been claimed by the shareholders on those shares for 7 consecutive years or more.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013

The information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given under Section 134 of the Act,
read with the Companies (Accounts) Rules, 2014 is attached as
Annexure V and forms
part of this Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY

The Company has extended a loan to its wholly owned subsidiary, enhanced corporate
guarantee in favour of its wholly owned subsidiary company and has also made an
investment in Carysilnox Limited, a subsidiary company, to support their business
requirements. These transactions fall within the limits already approved by the
shareholders under Section 186 of the Companies Act, 2013, and have been made in
compliance with the applicable provisions of the Act.

The loans and guarantees given to wholly owned subsidiaries are exempt from certain
requirements under Section 186(11). The investment in Carysilnox Limited (a subsidiary
company) has been made with prior shareholder approval obtained under Section 186
of the Act.

The Company has not given any security in terms of Section 186 of the Act.

These transactions have been appropriately disclosed in the financial statements.
Further, as mandated under Rule 12(1C) of the Companies (Accounts) Rules, 2014 (as
amended), the requisite particulars shall also be disclosed in the extract of the Board's
Report to be filed in Form AOC-4.

Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act, made during the year, are given below:

Name of the
Entity

Nature of
Transaction

Particulars of Loan,
Guarantees Given or
Investments Made
during 2025-26
(' In Crore)

The Purpose for which the
Loans, Guarantees and
Investments are proposed to
be utilised

Carysil USA INC

Loan

15.37

For working capital and
operational requirements

Carysil FZ LLC

Guarantee

Given

1.5

For working capital and
operational requirements

Carysilnox

Limited

Investment in
shares of the
Company

8.5

To fund capital expenditure
(Capex), meet working capital
requirements

HUMAN RESOURCE

Your Company firmly believes that Human Resource function is closely integrated with
the business and has been an important pillar supporting growth aspiration.

The function focuses on Leadership Development, Succession Planning and Skills
& Competency Development. At Carysil, the Human Resource function is a business
partner that focuses on improving the way of life, work culture, employee engagement,
productivity, effectiveness and efficiency. The Company believes in developing an
engaged, efficient and committed employee base that is aware and empowered.
Employee Engagement Programmes are integral part of the function and are designed
in a manner that keeps motivational levels high and they range from competitive
sports to celebration festivals, cultural events to recognition through rewarding for
exceptional achievement. Company also conducts in-house training programmes to
develop leadership as well as technical /functional capabilities in order to meet future
talent requirements. Industrial relations were cordial throughout the year.

GENERAL

Your directors state that no disclosures or reporting is required in respect of the
following items, as the same is either not applicable to the Company or relevant
transactions/events have not taken place during the year under review.

1. The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of Shares (including sweat Equity shares) to employees of the Company
under any Scheme save and except Employee Stock Option Scheme as referred to
in this Report.

3. There is no application/proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review. Further, there are no instances of
one-time settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors would like to thank all the stakeholders viz., Consumers, Shareholders,
Employees, Government, Suppliers, Business Partners, Bankers and all other Business
Associates for their continuous support to the Company and its Management.

By Order of the Board of Directors
For
Carysil Limited

Chirag Parekh

Chairman and Managing Director
DIN: 00298807

Place: Bhavnagar
Date: August 10, 2026